0001193125-20-191198 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 13th, 2020 • Great-West Funds Inc • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the day of , 2020, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the Great-West Small Cap Value Fund (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Hotchkis & Wiley Capital Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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TWELFTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 13th, 2020 • Great-West Funds Inc

This Twelfth 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”).

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 13th, 2020 • Great-West Funds Inc

This Second Amendment to Sub-Advisory Agreement, effective , 2020 (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 Small Cap Value Fund (the “Portfolio”).

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