0001193125-18-135373 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 27th, 2018 • Great-West Funds Inc • Delaware

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 27th day of April, 2018, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Franklin Templeton Institutional, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 27th, 2018 • Great-West Funds Inc

This Amendment (this “Amendment”), effective April 27, 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”).

AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT (THE “AGREEMENT”)
Sub-Advisory Agreement • April 27th, 2018 • Great-West Funds Inc

This Amendment No.1 (the “Amendment”) made this 27th day of April, 2018, amends the Agreement, dated December 5, 2013, 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”), Massachusetts Financial Services Company, a corporation organized under the laws of the State of Delaware, registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub-adviser”), and Great-West Funds, Inc., a Maryland corporation (the “Fund”), on behalf of Great-West International Value Fund (formerly Great-West MFS International Value Fund) (the “Portfolio”).

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