0001193125-17-146066 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2017 • Great-West Funds Inc • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 29 day of July, 2016, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Peregrine Capital Management, LLC, a Minnesota limited liability company (the “Sub-Adviser”).

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FORM OF SERVICE CLASS SERVICE AGREEMENT
Service Class Service Agreement • April 28th, 2017 • Great-West Funds Inc • Colorado

This Service Class1 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, 2017 • Great-West Funds Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of May 2017, 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.

SECOND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2017 • Great-West Funds Inc

THIS SECOND AMENDMENT (“Second Amendment”) to the Expense Limitation Agreement is made as of this 1st day of May, 2017, 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 Second Amendment on behalf of, and this Second Amendment 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.

SECOND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2017 • Great-West Funds Inc

THIS SECOND AMENDMENT (“Second Amendment”) to the Expense Limitation Agreement is made as of this 1st day of May, 2017, 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 Second Amendment on behalf of, and this Second Amendment 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.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2017 • Great-West Funds Inc

This Investment Advisory Agreement is made this 1st day of May, 2017 (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”).

AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT (THE “AGREEMENT”)
Sub-Advisory Agreement • April 28th, 2017 • Great-West Funds Inc

This Amendment No.1 (the “Amendment”) made this 10th day of April, 2017, amends the Agreement, dated December 5, 2013, by and among Great-West Capital Management, LLC (the “Adviser”), a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), Federated Investment Management Company (the “Sub-adviser”), a business trust organized under the laws of the State of Delaware, registered as an investment adviser under the Advisers Act, and Great-West Funds, Inc., a Maryland corporation (the “Fund”), on behalf of Great-West Core Bond Fund (f/k/a Great-West Federated Bond Fund) (the “Portfolio”).

AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 28th, 2017 • Great-West Funds Inc

This Amendment (this “Amendment”), effective May 1, 2017, 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”).

EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • April 28th, 2017 • Great-West Funds Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of May 2017, 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.

FIRST AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2017 • Great-West Funds Inc

THIS FIRST AMENDMENT (“First Amendment”) to the Expense Limitation Agreement is made as of this 1st day of May, 2017, 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 First Amendment on behalf of, and this First Amendment 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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