0001193125-19-266700 Sample Contracts

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 11th, 2019 • Great-West Funds Inc

This first amendment to Sub-Advisory Agreement, effective October 25, 2019 (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”), Putnam Investment Management, LLC, a limited liability company 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., (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A attached hereto, (each a “Fund” and, collectively, the “Funds”).

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TWELFTH AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • October 11th, 2019 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 25th day of October, 2019 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 11th, 2019 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective October 25, 2019 (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”), Putnam Investment Management, LLC, a limited liability company 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 Putnam Equity Income Fund and the Great-West Putnam High Yield Bond Fund (the “Portfolios”).

NINTH AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 11th, 2019 • Great-West Funds Inc

This Amendment (this “Amendment”), effective October 25, 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”).

NINTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 11th, 2019 • Great-West Funds Inc

This Ninth Amendment (this “Amendment”), effective October 25, 2019, 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”).

EXPENSE LIMITATION AGREEMENT GREAT-WEST FUNDS, INC.
Expense Limitation Agreement • October 11th, 2019 • Great-West Funds Inc

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective October 25, 2019 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.

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 11th, 2019 • Great-West Funds Inc

This second amendment to Sub-Advisory Agreement, effective October 25, 2019 (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 (“Great-West Funds”) on behalf of the Great-West T. Rowe Price Equity Income Fund (the “Portfolio”).

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