THIRD AMENDMENT TO THE

EXPENSE LIMITATION AGREEMENT

THIS THIRD AMENDMENT (“Amendment”) to the Expense Limitation Agreement is made as of this January 11, 2019, 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 Amendment on behalf of, and this 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 on May 1, 2016 and again on May 1, 2017 (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 now desire to amend the Agreement by entering into this 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 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 Amendment, this Amendment will control.

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GWCM – GWF 3rd Amendment to Expense Limitation Agreement (NOEMX) (TD 2060 Funds add)

IN WITNESS WHEREOF, the parties have caused this 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/ Ryan L. Logsdon	By:	/s/ Scott C. Sipple
Name:	Ryan L. Logsdon	Name:	Scott C. Sipple
Title:	Vice President, Counsel & Secretary	Title:	President & Chief Executive Officer
		GREAT-WEST FUNDS, INC.
Attest:	/s/ Ryan L. Logsdon	By:	/s/ Mary C. Maiers
Name:	Ryan L. Logsdon	Name:	Mary C. Maiers
Title:	Vice President, Counsel & Secretary	Title:	Chief Financial Officer & Treasurer

GWCM – GWF 3rd Amendment to Expense Limitation Agreement (NOEMX) (TD 2060 Funds add) Page 2 of 3

SCHEDULE A

TO THE

EXPENSE LIMITATION AGREEMENT

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 Lifetime 2060 Conservative Fund*

Great-West Lifetime 2060 Fund*

Great-West Conservative Profile Fund

Great-West Moderately Conservative Profile Fund

Great-West Moderate Profile Fund

Great-West Moderately Aggressive Profile Fund

Great-West Aggressive Profile 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

Great-West SecureFoundation^® Lifetime 2060 Fund*

Initial term ends on date: April 30, 2016

* Initial term ends on date: April 30, 2020

GWCM – GWF 3rd Amendment to Expense Limitation Agreement (NOEMX) (TD 2060 Funds add) Page 3 of 3