SECOND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
SECOND AMENDMENT TO THE
THIS SECOND AMENDMENT (“Second Amendment”) to the Expense Limitation Agreement is made as of this 1st day of May, 2017, by and between Great-West Capital Management, LLC (the “Adviser”), and Great-West Funds, Inc. (“Great-West Funds”) (each a “Party” and collectively the “Parties”). Great-West Funds is a series investment company, and is entering into this Second Amendment on behalf of, and this Second Amendment shall apply to, each series of Great-West Funds set forth on SCHEDULE A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
WHEREAS, the Parties entered into an Expense Limitation Agreement on May 1, 2015, as amended (the “Agreement”), whereby the Adviser agreed to reduce the management fee of the applicable Fund in an amount at least equal to any compensation (including Rule 12b-1 fees) received from registered open-end management investment companies that are not part of the same “group of investment companies” (within the meaning of Section 12(d)(1)(G)(ii) of the 1940 Act) as the Fund (“Unaffiliated Fund(s)”) by the Adviser, or an affiliated person of the Adviser, in connection with investment by such Fund in the Unaffiliated Fund;
WHEREAS, the Parties amended the Agreement on May 1, 2016, by replacing Schedule A (“First Amendment”); and
WHEREAS, the Parties now desire to amend the Agreement by entering into this Second Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
| 2. | Except to the extent modified by this Second Amendment, the remaining provisions of the Agreement will remain in full force and effect. In the event of a conflict between the provisions of the Agreement and those of this Second Amendment, this Second Amendment will control. |
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GWCM – GWF 2nd Amendment to Expense Limitation Agreement
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.
| GREAT-WEST CAPITAL MANAGEMENT, LLC | ||||||||
| Attest: | /s/ Xxxx X. Xxxxxxx |
By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: | Xxxx X. Xxxxxxx |
Name: | Xxxxx X. Xxxxx | |||||
| Title: | Vice President, Counsel & | |||||||
| Secretary |
Title: | President & Chief Executive Officer | ||||||
| GREAT-WEST FUNDS, INC. | ||||||||
| Attest: | /s/ Xxxx X. Xxxxxxx |
By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxxx |
Name: | Xxxx X. Xxxxxx | |||||
| Title: | Vice President, Counsel & | |||||||
| Secretary |
Title: | Chief Financial Officer & Treasurer | ||||||
| GWCM – GWF 2nd Amendment to Expense Limitation Agreement | Page 2 of 3 |
SCHEDULE A
TO THE
GREAT-WEST FUNDS, INC.
Great-West Lifetime Conservative 2015 Fund
Great-West Lifetime 2015 Fund
Great-West Lifetime Conservative 2020 Fund
Great-West Lifetime 2020 Fund
Great-West Lifetime Conservative 2025 Fund
Great-West Lifetime 2025 Fund
Great-West Lifetime Conservative 2030 Fund
Great-West Lifetime 2030 Fund
Great-West Lifetime Conservative 2035 Fund
Great-West Lifetime 2035 Fund
Great-West Lifetime Conservative 2040 Fund
Great-West Lifetime 2040 Fund
Great-West Lifetime Conservative 2045 Fund
Great-West Lifetime 2045 Fund
Great-West Lifetime Conservative 2050 Fund
Great-West Lifetime 2050 Fund
Great-West Lifetime 2055 Conservative Fund
Great-West Lifetime 2055 Fund
Great-West Conservative Profile I Fund
Great-West Moderately Conservative Profile I Fund
Great-West Moderate Profile I Fund
Great-West Moderately Aggressive Profile I Fund
Great-West Aggressive Profile I Fund
Great-West Conservative Profile II Fund
Great-West Moderately Conservative Profile II Fund
Great-West Moderate Profile II Fund
Great-West Moderately Aggressive Profile II Fund
Great-West Aggressive Profile II Fund
Great-West SecureFoundation® Balanced Fund
Great-West SecureFoundation® Lifetime 2015 Fund
Great-West SecureFoundation® Lifetime 2020 Fund
Great-West SecureFoundation® Lifetime 2025 Fund
Great-West SecureFoundation® Lifetime 2030 Fund
Great-West SecureFoundation® Lifetime 2035 Fund
Great-West SecureFoundation® Lifetime 2040 Fund
Great-West SecureFoundation® Lifetime 2045 Fund
Great-West SecureFoundation® Lifetime 2050 Fund
Great-West SecureFoundation® Lifetime 2055 Fund
Initial term ends on date: April 30, 2016
| GWCM – GWF 2nd Amendment to Expense Limitation Agreement | Page 3 of 3 |
