0001193125-21-144695 Sample Contracts

GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2021 • Great-West Funds Inc • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 1st day of October, 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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AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 30th, 2021 • Great-West Funds Inc

This Amendment (this “Amendment”), effective April 30, 2021, is made to the Shareholder Services Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Empower Retirement, LLC (“Empower”).

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 30th, 2021 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 30th day of April, 2021 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 • April 30th, 2021 • Great-West Funds Inc

This Second Amendment to Sub-Advisory Agreement, effective October 23, 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 limited partnership 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”).

AMENDMENT TO AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN
Agreement Pursuant to Distribution and Service Plan • April 30th, 2021 • Great-West Funds Inc

This Amendment to Agreement Pursuant to Distribution and Service Plan (this “Amendment”) is made this April 30, 2021 by and between Great- West Funds, Inc., a Maryland corporation, (“Great-West Funds”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

SECOND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2021 • Great-West Funds Inc

This Second Amendment (this “Amendment”), effective April 30, 2021, 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”).

SEVENTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2021 • Great-West Funds Inc

This Seventh Amendment (this “Amendment”), effective October 23, 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”).

TWELFTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2021 • Great-West Funds Inc

This Twelfth Amendment (this “Amendment”), effective October 23, 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”).

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