0000356476-14-000011 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Great-West Funds Inc • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 5th day of December 2013, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and J.P. Morgan Investment Management Inc., a Delaware corporation (the “Sub-Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Great-West Funds Inc • Colorado

This Sub-Advisory Agreement (this “Agreement") is made this 3rd day of March 2014 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"), Putnam Investment Management, LLC, a limited liability company organized under the laws of Delaware 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”). This Agreement describes the arrangement whereby the Sub-adviser will act as an investment adviser to the portfolios of the Fund (the “Portfolios”) listed in Schedule A, attached hereto and commencing on the dates set forth therein, in conjunction with the Adviser, as follows:

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Great-West Funds Inc • Colorado

SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement") made this 5th day of December 2013 by and among Great-West Capital Management, Inc., a Colorado corporation registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), T. Rowe Price Associates, Inc., a Maryland corporation registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Sub-adviser"), and Great-West Funds, Inc., a Maryland corporation (the “Fund"), this Agreement embodying the arrangement whereby the Sub-adviser will act as an investment adviser to the Great-West T. Rowe Price Mid Cap Growth Fund (the "Portfolio"), in conjunction with the Adviser, as follows:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2014 • Great-West Funds Inc

This Investment Advisory Agreement is made this 3rd day of March 2014 (this “Agreement”), by and between Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”), and Great-West Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Great-West Funds Inc • Colorado

SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement") made this 5th day of December 2013 by and among Great-West Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), Federated Investment Management Company, a business trust organized under the laws of the State of Delaware, registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub-adviser"), and Great-West Funds, Inc., a Maryland corporation (the “Fund"), this Agreement embodying the arrangement whereby the Sub-adviser will act as an investment adviser to the portfolios of the Fund (the "Portfolios") listed in Schedule A attached hereto and commencing on the dates specified therein, as such Schedule may be amended from time to time by mutual written agreement, in conjunction with the Adviser, as follows:

AMENDMENT TO EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • April 30th, 2014 • Great-West Funds Inc

This AMENDMENT to the EXPENSE LIMITATION AGREEMENT (this “Amendment”), by and between Great-West Capital Management, LLC (formerly known as GW Capital Management, LLC) (the “Adviser”) and Great-West Funds, Inc. (formerly known as Maxim Series Fund, Inc.) (the “Fund”) is effective May 1, 2014.

SELLING AND SERVICE AGREEMENT
Selling and Service Agreement • April 30th, 2014 • Great-West Funds Inc • Colorado

This Selling and Service Agreement (“Agreement”) is entered into between _________ ("Financial Intermediary"), a ____________ corporation, having its principal place of business at , and GWFS Equities , Inc. ("GWFS") a Delaware corporation, having its principal place of business at Greenwood Village, Colorado 80111, with respect to those series of Great-West Funds, Inc. (the “Great-West Funds”) named in Schedule A (each such series, a “Fund,” and collectively, the “Funds”), as such schedule may be amended from time to time, for whose shares of beneficial interest ("shares") GWFS serves as principal underwriter.

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