Common use of Relationship with Sub-advisers Pursuant to Manager-of-Managers Structure Clause in Contracts

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: (i) reviewing and recommending prospective sub-advisers for each Fund; (ii) monitoring and supervising each sub-adviser’s performance, including each sub-adviser’s practices in placing orders and selecting brokers and dealers to execute the Funds’ transactions and in negotiating commission rates; (iii) providing investment management evaluation services including quantitative and qualitative analysis as well as periodic in-person, telephonic, and written consultations with the sub-advisers; (iv) communicating performance expectations and evaluation to each sub-adviser; (v) determining whether each sub-advisory agreement should be renewed, modified, or terminated; and (vi) providing reports to the Board covering the results of its evaluation, monitoring functions and determinations with respect to each sub-adviser. 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 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: (i) furnishes a continuous investment program for the Fund (or, in the future, the portion thereof for which it provides investment advice) it advises in accordance with the Fund’s stated investment objectives and policies; (ii) makes investment decisions for the Fund (or, in the future, the portion thereof for which it provides investment advice); and (iii) places all orders to purchase and sell securities on behalf of the Fund (or, in the future, the portion thereof for which it provides investment advice). 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.

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 Portfolio other than any Fund Portfolio that is part of a master-feeder arrangement. Furthermore, one or more FundsPortfolios, as determined by the Adviser, may be advised by two or more sub-advisers. Under these circumstances, the Adviser would allocate such a FundPortfolio’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 The Fund and the Adviser understand and agree that the Adviser will manage Great-West Funds the Fund in a “manager-of-managers” style, which contemplates that the Adviser, among other things, is responsible for: (i) reviewing and recommending prospective sub-advisers for each FundPortfolio; (ii) monitoring and supervising each sub-adviser’s performance, including each sub-adviser’s practices in placing orders and selecting brokers and dealers to execute the FundsPortfolios’ transactions and in negotiating commission rates; (iii) providing investment management evaluation services including quantitative and qualitative analysis as well as periodic in-person, telephonic, and written consultations with the sub-advisers; (iv) communicating performance expectations and evaluation to each sub-adviser; (v) determining whether each sub-advisory agreement should be renewed, modified, or terminated; and (vi) providing reports to the Board covering the results of its evaluation, monitoring functions and determinations with respect to each sub-adviser. All actions of the Adviser are subject to review by the Board. Great-West Funds The Fund 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 FundsPortfolios. 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 Portfolio or, in the future, the portion of the Fund Portfolio managed by that sub-adviser. Fees paid to a sub-adviser of a Fund Portfolio with multiple sub-advisers would depend both on the fee rate negotiated with the Adviser and on the percentage of the FundPortfolio’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 would not be constant, and the relative amounts of fees paid to the various sub-advisers of a Fund Portfolio would fluctuate. These internal fluctuations, however, would not affect the total management fees paid by a FundPortfolio, which would continue to be fixed at the rates and on the terms described in Article II, Section A of this the Agreement. Great-West Funds The Fund and its Funds Portfolios 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 Portfolio 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 FundPortfolio: (i) furnishes a continuous investment program for the Fund Portfolio (or, in the future, the portion thereof for which it provides investment advice) it advises in accordance with the FundPortfolio’s stated investment objectives and policies; (ii) makes investment decisions for the Fund Portfolio (or, in the future, the portion thereof for which it provides investment advice); and (iii) places all orders to purchase and sell securities on behalf of the Fund Portfolio (or, in the future, the portion thereof for which it provides investment advice). 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 Portfolio or Funds Portfolios (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(sPortfolio(s) as set forth in the relevant sub-advisory agreement. If a Fund Portfolio 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 Portfolio assigned to it by the Adviser, the Adviser will monitor the performance of both the Fund Portfolio as a whole and each sub-adviser and will reallocate Fund Portfolio assets among individual sub-advisers, or recommend to the Board that a Fund Portfolio employ or terminate particular sub-advisers, to the extent necessary to achieve the overall objective of the particular FundPortfolio. 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 the Fund 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.