0001193125-20-171492 Sample Contracts

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • June 17th, 2020 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 14th day of August, 2020 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

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ELEVENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 17th, 2020 • Great-West Funds Inc

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

FOURTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 17th, 2020 • Great-West Funds Inc

THIS FOURTH AMENDMENT (“Amendment”) to the Expense Limitation Agreement is made as of this , 2020, 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 AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN
Agreement Pursuant to Distribution and Service Plan • June 17th, 2020 • Great-West Funds Inc

This Amendment to Agreement Pursuant to Distribution and Service Plan (this “Amendment”) is made this , 2020 by and between Great-West Funds, Inc., a Maryland corporation, (“Great-West Funds”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

FOURTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 17th, 2020 • Great-West Funds Inc

THIS FOURTH AMENDMENT (“Amendment”) to the Expense Limitation Agreement is made as of this , 2020, 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 AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN SERVICE CLASS SHARES
Agreement Pursuant to Distribution and Service Plan • June 17th, 2020 • Great-West Funds Inc

This Amendment to Agreement Pursuant to Distribution and Service Plan (this “Amendment”) is made this day of , 2020, by and between Great-West Funds, Inc., a Maryland corporation, (“Great-West Funds”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

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