0001193125-18-199047 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2018 • Great-West Funds Inc • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 17th day of May, 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 (each a “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Loomis, Sayles & Company, L.P., a Delaware limited partnership and registered investment adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”).

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2018 • Great-West Funds Inc • Colorado

This Amended and Restated Sub-Advisory Agreement (this “Agreement”) is made this 17th day of May, 2018 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”) on behalf of the series of Great-West Funds listed in Schedule A attached hereto(each a “Fund”).

AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 21st, 2018 • Great-West Funds Inc

This Amendment (this “Amendment”), effective May 17, 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”).

THIRD AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
The Expense Limitation Agreement • June 21st, 2018 • Great-West Funds Inc

This Third Amendment (this “Amendment”), effective May 17, 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”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2018 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective May 17, 2018 (the “Amendment”), is entered into by and among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A to the Sub-Advisory Agreement (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”).

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2018 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective May 17, 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”).

FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • June 21st, 2018 • Great-West Funds Inc

This First Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 17th day of May, 2018 by and between Great-West Funds, Inc., a Maryland corporation, (formerly Maxim Series Funds, Inc. (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2018 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective May 17, 2018 (the “Amendment”), is entered into by and among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A to the Sub-Advisory Agreement (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and LSV Asset Management, a Delaware general partnership (the “Sub-Adviser”).

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