0001193125-17-371861 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 18th, 2017 • Great-West Funds Inc • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 4th day of January, 2018, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the Great-West Emerging Markets Equity Fund (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and UBS Asset Management (Americas) Inc., a Delaware corporate (the “Sub-Adviser”).

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CLASS L SERVICE AGREEMENT
Class L Service Agreement • December 18th, 2017 • 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 .

EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • December 18th, 2017 • Great-West Funds Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 4th day of January, 2018, 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 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 18th, 2017 • Great-West Funds Inc

This Amendment (this “Amendment”), effective January 4, 2018, 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”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 18th, 2017 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective January 4, 2018 (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”), Goldman Sachs Asset Management, L.P., a limited partnership 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”).

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • December 18th, 2017 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 4th day of January, 2018 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 18th, 2017 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective September 20th, 2017 (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”), 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 (the “Fund”).

SECOND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 18th, 2017 • Great-West Funds Inc

This Second Amendment (this “Amendment”), effective January 4th, 2018, is made to the Expense Limitation Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Great-West Capital Management, LLC (the “Adviser”).

AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • December 18th, 2017 • Great-West Funds Inc

This Amendment (this “Amendment”), effective January 4, 2018, is made to the Shareholder Services Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Great-West Life & Annuity Insurance Company (“GWL&A”).

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