FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT

FIRST AMENDMENT TO

SUB-ADVISORY AGREEMENT

This amendment to Sub-Advisory Agreement, effective August 24, 2018 (the “Amendment”), is entered into by and among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A to the Sub-Advisory Agreement (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Xxxxxx, Xxxxxx & Company, L.P. (the “Sub-Adviser”).

WHEREAS, the Adviser, Sub-Adviser and Great-West Funds are parties to the Sub-Advisory Agreement, dated May 17, 2018 (the “Agreement”); and

WHEREAS, the Adviser, Sub-Adviser and Great-West Funds desire to amend the Agreement, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Schedule A is deleted in its entirety and replaced with Schedule A attached hereto and incorporated herein.

2. Schedule B is deleted in its entirety and replaced with Schedule B attached hereto and incorporated herein.

3. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

4. 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.

5. Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

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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.

GREAT-WEST FUNDS, INC., on behalf of Funds listed on Schedule A
By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: President & Chief Executive Officer

GREAT-WEST CAPITAL MANAGEMENT, LLC
By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Chief Financial Officer & Treasurer

XXXXXX, XXXXXX & COMPANY, L.P.
By:		/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		Title: Vice President, Manager of Client Intake

GW – Xxxxxx Xxxxxx 1^st Amendment to 2018 Sub-Advisory Agreement (Adding Multi-Sector Bond)

SCHEDULE A

Great-West Multi-Sector Bond Fund

Great-West Core Strategies: Flexible Bond Fund

Great-West Core Strategies: U.S. Equity Fund

GW – Xxxxxx Xxxxxx 1^st Amendment to 2018 Sub-Advisory Agreement (Adding Multi-Sector Bond)

SCHEDULE B

FEE SCHEDULE

For the services to be provided to the Fund pursuant to this Agreement, the Adviser shall pay the Sub-Adviser an annual fee calculated as follows:

Fund		Fee
Great-West Core Strategies: Flexible Bond Fund		0.30% on all Fund Account Assets
Great-West Core Strategies: U.S. Equity Fund		0.50% on the first $10 million of the average daily net asset value on Fund Account assets, 0.45% on the next $15 million of the average daily net asset value on Fund Account assets, 0.40% on the next $75 million of the average daily net asset value on Fund Account assets, and 0.30% over $100 million of the average daily net assets on Fund Account assets
Great-West Multi-Sector Bond Fund		0.30% on all Fund Account Assets

The fee shall be calculated and paid monthly in arrears based on the average daily market value of the investments in the Fund Account. Payment will be made on or about the 15^th day of each month.

Fees shall be prorated on a daily basis when the Fund Account is managed by the Sub-Adviser for a portion of any month.

The Fund Account is comprised of all funds and assets, including cash, cash accruals, additions, substitutions and alterations which are allocated to the Sub-Adviser.

Except for the management fee described herein, no other compensation or fees shall be payable to the Sub-Adviser hereunder.

GW – Xxxxxx Xxxxxx 1^st Amendment to 2018 Sub-Advisory Agreement (Adding Multi-Sector Bond)