0001193125-20-126723 Sample Contracts

THIRD AMENDMENT TO
Sub-Advisory Agreement • April 30th, 2020 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective January 1, 2020 (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").

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2020 • Great-West Funds Inc

This Tenth Amendment (this "Amendment"), effective April 29, 2020, 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").

SIXTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2020 • Great-West Funds Inc

This Sixth Amendment (this "Amendment"), effective January 1, 2020, 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").

EXPENSE LIMITATION AND YIELD MAINTENANCE AGREEMENT
Limitation And • April 30th, 2020 • Great-West Funds Inc

This EXPENSE LIMITATION AND YIELD MAINTENANCE AGREEMENT (this "Agreement"), effective April 29, 2020, is by and among Great-West Capital Management, LLC (the "Adviser"), Empower Retirement, LLC ("Empower"), and Great-West Funds, Inc. ("Great-West Funds") on behalf of its separate series Great-West Government Money Market Fund (the "Fund").

TENTH AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 30th, 2020 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this "Amendment") is made this 21st day of April, 2020 by and between Great-West Funds, Inc., a Maryland corporation, (the "Fund") and GWFS Equities, Inc., a Delaware corporation (the "Distributor").

FOURTH AMENDMENT TO
Sub-Advisory Agreement • April 30th, 2020 • Great-West Funds Inc

This amendment to Sub-Advisory Agreement, effective April 29, 2020 (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").

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 30th, 2020 • Great-West Funds Inc • Colorado

This shareholder services agreement is entered into this 29th day of April 2020 (this "Agreement") by and between Empower Retirement, LLC ("Empower"), a Colorado limited liability company, and Great-West Funds, Inc., ("Great-West Funds"), a Maryland corporation.

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