0000356476-15-000067 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2015 • Great-West Funds Inc • Colorado

SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement") made as of the 30th day of May 2014, 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"), Silvant Capital Management, LLC, a limited liability company organized under the laws of the state of Georgia, registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub­adviser"), 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 portfolio of the Fund (the "Portfolio") 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:

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • Great-West Funds Inc

This Investment Advisory Agreement is made this 1st day of May, 2015 (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”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 30th, 2015 • Great-West Funds Inc • Colorado

THIS AGREEMENT is made and entered into this 1st day of May, 2015 by and between Great-West Life & Annuity Insurance Company (“GWL&A”), a Colorado corporation, and Great-West Funds, Inc., (“Great-West Funds”), a Maryland corporation, both having their principal office and place of business at 8515 East Orchard Road, Greenwood Village, Colorado, 80111.

EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • April 30th, 2015 • Great-West Funds Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of May 2015, is by and between Great-West Capital Management, LLC (the “Adviser”), and Great-West Funds, Inc. (“Great-West Funds”). Great-West Funds is a series investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Great-West Funds set forth on SCHEDULE A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • April 30th, 2015 • Great-West Funds Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of May 2015, is by and between Great-West Capital Management, LLC (the “Adviser”), and Great-West Funds, Inc. (“Great-West Funds”). Great-West Funds is a series investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Great-West Funds set forth on SCHEDULE A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

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