AMENDMENT TO SUB-ADVISORY AGREEMENT
AMENDMENT TO
SUB-ADVISORY AGREEMENT
This amendment to Sub-Advisory Agreement, effective September 20th, 2017 (the “Amendment”), is entered into by and among Great-West Capital Management, LLC, a Colorado limited liability company and registered investment adviser under the Investment Advisers Act of 1940 (the “Adviser”), Irish Life Investment Managers Limited, a corporation organized under the laws of Ireland and registered investment adviser under the Investment Advisers Act of 1940 (the “Sub-adviser”), and Great-West Funds, Inc., a Maryland corporation and registered investment company under the Investment Company Act of 1940 (the “Fund”).
WHEREAS, the Adviser, Sub-adviser and Fund are parties to the Sub-Advisory Agreement, dated April 29, 2016, as amended (the “Agreement”); and
WHEREAS, the Adviser, Sub-adviser and Fund 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.
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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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 CAPITAL MANAGEMENT, LLC | ||||||||
| Attest: | /s/ Xxxx X. Xxxx |
By: | /s/ Xxxxx X. New | |||||
| Name: | Xxxx X. Xxxx |
Name: | Xxxxx X. New | |||||
| Title: | Counsel & Assistant Secretary |
Title: | Assistant Treasurer | |||||
| GREAT-WEST FUNDS, INC. | ||||||||
| Attest: | /s/ Xxxx X. Xxxx |
By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxx |
Name: | Xxxx X. Xxxxxx | |||||
| Title: | Counsel & Assistant Secretary |
Title: | Chief Financial Officer | |||||
| IRISH LIFE INVESTMENT MANAGERS LIMITED | ||||||||
| Attest: | /s/ Xxxxxxx Xxxxx |
By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: | Xxxxxxx Xxxxx |
Name: | Xxxxxx Xxxxxxx | |||||
| Title: | Head of International Clients |
Title: | Director International Business | |||||
Schedule A – Fund
Great-West International Index Fund
Great-West Real Estate Index Fund
Great-West S&P 500® Index Fund
Great-West S&P Mid Cap 400® Index Fund
Great-West S&P Small Cap 600® Index Fund
Schedule B – Fees
| Fund | Fee | |
| Great-West International Index Fund | 0.020% of the net assets | |
| Great-West Real Estate Index Fund | 0.020% of the net assets | |
| Great-West S&P 500® Index Fund | 0.0075% of the net assets | |
| Great-West S&P Mid Cap 400® Index Fund | 0.015% of the net assets | |
| Great-West S&P Small Cap 600® Index Fund | 0.013% of the net assets |
The Sub-Adviser agrees that during the term of this Agreement, the investment advisory fee payable by the Adviser under the terms of this Agreement shall be on no less favorable terms than the investment advisory fee payable by any other client of the Sub-Adviser for whom the Sub-Adviser is providing investment management services on an equivalent scale to those provided under this Sub-Advisory Agreement.
