EX-99.D1 3 d734065dex99d1.htm AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTS Amended and Restated Investment Advisory Agreements

AMENDMENT TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

This Amendment (this “Amendment”), effective July 17, 2017, 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 A of the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto.

 

  2.

Schedule B of the Agreement is hereby deleted in its entirety and replaced with Schedule B attached hereto.

 

  3.

In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

 

  4.

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.

 

  5.

Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank; signature page to follow.]

 

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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.

 

         GREAT-WEST CAPITAL MANAGEMENT, LLC
Attest:   

/s/ Cara B. Owen

      By:  

/s/ Mary C. Maiers

Name:   

Cara B. Owen

      Name:  

Mary C. Maiers

Title:   

Counsel & Assistant Secretary

              Title:  

Chief Financial Officer & Treasurer

         GREAT-WEST FUNDS, INC.
Attest:   

/s/ Cara B. Owen

      By:  

/s/ Mary C. Maiers

Name:   

Cara B. Owen

      Name:  

Mary C. Maiers

Title:   

Counsel & Assistant Secretary

      Title:  

Chief Financial Officer & Treasurer

 

GWCM – Great-West Funds (Amendment to Amended and Restated Investment Advisory Agreement)   2 of 5


SCHEDULE A

TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

Funds   Investment Advisory Fee

Great-West Ariel Mid Cap Value Fund

  0.67% of the average daily net assets

Great-West Bond Index Fund

  0.13% of the average daily net assets

Great-West Core Bond Fund

  0.32% of the average daily net assets

Great-West Goldman Sachs Mid Cap Value Fund

 

0.79% of the average daily net assets on assets up to $1 billion,

0.74% of the average daily net assets on assets over $1 billion, and

0.69% of the average daily net assets on assets over $2 billion

Great-West Government Money Market Fund

  0.10% of the average daily net assets

Great-West International Index Fund

 

0.28% of the average daily net assets on assets up to $1 billion,

0.23% of the average daily net assets on assets over $1 billion, and

0.18% of the average daily net assets on assets over $2 billion

Great-West Invesco Small Cap Value Fund

 

0.80% of the average daily net assets on assets up to $1 billion,

0.75% of the average daily net assets on assets over $1 billion, and

0.70% of the average daily net assets of on assets over $2 billion;

Great-West Loomis Sayles Bond Fund

 

0.52% of the average daily net assets on assets up to $1 billion,

0.47% of the average daily net assets on assets over $1 billion, and

0.42% of the average daily net assets on assets over $2 billion

Great-West Loomis Sayles Small Cap Value Fund

  0.71% of the average daily net assets

Great-West MFS International Growth Fund

 

0.82% of the average daily net assets on assets up to $1 billion,

0.77% of the average daily net assets on assets over $1 billion, and

0.72% of the average daily net assets on assets over $2 billion

Great-West MFS International Value Fund

  0.67% of the average daily net assets

Great-West Multi-Manager Large Cap Growth Fund

 

0.64% of the average daily net assets on assets up to $1 billion,

0.59% of the average daily net assets on assets over $1 billion, and

0.54% of the average daily net assets on assets over $2 billion

Great-West Multi-Manager Small Cap Growth Fund

 

0.83% of the average daily net assets on assets up to $1 billion,

0.78% of the average daily net assets on assets over $1 billion, and

0.73% of the average daily net assets on assets over $2 billion

Great-West Putnam Equity Income Fund

 

0.74% of the average daily net assets on assets up to $1 billion,

0.69% of the average daily net on assets over $1 billion, and

0.64% of the average daily net assets on assets over $2 billion

Great-West Putnam High Yield Bond Fund

 

0.72% of the average daily net assets on assets up to $1 billion,

0.67% of the average daily net assets on assets over $1 billion, and

0.62% of the average daily net assets on assets over $2 billion

Great-West Real Estate Index Fund

 

0.34% of the average daily net assets on assets up to $1 billion,

0.29% of the average daily net assets on assets over $1 billion, and

0.24% of the average daily net assets on assets over $2 billion

Great-West S&P 500® Index Fund

 

0.23% of the average daily net assets on assets up to $1 billion,

0.18% of the average daily net assets on assets over $1 billion, and

0.13% of the average daily net assets on assets over $2 billion

Great-West S&P Mid Cap 400® Index Fund

 

0.23% of the average daily net assets on assets up to $1 billion,

0.18% of the average daily net assets on assets over $1 billion, and

0.13% of the average daily net assets on assets over $2 billion

Great-West S&P Small Cap 600® Index Fund

 

0.23% of the average daily net assets on assets up to $1 billion,

0.18% of the average daily net assets on assets over $1 billion, and

0.13% of the average daily net assets on assets over $2 billion

Great-West SecureFoundation® Balanced ETF Fund

  0.16% of the average daily net assets

Great-West Short Duration Bond Fund

  0.23% of the average daily net assets

 

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Funds   Investment Advisory Fee

Great-West T. Rowe Price Equity Income Fund

  0.47% of the average daily net assets

Great-West T. Rowe Price Mid Cap Growth Fund

  0.66% of the average daily net assets

Great-West Templeton Global Bond Fund

 

0.58% of the average daily net assets on assets up to $1 billion,

0.53% of the average daily net assets on assets over $1 billion, and

0.48% of the average daily net assets on assets over $2 billion

Great-West U.S. Government Securities Fund

  0.23% of the average daily net assets

 

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SCHEDULE B

TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

Funds    Investment Advisory Fee

Great-West Lifetime Conservative 2015 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2020 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2025 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2030 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2035 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2040 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2045 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2050 Fund

   0.12% of the average daily net assets

Great-West Lifetime Conservative 2055 Fund

   0.12% of the average daily net assets

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 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 2015 Fund

   0.12% 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

 

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SEVENTH AMENDMENT TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

This Seventh Amendment (this “Amendment”), effective January 11, 2019, 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.

[Remainder of page intentionally left blank; signature page to follow.]

 

GWCM – Great-West Funds (Amendment to Amended and Restated Investment Advisory Agreement re: Lifetime 2060 Funds)   1 of 3


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.

 

     GREAT-WEST CAPITAL MANAGEMENT, LLC

Attest:

  

/s/ Cara B. Owen

   

By:

 

/s/ Scott C. Sipple

Name:

  

Cara B. Owen

   

Name:

 

Scott C. Sipple

Title:

  

Senior Counsel & Assistant Secretary

 

      

 

Title:

 

President & Chief Executive Officer

     GREAT-WEST FUNDS, INC.

Attest:

  

/s/ Cara B. Owen

   

By:

 

/s/ Mary C. Maiers

Name:

  

Cara B. Owen

   

Name:

 

Mary C. Maiers

Title:

  

Senior Counsel & Assistant Secretary

   

Title:

 

Chief Financial Officer & Treasurer

 

GWCM – Great-West Funds (Amendment to Amended and Restated Investment Advisory Agreement re: Lifetime 2060 Funds)   2 of 3


SCHEDULE B

TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

Funds    Investment Advisory Fee

Great-West Lifetime Conservative 2015 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2020 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2025 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2030 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2035 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2040 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2045 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2050 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2055 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2060 Fund

  

0.12% of the average daily net assets

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 2015 Fund

  

0.12% 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

 

GWCM – Great-West Funds (Amendment to Amended and Restated Investment Advisory Agreement re: Lifetime 2060 Funds)   3 of 3


EIGHTH AMENDMENT TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

This Eighth Amendment (this “Amendment”), effective March 15, 2019, 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.

[Remainder of page intentionally left blank; signature page to follow.]

 

GWCM – Great-West Funds (Amendment to Amended and Restated Investment Advisory Agreement re: SF 2015 Merger)   1 of 3


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.

 

       GREAT-WEST CAPITAL MANAGEMENT, LLC

Attest:

  

/s/ Cara B. Owen

   

By:

 

/s/ Scott C. Sipple

Name:

  

Cara B. Owen

   

Name:

 

Scott C. Sipple

Title:

  

Senior Counsel & Assistant Secretary

   

Title:

 

President & Chief Executive Officer

       GREAT-WEST FUNDS, INC.

Attest:

  

/s/ Cara B. Owen

 

        

 

By:

 

/s/ Mary C. Maiers

Name:

  

Cara B. Owen

   

Name:

 

Mary C. Maiers

Title:

  

Senior Counsel & Assistant Secretary

   

Title:

 

Chief Financial Officer & Treasurer

 

GWCM – Great-West Funds (Amendment to Amended and Restated Investment Advisory Agreement re: SF 2015 Merger)   2 of 3


SCHEDULE B

TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

Funds    Investment Advisory Fee

Great-West Lifetime Conservative 2015 Fund

  

0.12% of the average daily net assets  

Great-West Lifetime Conservative 2020 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2025 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2030 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2035 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2040 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2045 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2050 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2055 Fund

  

0.12% of the average daily net assets

Great-West Lifetime Conservative 2060 Fund

  

0.12% of the average daily net assets

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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