0001193125-18-259176 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 28th, 2018 • Great-West Funds Inc • Delaware

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 24th day of August, 2018, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the Great-West Global Bond Fund (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and BNY Mellon Asset Management North America Corporation, a Delaware Corporation (the “Sub-Adviser”).

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AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 28th, 2018 • Great-West Funds Inc

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

CLASS L SERVICE AGREEMENT
Class L Service Agreement • August 28th, 2018 • 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 .

AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT (THE “AGREEMENT”)
Sub-Advisory Agreement • August 28th, 2018 • Great-West Funds Inc

This Amendment No.1 (the “Amendment”) made this 24th day of August, 2018, 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”), Franklin Advisers, Inc. (the “Sub-adviser”), a corporation organized under the laws of the State of California, registered as an investment adviser under the Advisers Act, and Great-West Funds, Inc., a Maryland corporation (the “Fund”), on behalf of the Great-West Global Bond Fund (formerly Great-West Templeton Global Bond Fund) (the “Portfolio”).

SECOND AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • August 28th, 2018 • Great-West Funds Inc

This Second Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 10th day of September, 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 • August 28th, 2018 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective August 24, 2018 (the “Amendment”), is entered into 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”), Loomis, Sayles & Company, L.P., 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 the Great-West Loomis Sayles Bond Fund and the Great-West Loomis Sayles Small Cap Value Fund (the “Portfolios”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 28th, 2018 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective August 24, 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 Loomis, Sayles & Company, L.P. (the “Sub-Adviser”).

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 28th, 2018 • Great-West Funds Inc

This Amendment (this “Amendment”), effective August 1, 2017, 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 ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 28th, 2018 • Great-West Funds Inc

This Amendment (this “Amendment”), effective June 23, 2016, 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”).

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