0001193125-16-691232 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 25th, 2016 • Great-West Funds Inc • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this 17th day of December, 2015, by and among Great-West Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of Great-West S&P Small Cap 600® Index Fund (the “Acquiring Fund”), a separate series of the Corporation, and Great-West Small Cap Growth Fund, a separate series of the Corporation (the “Acquired Fund,” together with the Acquiring Fund, each a “Fund” and collectively the “Funds”), and Great-West Capital Management, LLC (“GWCM”), investment adviser for the Funds (for purposes of section 10.2 of this Agreement only). The principal place of business of the Corporation is 8515 East Orchard Road, Greenwood Village, Colorado 80111.

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AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 25th, 2016 • Great-West Funds Inc • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this 9th day of February 2016, by and among Great-West Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of Great-West Lifetime 2015 Fund III, Great-West Lifetime 2025 Fund III, Great-West Lifetime 2035 Fund III, Great-West Lifetime 2045 Fund III and Great-West Lifetime 2055 Fund III (each an “Acquiring Fund” and, collectively, the “Acquiring Funds”), each a separate series of the Corporation, and Great-West Lifetime 2015 Fund II, Great-West Lifetime 2025 Fund II, Great-West Lifetime 2035 Fund II, Great-West Lifetime 2045 Fund II and Great-West Lifetime 2055 Fund II, each a separate series of the Corporation (each an “Acquired Fund” and, collectively, the “Acquired Funds,” and together with each Acquiring Fund, each a “Fund” and collectively the “Funds”), and Great-West Capital Management, LLC (“GWCM”), investment adviser for the Funds (for purposes of section 10.2 of this Agreement only). The p

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 25th, 2016 • Great-West Funds Inc • Maryland

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of April 21, 2016, between Great-West Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of Great-West Lifetime 2015 Fund III, Great-West Lifetime 2025 Fund III, Great-West Lifetime 2035 Fund III, Great-West Lifetime 2045 Fund III and Great-West Lifetime 2055 Fund III (each an “Acquiring Fund” and, collectively, the “Acquiring Funds”), each a separate series of the Corporation, and Great-West Lifetime 2015 Fund II, Great-West Lifetime 2025 Fund II, Great-West Lifetime 2035 Fund II, Great-West Lifetime 2045 Fund II and Great-West Lifetime 2055 Fund II, each a separate series of the Corporation (each an “Acquired Fund” and, collectively, the “Acquired Funds,” and together with each Acquiring Fund, each a “Fund” and collectively the “Funds”), and Great-West Capital Management, LLC (“GWCM”), investment adviser for the Funds.

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