Common use of Investment Sub-Advisory Services Clause in Contracts

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Fund, the Sub-Adviser shall, when appropriate and consistent with the limitations set forth in Section 4 hereof: a. consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund for approval, modification, or rejection by the Adviser and Board; b. perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund, as set forth in the Empower Funds registration statement; c. seek out specific investment opportunities for the Fund consistent with the investment plan; d. take such steps as are necessary to implement the investment plan for the Fund, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ registration statement, management of investments and any other property of the Fund, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Fund, including, but not limited to purchases, sales and contractual commitments; f. arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund for the appropriate delivery of the investment or other asset; g. report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Fund; h. maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund as required by applicable law and this Agreement; i. provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviser’s Compliance Policies and Procedures and Code of Ethics; j. meet the terms of and cooperate in regular inspections of the Sub-Adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. vote all shares held by the Fund.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the FundPortfolios, the Sub-Adviser adviser shall, when appropriate and consistent with the limitations set forth in Section 4 D hereof: a. (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund Portfolios for approval, modification, or rejection by the Adviser and Board; b. (2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the FundPortfolios, as set forth in the Empower Funds registration statementFund’s Registration Statement; c. (3) seek out specific investment opportunities for the Fund Portfolios consistent with the investment plan; d. (4) take such steps as are necessary to implement the investment plan for the FundPortfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ registration statementFund’s Registration Statement, management of investments and any other property of the FundPortfolios, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the FundPortfolios, including, but not limited to purchases, sales and contractual commitments; f. (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund Portfolios for the appropriate delivery of the investment or other asset; g. (7) report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the FundPortfolios; h. (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund Portfolios as required by applicable law and this Agreement; i. (9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios by Sub-adviser; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviseradviser’s Compliance Policies and Procedures and Code of Ethics; j. (11) meet the terms of and cooperate in regular inspections of the Sub-Adviser adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. (12) vote all shares held by the FundPortfolios. Sub-adviser may act as the Portfolio’s proxy voting agent directly or Sub-adviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio in accordance with the proxy voting policies and procedures of Sub-adviser as provided to the Portfolio and Adviser, provided, however, that in either case, Sub-dviser shall be responsible for voting all proxies on behalf of the Portfolio. .

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the FundPortfolios, the Sub-Adviser adviser shall, when appropriate and consistent with the limitations set forth in Section 4 D hereof: a. (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund Portfolios for approval, modification, or rejection by the Adviser and Board; b. (2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the FundPortfolios, as set forth in the Empower Funds registration statementFund’s Registration Statement; c. (3) seek out specific investment opportunities for the Fund Portfolios consistent with the investment plan; d. (4) take such steps as are necessary to implement the investment plan for the FundPortfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ registration statementFund’s Registration Statement, management of investments and any other property of the FundPortfolios, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the FundPortfolios, including, but not limited to purchases, sales and contractual commitments; f. (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund Portfolios for the appropriate delivery of the investment or other asset; g. (7) report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the FundPortfolios; h. (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund Portfolios as required by applicable law and this Agreement; i. (9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios by Sub-adviser; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviseradviser’s Compliance Policies and Procedures and Code of Ethics; j. (11) meet the terms of and cooperate in regular inspections of the Sub-Adviser adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. (12) vote all shares held by the FundPortfolios.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Fund, the Sub-Adviser shall, when appropriate and consistent with the limitations set forth in Section 4 hereof: a. consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund for approval, modification, or rejection by the Adviser and Board; b. perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund, as set forth in the Empower Funds registration statement; c. b. seek out specific investment opportunities for the Fund consistent with the investment plan; d. c. take such steps as are necessary to implement the investment plan for the Fund, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ Funds registration statement, management of investments and any other property of the Fund, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. d. communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Fund, including, but not limited to purchases, sales and contractual commitments; f. e. arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund for the appropriate delivery of the investment or other asset; g. f. report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Fund; h. g. maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund as required by applicable law and this Agreement; h. arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Fund resulting from the investment management services provided to the Fund by the Sub-Adviser; for avoidance of doubt, the Sub-Adviser agrees to provide reasonable assistance but is not the official recordkeeper for the Fund; i. provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviser’s Compliance Policies and Procedures and Code of EthicsEthics likely to impact the management of the Funds, as determined by the Sub-Adviser; j. meet the terms of and cooperate in regular inspections of the Sub-Adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. vote all shares held by the Fund.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Fund, the Sub-Adviser shall, when appropriate and consistent with the limitations set forth in Section 4 hereofD hereof and at all times at the absolute discretion of the Sub-Adviser: a. (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund for approval, modification, or rejection by the Adviser and Board; b. (2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund, as set forth in the Empower Funds registration statementFund’s Registration Statement; c. (3) seek out specific investment opportunities for the Fund consistent with the investment plan; d. (4) take such steps as are necessary to implement the investment plan for the Fund, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ registration statementFund’s Registration Statement, management of investments and any other property of the FundFunds, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Fund, including, but not limited to purchases, sales and contractual commitments; f. (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund for the appropriate delivery of the investment or other asset; g. (7) report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Fund; h. (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund as required by applicable law and this Agreement; i. (9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Fund resulting from the investment management services provided to the Fund by Sub-Adviser; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviser’s Compliance Policies and Procedures and Code of Ethics; j. (11) meet the terms of and cooperate in regular inspections of the Sub-Adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. (12) vote all shares held by the FundFund in line with Sub-Adviser’s standard voting policy. Any costs associated with voting the shares will be paid by the Sub-Adviser.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Fund, the Sub-Adviser shall, when appropriate and consistent with the limitations set forth in Section 4 hereof: a. consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund for approval, modification, or rejection by the Adviser and Board; b. perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund, as set forth in the Empower Funds registration statement; c. seek out specific investment opportunities for the Fund consistent with the investment plan; d. take such steps as are necessary to implement the investment plan for the Fund, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ Funds registration statement, management of investments and any other property of the Fund, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Fund, including, but not limited to purchases, sales and contractual commitments; f. arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund for the appropriate delivery of the investment or other asset; g. report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Fund; h. maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund as required by applicable law and this Agreement; i. arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Fund resulting from the investment management services provided to the Fund by the Sub-Adviser; j. provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviser’s Compliance Policies and Procedures and Code of Ethics; j. k. meet the terms of and cooperate in regular inspections of the Sub-Adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. l. vote all shares held by the Fund.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Fund, the Sub-Adviser shall, when appropriate and consistent with the limitations set forth in Section 4 hereof: a. consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund for approval, modification, or rejection by the Adviser and Board; b. perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund, as set forth in the Empower Funds registration statement; c. b. seek out specific investment opportunities for the Fund consistent with the investment plan; d. c. take such steps as are necessary to implement the investment plan for the Fund, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ Funds registration statement, management of investments and any other property of the Fund, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. d. communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Fund, including, but not limited to purchases, sales and contractual commitments; f. e. arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund for the appropriate delivery of the investment or other asset; g. f. report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Fund; h. g. maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund as required by applicable law and this Agreement; h. arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Fund resulting from the investment management services provided to the Fund by the Sub-Adviser; for avoidance of the Sub-Adviser agrees to provide reasonable assistance but is not the official recordkeeper for the Fund; i. provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviser’s Compliance Policies and Procedures and Code of EthicsEthics likely to impact the management of the Funds, as determined by the Sub-Adviser; j. meet the terms of and cooperate in regular inspections of the Sub-Adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. vote all shares held by the Fund.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the FundPortfolios, the Sub-Adviser adviser shall, when appropriate and consistent with the limitations set forth in Section 4 D hereof: a. (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund Portfolios for approval, modification, or rejection by the Adviser and Board; b. (2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the FundPortfolios, as set forth in the Empower Funds registration statementFund’s Registration Statement; c. (3) seek out specific investment opportunities for the Fund Portfolios consistent with the investment plan; d. (4) take such steps as are necessary to implement the investment plan for the FundPortfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Empower Funds’ registration statementFund’s Registration Statement, management of investments and any other property of the FundPortfolios, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; e. (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the FundPortfolios, including, but not limited to purchases, sales and contractual commitments; f. (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Fund Portfolios for the appropriate delivery of the investment or other asset; g. (7) report monthly in writing to the Adviser and report at least annually in person to the Board, or in a manner as otherwise permitted by the Board, Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the FundPortfolios; h. (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Fund Portfolios as required by applicable law and this Agreement; i. (9) arrange with the Adviser an administrative process acceptable to the Adviser and Sub-adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios by Sub-adviser, provided that the Sub-adviser shall not be responsible for providing fund administration services, such as fund accounting and tax services, to the Portfolios; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any material changes to the Sub-Adviseradviser’s Compliance Policies and Procedures and Code of Ethics; j. (11) meet the terms of and cooperate in regular inspections of the Sub-Adviser adviser by the Adviser as reasonably requested in writing from time to time by the Adviser; and k. (12) the Sub-adviser will vote all shares held by proxies received in accordance with the FundSub-adviser’s proxy voting policy. The Adviser shall instruct the Portfolios’ custodian to forward or cause to be forwarded to the Sub-adviser all relevant proxy solicitation materials.