0001193125-16-562628 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2016 • Great-West Funds Inc • Colorado

This Sub-Advisory Agreement (this “Agreement”) is made this 29th day of April, 2016 by and between 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 (“Great-West Funds”). This Agreement describes the arrangement whereby the Sub-Adviser will act as an investment adviser to the series of Great-West Funds (the “Fund”) listed in Schedule A, attached hereto and commencing on the dates set forth therein, in conjunction with the Adviser, as follows:

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AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 28th, 2016 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 9th day of March 2016 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

CLASS L SERVICE AGREEMENT
Class L Service Agreement • April 28th, 2016 • Great-West Funds Inc • Colorado

This Class L Service Agreement (this “Agreement”) is made and entered into between GWFS Equities, Inc. (“GWFS”) a Delaware corporation, having a principal place of business at 8515 East Orchard Road, Greenwood Village, Colorado 80111 and (“Intermediary”), a Corporation, having its principal place of business at .

FIRST AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2016 • Great-West Funds Inc

THIS FIRST AMENDMENT (the “Amendment”) to the Expense Limitation Agreement is made as of this day of , 2016, by and between Great-West Capital Management, LLC (the “Adviser”), and Great-West Funds, Inc. (“Great-West Funds”) (each a “Party” and collectively the “Parties”). 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.

FIRST AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2016 • Great-West Funds Inc

THIS FIRST AMENDMENT (the “Amendment”) to the Expense Limitation Agreement is made as of this day of , 2016, by and between Great-West Capital Management, LLC (the “Adviser”), and Great-West Funds, Inc. (“Great-West Funds”) (each a “Party” and collectively the “Parties”). 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.

AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2016 • Great-West Funds Inc

This Amendment (this “Amendment”), effective March 9, 2016, is made to the Amended and Restated Investment Advisory Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Great-West Capital Management, LLC (the “Adviser”).

CLASS T1 SERVICE AGREEMENT
Class T1 Service Agreement • April 28th, 2016 • Great-West Funds Inc • Colorado

This Class T1 Service Agreement (this “Agreement”) is made and entered into between GWFS Equities, Inc. (“GWFS”) a Delaware corporation, having a principal place of business at Greenwood Village, Colorado 80111 and (“Intermediary”), a Corporation, having its principal place of business at .

EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • April 28th, 2016 • 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.

AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 28th, 2016 • Great-West Funds Inc

This Amendment (this “Amendment”), effective March 9, 2016, is made to the Administrative Services Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Great-West Life & Annuity Insurance Company (“GWL&A”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2016 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective October 1st, 2015 (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”), Putnam Investment Management, LLC, a Delaware limited liability company 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”).

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