TENTH AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

This Amendment to Principal Underwriting Agreement (this "Amendment") is made this 21st day of April, 2020 by and between Great-West Funds, Inc., a Maryland corporation, (the "Fund") and GWFS Equities, Inc., a Delaware corporation (the "Distributor").

WHEREAS, the Fund and Distributor are parties to that certain Principal Underwriting Agreement dated March 1, 2006, as amended (the "Agreement"); and

WHEREAS, the Fund and Distributor desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein provided, the Fund and Distributor hereby agree as follows:

1.The "Term of the Agreement" provision of the Agreement is hereby deleted and replaced in its entirety with the following:

"Term of Agreement. This Agreement shall become effective on the date indicated and shall remain in effect for a period of two (2) years from the date of this Agreement. This Agreement shall continue annually thereafter for successive one (1) year periods if approved at least annually

(i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the

Directors of the Fund (the "Directors"), and (ii) by a vote of a majority of the Directors who are parties to this Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on this Agreement."

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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized at Greenwood Village, Colorado, on the day and year first written above.

GREAT-WEST FUNDS, INC. GWFS EQUITIES, INC.

By:	/s/ Mary C. Maiers	By:	/s/ Regina Mattie
Name:	Mary C. Maiers	Name:	Regina Mattie
Title:	Chief Financial Officer & Treasurer	Title:	Vice President