EX-99.A 2 d947114dex99a.htm EX-99.A EX-99.A

GREAT-WEST FUNDS, INC.

ARTICLES SUPPLEMENTARY

Great-West Funds, Inc., a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: On June 11, 2015, the Board of Directors of the Corporation, pursuant to the authority contained in the Corporation’s charter, and in accordance with Section 2-105(c) of the Maryland General Corporation Law, unanimously adopted resolutions approving:

 

1.

The establishment of a new series of capital stock of the Corporation, each representing interests in a separate investment portfolio, and the creation of three new classes of shares, with a par value of Ten Cents ($.10) per share, of each such series to be designated as follows:

 

Series/Portfolio Class

Great-West Multi-Manager Small Cap Growth

Initial Class

Great-West Multi-Manager Small Cap Growth

Class L

Great-West Multi-Manager Small Cap Growth

Institutional Class

 

2.

The classification of One Hundred Eighty Five Million (185,000,000) shares of the Corporation’s authorized but unissued stock to be allocated among the aforementioned new classes of capital stock as hereinafter set forth.

 

3.

The re-classification of the following shares of previously classified but unissued shares of Common Stock of the Corporation as follows:

 

Previously Classified Shares

(expressed in millions)

Re-Classified Shares

(expressed in millions)

Great-West SecureFoundation® Lifetime 2020 Fund Class G – 5 Great-West SecureFoundation® Lifetime 2020 Fund Class G – 10
Great-West SecureFoundation® Lifetime 2030 Fund Class G – 5 Great-West SecureFoundation® Lifetime 2030 Fund Class G – 10
Great-West SecureFoundation® Lifetime 2040 Fund Class G – 5 Great-West SecureFoundation® Lifetime 2040 Fund Class G – 10
Great-West SecureFoundation® Balanced ETF Fund Class A – 35 Great-West SecureFoundation® Balanced ETF Fund Class A – 20

SECOND: The description of the aforementioned new series and new classes of capital stock of the Corporation, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, is as set forth in the Corporation’s charter, except that, notwithstanding anything in the charter to the contrary, with respect to the Great-West Multi-Manager Small Cap Growth Fund:

(i) Subject to compliance with the requirements of the Investment Company Act of 1940, as amended, the Board of Directors shall have the authority to provide that holders of shares of any of the aforementioned classes of stock of such series shall have the right to convert or exchange said shares into shares of one or more other classes of shares in accordance with such requirements and procedures (and subject to such conditions) as may be established by the Board of Directors and from time to time reflected in the registration statement of the Corporation.

(ii) At such times as may be determined by the Board of Directors in accordance with the Investment Company Act of 1940, as amended, and applicable rules and regulations of the Financial Industry Regulatory Authority, or any successor organization, and from time to time reflected in the registration statement of the Corporation, shares (or certain shares) of a particular class of the

aforementioned classes of stock of such series may be automatically converted into shares of another class of shares, subject, however, to any conditions of conversion that may be imposed by the Board of Directors and reflected in the registration statement of the Corporation. The term and conditions of such conversion may vary within and among the classes to the extent determined by the Board of Directors and set forth in the registration statement of the Corporation.

THIRD: The aforementioned new series and classes of capital stock of the Corporation has been classified by the Board of Directors under the authority contained in the Corporation’s charter.

FOURTH: The total number of shares of capital stock that the Corporation has authority to issue has been increased or decreased by the Board of Directors in accordance with Section 2-105(c) of the Maryland General Corporation Law to the extent hereafter set forth.

FIFTH: Immediately prior to the effectiveness of these Articles Supplementary of the Corporation, the Corporation had the authority to issue eleven billion (11,000,000,000) shares of common stock of the par value of $0.10 per share and of the aggregate par value of eleven million dollars ($11,000,000), of which the Board of Directors had designated 9,700,500,000 shares into portfolios and classes and classified the shares of each portfolio and class as follows:

 

Previous Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Money Market Initial Class 1,000
Great-West Money Market Institutional Class 5
Great-West Stock Index Initial Class 70
Great-West Stock Index Class L 5
Great-West Stock Index Institutional Class 5
Great-West Bond Index Initial Class 85
Great-West Bond Index Class L 5
Great-West Bond Index Institutional Class 150
Great-West U.S. Government Mortgage Securities Initial Class 75
Great-West U.S. Government Mortgage Securities Class L 5
Great-West U.S. Government Mortgage Securities Institutional Class 150
Great-West S&P Small Cap 600® Index Initial Class 90
Great-West S&P Small Cap 600® Index Class L 5
Great-West S&P Small Cap 600® Index Institutional Class 150
Great-West Putnam High Yield Bond Initial Class 20
Great-West Putnam High Yield Bond Class L 5
Great-West Putnam High Yield Bond Institutional Class 150
Great-West Multi-Manager Large Cap Growth Initial Class 20
Great-West Multi-Manager Large Cap Growth Class L 5
Great-West Multi-Manager Large Cap Growth Institutional Class 150
Great-West MFS International Growth Initial Class 20
Great-West MFS International Growth Class L 5
Great-West MFS International Growth Institutional Class 150
Great-West Federated Bond Initial Class 20
Great-West Federated Bond Class L 5
Great-West Federated Bond Institutional Class 150
Great-West MFS International Value Initial Class 65
Great-West MFS International Value Class L 5
Great-West MFS International Value Institutional Class 150
Great-West S&P 500® Index Initial Class 140

 

2

Previous Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West S&P 500® Index Class L 5
Great-West S&P 500® Index Institutional Class 150
Great-West Goldman Sachs Mid Cap Value Initial Class 45
Great-West Goldman Sachs Mid Cap Value Class L 5
Great-West Goldman Sachs Mid Cap Value Institutional Class 150
Great-West Invesco Small Cap Value Initial Class 20
Great-West Invesco Small Cap Value Class L 5
Great-West Invesco Small Cap Value Institutional Class 150
Great-West Ariel Mid Cap Value Initial Class 100
Great-West Ariel Mid Cap Value Class L 5
Great-West Ariel Mid Cap Value Institutional Class 150
Great-West Loomis Sayles Small Cap Value Initial Class 50
Great-West Loomis Sayles Small Cap Value Class L 5
Great-West Loomis Sayles Small Cap Value Institutional Class 150
Great-West Loomis Sayles Bond Initial Class 80
Great-West Loomis Sayles Bond Class L 5
Great-West Loomis Sayles Bond Institutional Class 150
Great-West T. Rowe Price Equity Income Initial Class 100
Great-West T. Rowe Price Equity Income Class L 5
Great-West T. Rowe Price Equity Income Institutional Class 150
Great-West Small Cap Growth Initial Class 30
Great-West Small Cap Growth Class L 5
Great-West Small Cap Growth Institutional Class 150
Great-West Short Duration Bond Initial Class 75
Great-West Short Duration Bond Class L 5
Great-West Short Duration Bond Institutional Class 150
Great-West T. Rowe Price Mid Cap Growth Initial Class 100
Great-West T. Rowe Price Mid Cap Growth Class L 5
Great-West T. Rowe Price Mid Cap Growth Institutional Class 150
Great-West Templeton Global Bond Initial Class 70
Great-West Templeton Global Bond Class L 5
Great-West Templeton Global Bond Institutional Class 150
Great-West S&P Mid Cap 400® Index Initial Class 27.5
Great-West S&P Mid Cap 400® Index Class L 5
Great-West S&P Mid Cap 400® Index Institutional Class 150
Great-West International Index Initial Class 30
Great-West International Index Class L 5
Great-West International Index Institutional Class 150
Great-West Putnam Equity Income Initial Class 35
Great-West Putnam Equity Income Class L 5
Great-West Putnam Equity Income Institutional Class 150
Great-West American Century Growth Initial Class 55
Great-West American Century Growth Class L 5
Great-West American Century Growth Institutional Class 150
Great-West Real Estate Index Initial Class 10
Great-West Real Estate Index Class L 5
Great-West Real Estate Index Institutional Class 150
Great-West Conservative Profile I Initial Class 100
Great-West Conservative Profile I Class L 5

 

3

Previous Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Conservative Profile I Institutional Class 5
Great-West Moderately Conservative Profile I Initial Class 100
Great-West Moderately Conservative Profile I Class L 5
Great-West Moderately Conservative Profile I Institutional Class 5
Great-West Moderate Profile I Initial Class 100
Great-West Moderate Profile I Class L 5
Great-West Moderate Profile I Institutional Class 5
Great-West Moderately Aggressive Profile I Initial Class 100
Great-West Moderately Aggressive Profile I Class L 5
Great-West Moderately Aggressive Profile I Institutional Class 5
Great-West Aggressive Profile I Initial Class 100
Great-West Aggressive Profile I Class L 5
Great-West Aggressive Profile I Institutional Class 5
Great-West Conservative Profile II Initial Class 100
Great-West Conservative Profile II Class L 35
Great-West Conservative Profile II Institutional Class 5
Great-West Moderately Conservative Profile II Initial Class 100
Great-West Moderately Conservative Profile II Class L 35
Great-West Moderately Conservative Profile II Institutional Class 5
Great-West Moderate Profile II Initial Class 250
Great-West Moderate Profile II Class L 35
Great-West Moderate Profile II Institutional Class 5
Great-West Moderately Aggressive Profile II Initial Class 100
Great-West Moderately Aggressive Profile II Class L 35
Great-West Moderately Aggressive Profile II Institutional Class 5
Great-West Aggressive Profile II Initial Class 175
Great-West Aggressive Profile II Class L 35
Great-West Aggressive Profile II Institutional Class 5
Great-West Lifetime 2015 I Class T 35
Great-West Lifetime 2015 I Class T1 35
Great-West Lifetime 2015 I Class L 5
Great-West Lifetime 2015 I Institutional Class 5
Great-West Lifetime 2015 II Class T 35
Great-West Lifetime 2015 II Class T1 100
Great-West Lifetime 2015 II Class L 23
Great-West Lifetime 2015 II Institutional Class 5
Great-West Lifetime 2015 III Class T 35
Great-West Lifetime 2015 III Class T1 35
Great-West Lifetime 2015 III Class L 5
Great-West Lifetime 2015 III Institutional Class 5
Great-West Lifetime 2025 I Class T 35
Great-West Lifetime 2025 I Class T1 35
Great-West Lifetime 2025 I Class L 5
Great-West Lifetime 2025 I Institutional Class 5
Great-West Lifetime 2025 II Class T 35
Great-West Lifetime 2025 II Class T1 120
Great-West Lifetime 2025 II Class L 23
Great-West Lifetime 2025 II Institutional Class 5
Great-West Lifetime 2025 III Class T 35

 

4

Previous Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Lifetime 2025 III Class T1 35
Great-West Lifetime 2025 III Class L 5
Great-West Lifetime 2025 III Institutional Class 5
Great-West Lifetime 2035 I Class T 35
Great-West Lifetime 2035 I Class T1 35
Great-West Lifetime 2035 I Class L 5
Great-West Lifetime 2035 I Institutional Class 5
Great-West Lifetime 2035 II Class T 35
Great-West Lifetime 2035 II Class T1 90
Great-West Lifetime 2035 II Class L 23
Great-West Lifetime 2035 II Institutional Class 5
Great-West Lifetime 2035 III Class T 35
Great-West Lifetime 2035 III Class T1 35
Great-West Lifetime 2035 III Class L 5
Great-West Lifetime 2035 III Institutional Class 5
Great-West Lifetime 2045 I Class T 35
Great-West Lifetime 2045 I Class T1 35
Great-West Lifetime 2045 I Class L 5
Great-West Lifetime 2045 I Institutional Class 5
Great-West Lifetime 2045 II Class T 35
Great-West Lifetime 2045 II Class T1 45
Great-West Lifetime 2045 II Class L 23
Great-West Lifetime 2045 II Institutional Class 5
Great-West Lifetime 2045 III Class T 35
Great-West Lifetime 2045 III Class T1 35
Great-West Lifetime 2045 III Class L 5
Great-West Lifetime 2045 III Institutional Class 5
Great-West Lifetime 2055 I Class T 35
Great-West Lifetime 2055 I Class T1 35
Great-West Lifetime 2055 I Class L 5
Great-West Lifetime 2055 I Institutional Class 5
Great-West Lifetime 2055 II Class T 35
Great-West Lifetime 2055 II Class T1 35
Great-West Lifetime 2055 II Class L 23
Great-West Lifetime 2055 II Institutional Class 5
Great-West Lifetime 2055 III Class T 35
Great-West Lifetime 2055 III Class T1 35
Great-West Lifetime 2055 III Class L 5
Great-West Lifetime 2055 III Institutional Class 5
Great-West SecureFoundation® Balanced Class G 30
Great-West SecureFoundation® Balanced Class G1 30
Great-West SecureFoundation® Balanced Class L 23
Great-West SecureFoundation® Balanced Institutional Class 5
Great-West SecureFoundation® Balanced ETF Class A 35
Great-West SecureFoundation® Lifetime 2015 Class G 30
Great-West SecureFoundation® Lifetime 2015 Class G1 30
Great-West SecureFoundation® Lifetime 2015 Class L 5
Great-West SecureFoundation® Lifetime 2015 Institutional Class 5
Great-West SecureFoundation® Lifetime 2020 Class G 5

 

5

Previous Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West SecureFoundation® Lifetime 2020 Class G1 5
Great-West SecureFoundation® Lifetime 2020 Class L 5
Great-West SecureFoundation® Lifetime 2020 Institutional Class 5
Great-West SecureFoundation® Lifetime 2025 Class G 30
Great-West SecureFoundation® Lifetime 2025 Class G1 30
Great-West SecureFoundation® Lifetime 2025 Class L 5
Great-West SecureFoundation® Lifetime 2025 Institutional Class 5
Great-West SecureFoundation® Lifetime 2030 Class G 5
Great-West SecureFoundation® Lifetime 2030 Class G1 5
Great-West SecureFoundation® Lifetime 2030 Class L 5
Great-West SecureFoundation® Lifetime 2030 Institutional Class 5
Great-West SecureFoundation® Lifetime 2035 Class G 30
Great-West SecureFoundation® Lifetime 2035 Class G1 30
Great-West SecureFoundation® Lifetime 2035 Class L 5
Great-West SecureFoundation® Lifetime 2035 Institutional Class 5
Great-West SecureFoundation® Lifetime 2040 Class G 5
Great-West SecureFoundation® Lifetime 2040 Class G1 5
Great-West SecureFoundation® Lifetime 2040 Class L 5
Great-West SecureFoundation® Lifetime 2040 Institutional Class 5
Great-West SecureFoundation® Lifetime 2045 Class G 30
Great-West SecureFoundation® Lifetime 2045 Class G1 30
Great-West SecureFoundation® Lifetime 2045 Class L 5
Great-West SecureFoundation® Lifetime 2045 Institutional Class 5
Great-West SecureFoundation® Lifetime 2050 Class G 5
Great-West SecureFoundation® Lifetime 2050 Class G1 5
Great-West SecureFoundation® Lifetime 2050 Class L 5
Great-West SecureFoundation® Lifetime 2050 Institutional Class 5
Great-West SecureFoundation® Lifetime 2055 Class G 30
Great-West SecureFoundation® Lifetime 2055 Class G1 30
Great-West SecureFoundation® Lifetime 2055 Class L 5
Great-West SecureFoundation® Lifetime 2055 Institutional Class 5
            
Unclassified Capital Stock:     1,299.5
            
Total:     11,000

As supplemented hereby, the Corporation’s Articles of Amendment and Restatement authorize the issuance of eleven billion (11,000,000,000) shares of common stock of the par value of $0.10 per share and of the aggregate par value of eleven million dollars ($11,000,000), classified as follows:

 

Current Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Money Market Initial Class 1,000
Great-West Money Market Institutional Class 5
Great-West Stock Index Initial Class 70
Great-West Stock Index Class L 5

 

6

Current Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Stock Index Institutional Class 5
Great-West Bond Index Initial Class 85
Great-West Bond Index Class L 5
Great-West Bond Index Institutional Class 150
Great-West U.S. Government Mortgage Securities Initial Class 75
Great-West U.S. Government Mortgage Securities Class L 5
Great-West U.S. Government Mortgage Securities Institutional Class 150
Great-West S&P Small Cap 600® Index Initial Class 90
Great-West S&P Small Cap 600® Index Class L 5
Great-West S&P Small Cap 600® Index Institutional Class 150
Great-West Putnam High Yield Bond Initial Class 20
Great-West Putnam High Yield Bond Class L 5
Great-West Putnam High Yield Bond Institutional Class 150
Great-West Multi-Manager Large Cap Growth Initial Class 20
Great-West Multi-Manager Large Cap Growth Class L 5
Great-West Multi-Manager Large Cap Growth Institutional Class 150
Great-West MFS International Growth Initial Class 20
Great-West MFS International Growth Class L 5
Great-West MFS International Growth Institutional Class 150
Great-West Federated Bond Initial Class 20
Great-West Federated Bond Class L 5
Great-West Federated Bond Institutional Class 150
Great-West MFS International Value Initial Class 65
Great-West MFS International Value Class L 5
Great-West MFS International Value Institutional Class 150
Great-West S&P 500® Index Initial Class 140
Great-West S&P 500® Index Class L 5
Great-West S&P 500® Index Institutional Class 150
Great-West Goldman Sachs Mid Cap Value Initial Class 45
Great-West Goldman Sachs Mid Cap Value Class L 5
Great-West Goldman Sachs Mid Cap Value Institutional Class 150
Great-West Invesco Small Cap Value Initial Class 20
Great-West Invesco Small Cap Value Class L 5
Great-West Invesco Small Cap Value Institutional Class 150
Great-West Ariel Mid Cap Value Initial Class 100
Great-West Ariel Mid Cap Value Class L 5
Great-West Ariel Mid Cap Value Institutional Class 150
Great-West Loomis Sayles Small Cap Value Initial Class 50
Great-West Loomis Sayles Small Cap Value Class L 5
Great-West Loomis Sayles Small Cap Value Institutional Class 150
Great-West Loomis Sayles Bond Initial Class 80
Great-West Loomis Sayles Bond Class L 5
Great-West Loomis Sayles Bond Institutional Class 150
Great-West T. Rowe Price Equity Income Initial Class 100
Great-West T. Rowe Price Equity Income Class L 5
Great-West T. Rowe Price Equity Income Institutional Class 150
Great-West Small Cap Growth Initial Class 30
Great-West Small Cap Growth Class L 5
Great-West Small Cap Growth Institutional Class 150

 

7

Current Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Short Duration Bond Initial Class 75
Great-West Short Duration Bond Class L 5
Great-West Short Duration Bond Institutional Class 150
Great-West T. Rowe Price Mid Cap Growth Initial Class 100
Great-West T. Rowe Price Mid Cap Growth Class L 5
Great-West T. Rowe Price Mid Cap Growth Institutional Class 150
Great-West Templeton Global Bond Initial Class 70
Great-West Templeton Global Bond Class L 5
Great-West Templeton Global Bond Institutional Class 150
Great-West S&P Mid Cap 400® Index Initial Class 27.5
Great-West S&P Mid Cap 400® Index Class L 5
Great-West S&P Mid Cap 400® Index Institutional Class 150
Great-West International Index Initial Class 30
Great-West International Index Class L 5
Great-West International Index Institutional Class 150
Great-West Putnam Equity Income Initial Class 35
Great-West Putnam Equity Income Class L 5
Great-West Putnam Equity Income Institutional Class 150
Great-West American Century Growth Initial Class 55
Great-West American Century Growth Class L 5
Great-West American Century Growth Institutional Class 150
Great-West Real Estate Index Initial Class 10
Great-West Real Estate Index Class L 5
Great-West Real Estate Index Institutional Class 150
Great-West Multi-Manager Small Cap Growth Initial Class 30
Great-West Multi-Manager Small Cap Growth Class L 5
Great-West Multi-Manager Small Cap Growth Institutional Class 150
Great-West Conservative Profile I Initial Class 100
Great-West Conservative Profile I Class L 5
Great-West Conservative Profile I Institutional Class 5
Great-West Moderately Conservative Profile I Initial Class 100
Great-West Moderately Conservative Profile I Class L 5
Great-West Moderately Conservative Profile I Institutional Class 5
Great-West Moderate Profile I Initial Class 100
Great-West Moderate Profile I Class L 5
Great-West Moderate Profile I Institutional Class 5
Great-West Moderately Aggressive Profile I Initial Class 100
Great-West Moderately Aggressive Profile I Class L 5
Great-West Moderately Aggressive Profile I Institutional Class 5
Great-West Aggressive Profile I Initial Class 100
Great-West Aggressive Profile I Class L 5
Great-West Aggressive Profile I Institutional Class 5
Great-West Conservative Profile II Initial Class 100
Great-West Conservative Profile II Class L 35
Great-West Conservative Profile II Institutional Class 5
Great-West Moderately Conservative Profile II Initial Class 100
Great-West Moderately Conservative Profile II Class L 35
Great-West Moderately Conservative Profile II Institutional Class 5
Great-West Moderate Profile II Initial Class 250

 

8

Current Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Moderate Profile II Class L 35
Great-West Moderate Profile II Institutional Class 5
Great-West Moderately Aggressive Profile II Initial Class 100
Great-West Moderately Aggressive Profile II Class L 35
Great-West Moderately Aggressive Profile II Institutional Class 5
Great-West Aggressive Profile II Initial Class 175
Great-West Aggressive Profile II Class L 35
Great-West Aggressive Profile II Institutional Class 5
Great-West Lifetime 2015 I Class T 35
Great-West Lifetime 2015 I Class T1 35
Great-West Lifetime 2015 I Class L 5
Great-West Lifetime 2015 I Institutional Class 5
Great-West Lifetime 2015 II Class T 35
Great-West Lifetime 2015 II Class T1 100
Great-West Lifetime 2015 II Class L 23
Great-West Lifetime 2015 II Institutional Class 5
Great-West Lifetime 2015 III Class T 35
Great-West Lifetime 2015 III Class T1 35
Great-West Lifetime 2015 III Class L 5
Great-West Lifetime 2015 III Institutional Class 5
Great-West Lifetime 2025 I Class T 35
Great-West Lifetime 2025 I Class T1 35
Great-West Lifetime 2025 I Class L 5
Great-West Lifetime 2025 I Institutional Class 5
Great-West Lifetime 2025 II Class T 35
Great-West Lifetime 2025 II Class T1 120
Great-West Lifetime 2025 II Class L 23
Great-West Lifetime 2025 II Institutional Class 5
Great-West Lifetime 2025 III Class T 35
Great-West Lifetime 2025 III Class T1 35
Great-West Lifetime 2025 III Class L 5
Great-West Lifetime 2025 III Institutional Class 5
Great-West Lifetime 2035 I Class T 35
Great-West Lifetime 2035 I Class T1 35
Great-West Lifetime 2035 I Class L 5
Great-West Lifetime 2035 I Institutional Class 5
Great-West Lifetime 2035 II Class T 35
Great-West Lifetime 2035 II Class T1 90
Great-West Lifetime 2035 II Class L 23
Great-West Lifetime 2035 II Institutional Class 5
Great-West Lifetime 2035 III Class T 35
Great-West Lifetime 2035 III Class T1 35
Great-West Lifetime 2035 III Class L 5
Great-West Lifetime 2035 III Institutional Class 5
Great-West Lifetime 2045 I Class T 35
Great-West Lifetime 2045 I Class T1 35
Great-West Lifetime 2045 I Class L 5
Great-West Lifetime 2045 I Institutional Class 5
Great-West Lifetime 2045 II Class T 35

 

9

Current Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West Lifetime 2045 II Class T1 45
Great-West Lifetime 2045 II Class L 23
Great-West Lifetime 2045 II Institutional Class 5
Great-West Lifetime 2045 III Class T 35
Great-West Lifetime 2045 III Class T1 35
Great-West Lifetime 2045 III Class L 5
Great-West Lifetime 2045 III Institutional Class 5
Great-West Lifetime 2055 I Class T 35
Great-West Lifetime 2055 I Class T1 35
Great-West Lifetime 2055 I Class L 5
Great-West Lifetime 2055 I Institutional Class 5
Great-West Lifetime 2055 II Class T 35
Great-West Lifetime 2055 II Class T1 35
Great-West Lifetime 2055 II Class L 23
Great-West Lifetime 2055 II Institutional Class 5
Great-West Lifetime 2055 III Class T 35
Great-West Lifetime 2055 III Class T1 35
Great-West Lifetime 2055 III Class L 5
Great-West Lifetime 2055 III Institutional Class 5
Great-West SecureFoundation® Balanced Class G 30
Great-West SecureFoundation® Balanced Class G1 30
Great-West SecureFoundation® Balanced Class L 23
Great-West SecureFoundation® Balanced Institutional Class 5
Great-West SecureFoundation® Balanced ETF Class A 20
Great-West SecureFoundation® Lifetime 2015 Class G 30
Great-West SecureFoundation® Lifetime 2015 Class G1 30
Great-West SecureFoundation® Lifetime 2015 Class L 5
Great-West SecureFoundation® Lifetime 2015 Institutional Class 5
Great-West SecureFoundation® Lifetime 2020 Class G 10
Great-West SecureFoundation® Lifetime 2020 Class G1 5
Great-West SecureFoundation® Lifetime 2020 Class L 5
Great-West SecureFoundation® Lifetime 2020 Institutional Class 5
Great-West SecureFoundation® Lifetime 2025 Class G 30
Great-West SecureFoundation® Lifetime 2025 Class G1 30
Great-West SecureFoundation® Lifetime 2025 Class L 5
Great-West SecureFoundation® Lifetime 2025 Institutional Class 5
Great-West SecureFoundation® Lifetime 2030 Class G 10
Great-West SecureFoundation® Lifetime 2030 Class G1 5
Great-West SecureFoundation® Lifetime 2030 Class L 5
Great-West SecureFoundation® Lifetime 2030 Institutional Class 5
Great-West SecureFoundation® Lifetime 2035 Class G 30
Great-West SecureFoundation® Lifetime 2035 Class G1 30
Great-West SecureFoundation® Lifetime 2035 Class L 5
Great-West SecureFoundation® Lifetime 2035 Institutional Class 5
Great-West SecureFoundation® Lifetime 2040 Class G 10
Great-West SecureFoundation® Lifetime 2040 Class G1 5
Great-West SecureFoundation® Lifetime 2040 Class L 5
Great-West SecureFoundation® Lifetime 2040 Institutional Class 5
Great-West SecureFoundation® Lifetime 2045 Class G 30

 

10

Current Classification of Shares
Series/Portfolio Class

Authorized

Shares

(expressed in

millions)

Great-West SecureFoundation® Lifetime 2045 Class G1 30
Great-West SecureFoundation® Lifetime 2045 Class L 5
Great-West SecureFoundation® Lifetime 2045 Institutional Class 5
Great-West SecureFoundation® Lifetime 2050 Class G 5
Great-West SecureFoundation® Lifetime 2050 Class G1 5
Great-West SecureFoundation® Lifetime 2050 Class L 5
Great-West SecureFoundation® Lifetime 2050 Institutional Class 5
Great-West SecureFoundation® Lifetime 2055 Class G 30
Great-West SecureFoundation® Lifetime 2055 Class G1 30
Great-West SecureFoundation® Lifetime 2055 Class L 5
Great-West SecureFoundation® Lifetime 2055 Institutional Class 5
            
Unclassified Capital Stock:     1114.5
            
Total:     11,000

SIXTH: The Corporation is registered as an open-end company under the Investment Company of 1940.

SEVENTH: These Articles Supplementary shall be effective on June 19, 2015.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed, and witnessed, in its name and on its behalf by its undersigned officers who acknowledge that these Articles Supplementary are the act of the Corporation; that to the best of their knowledge, information and belief, all matters and facts set forth herein relating to the authorization and approval of these Articles Supplementary are true in all material respects; and that this statement is made under the penalties of perjury.

 

GREAT-WEST FUNDS, INC.
By:

/s/ Edmund F. Murphy III
Name: Edmund F. Murphy III
Title: President and Chief Executive Officer

ATTEST:

 

By:

/s/ Ryan L. Logsdon
Name: Ryan L. Logsdon
Title: Assistant Vice President, Counsel & Secretary

 

11