FIRST AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
FIRST AMENDMENT TO THE
THIS FIRST AMENDMENT (“First 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 First Amendment on behalf of, and this First 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 (the “Agreement”), whereby the Adviser agreed to reduce the management fee of the applicable Fund in an amount commensurate with the difference between the shareholder services fees charged by Great-West Life & Annuity Insurance Company and any compensation 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 and the compensation arrangement as of May 1, 2015; and
WHEREAS, the Parties now desire to amend the Agreement by entering into this First 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 First 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 First Amendment, this First Amendment will control. |
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GWCM – GWF 1st Amendment to Expense Limitation Agreement
IN WITNESS WHEREOF, the parties have caused this First 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 1st Amendment to Expense Limitation Agreement | Page 2 of 3 |
SCHEDULE A
TO THE
GREAT-WEST FUNDS, INC.
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 1st Amendment to Expense Limitation Agreement | Page 3 of 3 |
