AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 21^st day of April, 2020 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

WHEREAS, the Fund and Distributor are parties to that certain Principal Underwriting Agreement dated September 30, 2011, as amended on May 17, 2018 and September 10, 2018 (the “Agreement”); and

WHEREAS, the Fund and Distributor desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein provided, the Fund and Distributor hereby agree as follows:

1. Section 12 of the Agreement is hereby deleted and replaced in its entirety with the following:

“12. Term of Agreement. This Agreement shall become effective on the date indicated and shall remain in effect for a period of two (2) years from the date of this Agreement. This Agreement shall continue annually thereafter for successive one (1) year periods if approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Directors of the Fund (the “Directors”), and (ii) by a vote of a majority of the Directors who are parties to this Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on this Agreement.”

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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized at Greenwood Village, Colorado, on the day and year first written above.

GREAT-WEST FUNDS, INC.						GWFS EQUITIES, INC.
By:		/s/ Xxxx X. Xxxxxx				By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxx X. Xxxxxx				Name:		Xxxxxx Xxxxxx
Title:		Chief Financial Officer & Treasurer				Title:		Vice President