TWELFTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
TWELFTH AMENDMENT TO AMENDED AND RESTATED
This Twelfth Amendment (this “Amendment”), effective , 2020, is made to the Amended and Restated Investment Advisory Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Great-West Capital Management, LLC (the “Adviser”).
WHEREAS, Great-West Funds and Adviser are parties to the Amended and Restated Investment Advisory Agreement, dated May 1, 2017, as amended (the “Agreement”); and
WHEREAS, pursuant to Article VI of the Agreement, Great-West Funds and Adviser desire to amend the Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, Great-West Funds and Adviser agree as follows:
| 1. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
| 2. | In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. |
| 3. | This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
| 4. | Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. |
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| GWCM – Great-West Funds Amendment to Amended and Restated Investment Advisory Agreement re: Small Cap Value Merger |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through duly authorized officers as of the Effective Date.
| GREAT-WEST CAPITAL MANAGEMENT, LLC | ||||||
| Attest: | /s/ Xxxx X. Xxxxxxx | By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Vice President, Counsel & Secretary | Title: | President & Chief Executive Officer | |||
| GREAT-WEST FUNDS, INC. | ||||||
| Attest: | /s/ Xxxx X. Xxxxxxx | By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President, Counsel & Secretary | Title: | Chief Financial Officer & Treasurer | |||
| GWCM – Great-West Funds Amendment to Amended and Restated Investment Advisory Agreement re: Small Cap Value Merger |
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SCHEDULE A
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
| Funds | Investment Advisory Fee | |
| Great-Xxxx Xxxxx Mid Cap Value Fund | 0.67% of the average daily net assets | |
| Great-West Bond Index Fund | 0.13% of the average daily net assets | |
| Great-West Core Bond Fund | 0.32% of the average daily net assets | |
| Great-West Core Strategies: Flexible Bond Fund | 0.38% of the average daily net assets | |
| Great-West Core Strategies: Inflation-Protected Securities Fund | 0.33% of the average daily net assets on assets up to $1 billion, 0.28% of the average daily net assets on assets over $1 billion, and 0.23% of the average daily net assets on assets over $2 billion | |
| Great-West Core Strategies: International Equity Fund | 0.53% of the average daily net assets on assets up to $1 billion, 0.48% of the average daily net assets on assets over $1 billion, and 0.43% of the average daily net assets on assets over $2 billion | |
| Great-West Core Strategies: Short Duration Bond Fund | 0.23% of the average daily net assets | |
| Great-West Core Strategies: U.S. Equity Fund | 0.47% of the average daily net assets on assets up to $1 billion, 0.42% of the average daily net assets on assets over $1 billion, and 0.37% of the average daily net assets on assets over $2 billion | |
| Great-West Emerging Markets Equity Fund | 0.93% of the average daily net assets on assets up to $1 billion, 0.88% of the average daily net assets on assets over $1 billion, and 0.83% of the average daily net assets on assets over $2 billion | |
| Great-West Global Bond Fund | 0.58% of the average daily net assets on assets up to $1 billion, 0.53% of the average daily net assets on assets over $1 billion, and 0.48% of the average daily net assets on assets over $2 billion | |
| Great-West Government Money Market Fund | 0.10% of the average daily net assets | |
| Great-West Inflation-Protected Securities Fund | 0.33% of the average daily net assets on assets up to $1 billion, 0.28% of the average daily net assets on assets over $1 billion, and 0.23% of the average daily net assets on assets over $2 billion | |
| Great-West International Growth Fund | 0.82% of the average daily net assets on assets up to $1 billion, 0.77% of the average daily net assets on assets over $1 billion, and 0.72% of the average daily net assets on assets over $2 billion | |
| Great-West International Index Fund | 0.25% of the average daily net assets on assets up to $1 billion, 0.20% of the average daily net assets on assets over $1 billion, and 0.15% of the average daily net assets on assets over $2 billion | |
| Great-West International Value Fund | 0.67% of the average daily net assets | |
| Great-West Large Cap Growth Fund | 0.64% of the average daily net assets on assets up to $1 billion, 0.59% of the average daily net assets on assets over $1 billion, and 0.54% of the average daily net assets on assets over $2 billion | |
| Great-West Large Cap Value Fund | 0.61% of the average daily net assets on assets up to $1 billion, 0.56% of the average daily net on assets over $1 billion, and 0.51% of the average daily net assets on assets over $2 billion | |
| Great-West Mid Cap Value Fund | 0.78% of the average daily net assets on assets up to $1 billion, 0.73% of the average daily net assets on assets over $1 billion, and 0.68% of the average daily net assets on assets over $2 billion | |
| Great-West Multi-Sector Bond Fund | 0.52% of the average daily net assets on assets up to $1 billion, 0.47% of the average daily net assets on assets over $1 billion, and 0.42% of the average daily net assets on assets over $2 billion | |
| Great-West Xxxxxx High Yield Bond Fund | 0.72% of the average daily net assets on assets up to $1 billion, 0.67% of the average daily net assets on assets over $1 billion, and 0.62% of the average daily net assets on assets over $2 billion | |
| Great-West Real Estate Index Fund | 0.34% of the average daily net assets on assets up to $1 billion, 0.29% of the average daily net assets on assets over $1 billion, and 0.24% of the average daily net assets on assets over $2 billion |
| GWCM – Great-West Funds Amendment to Amended and Restated Investment Advisory Agreement re: Small Cap Value Merger |
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| Funds | Investment Advisory Fee | |
| Great-West S&P 500® Index Fund | 0.21% of the average daily net assets on assets up to $1 billion, 0.16% of the average daily net assets on assets over $1 billion, 0.11% of the average daily net assets on assets over $2 billion, and 0.09% of the average daily net assets on assets over $3 billion | |
| Great-West S&P Mid Cap 400® Index Fund | 0.18% of the average daily net assets on assets up to $1 billion, 0.13% of the average daily net assets on assets over $1 billion, and 0.08% of the average daily net assets on assets over $2 billion | |
| Great-West S&P Small Cap 600® Index Fund | 0.19% of the average daily net assets on assets up to $1 billion, 0.14% of the average daily net assets on assets over $1 billion, and 0.09% of the average daily net assets on assets over $2 billion | |
| Great-West SecureFoundation® Balanced ETF Fund | 0.16% of the average daily net assets | |
| Great-West Short Duration Bond Fund | 0.23% of the average daily net assets | |
| Great-West Small Cap Growth Fund | 0.83% of the average daily net assets on assets up to $1 billion, 0.78% of the average daily net assets on assets over $1 billion, and 0.73% of the average daily net assets on assets over $2 billion | |
| Great-West Small Cap Value Fund | 0.71% of the average daily net assets | |
| Great-West X. Xxxx Price Mid Cap Growth Fund | 0.66% of the average daily net assets | |
| Great-West U.S. Government Securities Fund | 0.23% of the average daily net assets |
| GWCM – Great-West Funds Amendment to Amended and Restated Investment Advisory Agreement re: Small Cap Value Merger |
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