AMENDMENT TO AMENDED & RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDMENT TO AMENDED & RESTATED
The following amendment (this “Amendment”), effective June 11, 2015, is made to the Amended and Restated Investment Advisory Agreement, by and between Great-West Funds, Inc. (the “Great-West Funds”) and Great-West Capital Management, LLC (the “Adviser”), dated May 1, 2015 (the “Agreement”), and is hereby incorporated into and made a part of the Agreement.
| 1. | The first paragraph of Article II, Section A of the Agreement is deleted in its entirety and replaced with the following: |
As compensation for its services with respect to Great-West Funds, the Adviser receives monthly compensation at the annual rate of 0.65% of the average daily net assets of the Great-West American Century Growth Fund; 0.60% of the average daily net assets of the Great-Xxxx Xxxxx Mid Cap Value Fund; 0.15% of the average daily net assets of the Great-West Bond Index Fund; 0.35% of the average daily net assets of the Great-West Federated Bond Fund; 0.90% of the average daily net assets of the Great-West Xxxxxxx Sachs Mid Cap Value Fund; 0.35% of the average daily net assets of the Great-West International Index Fund; 1.05% of the average daily net assets of the Great-West Invesco Small Cap Value Fund; 0.65% of the average daily net assets of the Great-West Multi-Manager Large Cap Growth Fund on assets up to $1 billion and 0.60% of the average daily net assets of the Great-West Multi-Manager Large Cap Growth Fund on assets over $1 billion; 0.55% of the average daily net assets of the Great-West Xxxxxx Xxxxxx Bond Fund; 0.60% of the average daily net assets of the Great-West Xxxxxx Xxxxxx Small Cap Value Fund; 0.85% of the average daily net assets of the Great-West MFS International Growth Fund; 0.65% of the average daily net assets of the Great-West MFS International Value Fund; 0.11% of the average daily net assets of the Great-West Money Market Fund; 0.75% of the average daily net assets of the Great-West Xxxxxx Equity Income Fund; 0.75% of the average daily net assets of the Great-West Xxxxxx High Yield Bond Fund; 0.35% of the average daily net assets of the Great-West Real Estate Index Fund;
0.25% of the average daily net assets of the Great-West S&P 500 Index Fund; 0.25% of the average daily net assets of the Great-West S&P Mid Cap 400 Index Fund; 0.25% of the average daily net assets of the Great-West S&P Small Cap 600 Index Fund; 0.25% of the average daily net assets of the Great-West Short Duration Bond Fund; 0.75% of the average daily net assets of the Great-West Small Cap Growth Fund; 0.25% of the average daily net assets of the Great-West Stock Index Fund; 0.95% of the average daily net assets of the Great-West Xxxxxxxxx Global Bond Fund; 0.45% of the average daily net assets of the Great-West X. Xxxx Price Equity Income Fund; 0.65% of the average daily net assets of the Great-West X. Xxxx Price Mid Cap Growth Fund; 0.25% of the average daily net assets of the Great-West U.S. Government Mortgage Securities Fund; and 0.90% of the average daily net assets of the Great-West Multi-Manager Small Cap Growth Fund.
| 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 in their names and on their behalf by and through duly authorized officers.
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| GREAT-WEST CAPITAL MANAGEMENT, LLC | ||||||||
| Attest: | /s/ Xxxx X. Xxxxxxx |
By: | /s/ Xxxxx X. XxXxxx | |||||
| Name: | Xxxx X. Xxxxxxx |
Name: | Xxxxx X. XxXxxx | |||||
| Title: | Vice President, Counsel & Secretary |
Title: | Senior Vice President and Managing Director | |||||
| GREAT-WEST FUNDS, INC. | ||||||||
| Attest: | /s/ Xxxx X. Xxxxxxx |
By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxxx |
Name: | Xxxx X. Xxxxxx | |||||
| Title: | Assistant Vice President, Counsel & Secretary |
Title: | Chief Financial Officer & Treasurer | |||||
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