ELEVENTH AMENDMENT TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
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”).
WHEREAS, Great-West Funds and Adviser are parties to the Amended and Restated Investment Advisory Agreement, dated May 1, 2017, as amended (the “Agreement”); and
WHEREAS, pursuant to Article VI of the Agreement, Great-West Funds and Adviser desire to amend the Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, Great-West Funds and Adviser agree as follows:
| | 1. | Schedule B of the Agreement is hereby deleted in its entirety and replaced with Schedule B attached hereto. |
| | 2. | In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. |
| | 3. | This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
| | 4. | Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through duly authorized officers as of the Effective Date.
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| | | | GREAT-WEST CAPITAL
MANAGEMENT, LLC |
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| Attest: | | /s/ Ryan L. Logsdon | | By: | | /s/ Jonathan D. Kreider |
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| Name: | | Ryan L. Logsdon | | Name: | | Jonathan D. Kreider |
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| Title: | | Vice President, Counsel & Secretary | | Title: | | President & Chief Executive Officer |
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| | | | GREAT-WEST FUNDS, INC. |
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| Attest: | | /s/ Ryan L. Logsdon | | By: | | /s/ Mary C. Maiers |
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| Name: | | Ryan L. Logsdon | | Name: | | Mary C. Maiers |
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| Title: | | Vice President, Counsel & Secretary | | Title: | | Chief Financial Officer & Treasurer |
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SCHEDULE B
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
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| Funds | | Investment Advisory Fee |
| Great-West Lifetime 2015 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2020 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2025 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2030 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2035 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2040 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2045 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2050 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2055 Fund | | 0.12% of the average daily net assets |
| Great-West Lifetime 2060 Fund | | 0.12% of the average daily net assets |
| Great-West Aggressive Profile Fund | | 0.10% of the average daily net assets |
| Great-West Moderately Aggressive Profile Fund | | 0.10% of the average daily net assets |
| Great-West Moderate Profile Fund | | 0.10% of the average daily net assets |
| Great-West Moderately Conservative Profile Fund | | 0.10% of the average daily net assets |
| Great-West Conservative Profile Fund | | 0.10% of the average daily net assets |
| Great-West SecureFoundation® Balanced Fund | | 0.10% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2020 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2025 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2030 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2035 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2040 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2045 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2050 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2055 Fund | | 0.12% of the average daily net assets |
| Great-West SecureFoundation® Lifetime 2060 Fund | | 0.12% of the average daily net assets |
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