0001193125-19-124468 Sample Contracts

CLASS L SERVICE AGREEMENT
Class L Service Agreement • April 29th, 2019 • 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 .

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FORM OF SERVICE CLASS SERVICE AGREEMENT
Service Class Service Agreement • April 29th, 2019 • 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 .

SUPPLEMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY Dated March 6, 2019 by and between THE BANK OF NEW YORK MELLON and GREAT WEST FUNDS, INC. ENGLISH LAW MASTER AGREEMENT NETTING EXHIBIT
Securities Lending Agreement • April 29th, 2019 • Great-West Funds Inc

Pursuant to a securities lending authorization agreement and guaranty dated as of November 2, 2001, pursuant to which each Investment Company identified on Exhibit A of the Agreement, as updated or amended from time to time pursuant any amendment agreements, for itself and each Series thereof listed on Exhibit A of the Agreement (each Investment Company and each Series, “Lender”) has appointed The Bank of New York Mellon (the “Bank”) as its agent to lend securities on its behalf and to perform related activities (the “Agreement”), the following provisions shall apply to, amend and supplement the Agreement (the “Supplement”).

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 29th, 2019 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 11th day of January, 2019 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

THIRD AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2019 • Great-West Funds Inc

THIS THIRD AMENDMENT (“Amendment”) to the Expense Limitation Agreement is made as of this January 11, 2019, 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 Amendment on behalf of, and this 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.

AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2019 • Great-West Funds Inc

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

AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 29th, 2019 • Great-West Funds Inc

This Amendment (this “Amendment”), effective January 11, 2019, 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”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2019 • Great-West Funds Inc

This first amendment to Sub-Advisory Agreement, effective February 20, 2019 (the “Amendment”), is entered into by and among Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), Mellon Investments Corporation (formerly BNY Mellon Asset Management North America Corporation), a Delaware corporation (the “Sub-adviser”), and Great-West Funds, Inc., a Maryland corporation (“Great-West Funds”) on behalf of the Great-West Global Bond Fund (the “Fund”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2019 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective October 1, 2018 (the “Amendment”), is entered into by and among Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), T. Rowe Price Associates, Inc., a Maryland corporation (the “Sub-adviser”), and Great-West Funds, Inc., a Maryland corporation (the “Fund”) on behalf of the Great-West T. Rowe Price Equity Income Fund (the “Portfolio”).

THIRD AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2019 • Great-West Funds Inc

THIS THIRD AMENDMENT (“Amendment”) to the Expense Limitation Agreement is made as of this January 11, 2019, 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 Amendment on behalf of, and this 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.

FIFTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2019 • Great-West Funds Inc

This Fifth Amendment (this “Amendment”), effective May 1, 2019, 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”).

AMENDED AND RESTATED CUSTODY AGREEMENT by and between GREAT-WEST FUNDS, INC. and THE BANK OF NEW YORK MELLON
Custody Agreement • April 29th, 2019 • Great-West Funds Inc • New York

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between GREAT-WEST FUNDS, INC., a corporation organized under the laws of Maryland (the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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