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 Portfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof: (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolio including, but not limited to, purchases, sales and contractual commitments; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolio for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolio; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolio required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolio resulting from the investment management services provided to the Portfolio; (k) vote all shares held by the Portfolio; (l) provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, but not limited to, any material changes to the Sub-adviser's Compliance Policies and Procedures and Code of Ethics that are likely to affect the Portfolio or Sub-adviser's performance under this Agreement; and (m) cooperate in annual due diligence inspections of the Sub-adviser by the Adviser as reasonably requested by Adviser. (n) In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement,the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfolioFund, the Sub-adviser Adviser shall, when appropriate and consistent with the limitations set forth in Section B 4 hereof: (f) a. 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; b. seek out specific investment opportunities for the Fund consistent with the investment plan; 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 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; d. communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolio Fund, including, but not limited to, to purchases, sales and contractual commitments; (g) ; e. arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolio Fund for the appropriate delivery of the investment or other asset; (h) ; f. report monthly in writing to the Adviser and report at least annually in person to the Board 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 Portfolio; (i) Fund; g. maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolio Fund as required to be maintained by Sub-adviser; (j) 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 Portfolio Fund resulting from the investment management services provided to the Portfolio; (k) vote all shares held Fund by the PortfolioSub-Adviser; (l) for avoidance of the Sub-Adviser agrees to provide reasonable assistance but is not the official recordkeeper for the Fund; i. provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, including but not limited to, to any material changes to the Sub-adviser's Adviser’s Compliance Policies and Procedures and Code of Ethics that are likely to affect impact the Portfolio or management of the Funds, as determined by the Sub-adviser's performance under this Agreement; Adviser; j. meet the terms of and (m) cooperate in annual due diligence regular inspections of the Sub-adviser Adviser by the Adviser as reasonably requested by Adviser. (n) In connection with the rendering of the services required from time to be provided time by the Sub-adviser under this Agreement,the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of Adviser; and k. vote all shares held by the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfolioFund, the Sub-adviser Adviser shall, when appropriate and consistent with the limitations set forth in Section B 4 hereof: (f) a. 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; b. seek out specific investment opportunities for the Fund consistent with the investment plan; 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 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; d. communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolio Fund, including, but not limited to, to purchases, sales and contractual commitments; (g) ; e. arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolio Fund for the appropriate delivery of the investment or other asset; (h) ; f. report monthly in writing to the Adviser and report at least annually in person to the Board 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 Portfolio; (i) Fund; g. maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolio Fund as required to be maintained by Sub-adviser; (j) 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 Portfolio Fund resulting from the investment management services provided to the Portfolio; (k) vote all shares held Fund by the PortfolioSub-Adviser; (l) 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 as reasonably requested by the Adviser for compliance and regulatory matters, including, including but not limited to, to any material changes to the Sub-adviser's Adviser’s Compliance Policies and Procedures and Code of Ethics that are likely to affect impact the Portfolio or management of the Funds, as determined by the Sub-adviser's performance under this Agreement; Adviser; j. meet the terms of and (m) cooperate in annual due diligence regular inspections of the Sub-adviser Adviser by the Adviser as reasonably requested by Adviser. (n) In connection with the rendering of the services required from time to be provided time by the Sub-adviser under this Agreement,the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of Adviser; and k. vote all shares held by the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfolioFund, the Sub-adviser Adviser shall, when appropriate and consistent with the limitations set forth in Section B hereofD hereof and at all times at the absolute discretion of the Sub-Adviser: (f1) 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; (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 Fund’s Registration Statement; (3) seek out specific investment opportunities for the Fund consistent with the investment plan; (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 Fund’s Registration Statement, management of investments and any other property of the Funds, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; (5) communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolio Fund, including, but not limited to, to purchases, sales and contractual commitments; ; (g6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolio Fund for the appropriate delivery of the investment or other asset; ; (h7) report monthly in writing to the Adviser and report at least annually in person to 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 Portfolio; Fund; (i) 8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolio Fund as required to be maintained by Sub-adviser; applicable law and this Agreement; (j9) 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 Portfolio Fund resulting from the investment management services provided to the Portfolio; Fund by Sub-Adviser; (k) vote all shares held by the Portfolio; (l10) provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, including but not limited to, to any material changes to the Sub-adviser's Adviser’s Compliance Policies and Procedures and Code of Ethics that are likely to affect Ethics; (11) meet the Portfolio or Sub-adviser's performance under this Agreement; terms of and (m) cooperate in annual due diligence regular inspections of the Sub-adviser Adviser by the Adviser as reasonably requested from time to time by the Adviser.; and (n12) In connection vote all shares held by the Fund in line with Sub-Adviser’s standard voting policy. Any costs associated with voting the rendering of the services required to shares will be provided paid by the Sub-adviser under this Agreement,the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationAdviser.

Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfolioFund Account, the Sub-adviser Adviser shall, when appropriate and consistent with the limitations set forth in Section B hereofD hereof and at all times at the absolute discretion of the Sub-Adviser: (f1) 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 Account for approval, modification, or rejection by the Adviser and Board; (2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund Account, as set forth in the Fund’s Registration Statement; (3) seek out specific investment opportunities for the Fund Account consistent with the investment plan; (4) take such steps as are necessary to implement the investment plan for the Fund Account, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund’s Registration Statement, management of investments and any other property of the Fund Accounts, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; (5) communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolio Fund Account, including, but not limited to, to purchases, sales and contractual commitments; ; (g6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolio Fund Account for the appropriate delivery of the investment or other asset; ; (h7) report monthly in writing to the Adviser and report at least annually in person to 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 Portfolio; Fund Account; (i) 8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolio Fund Account as required to be maintained by Sub-adviser; applicable law and this Agreement; (j9) 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 Portfolio Fund Account resulting from the investment management services provided to the Portfolio; Fund Account by Sub-Adviser; (k) vote all shares held by the Portfolio; (l10) provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, including but not limited to, to any material changes to the Sub-adviser's Adviser’s Compliance Policies and Procedures and Code of Ethics that are likely to affect Ethics; (11) meet the Portfolio or Sub-adviser's performance under this Agreement; terms of and (m) cooperate in annual due diligence regular inspections of the Sub-adviser Adviser by the Adviser as reasonably requested from time to time by the Adviser.; and (n12) In connection vote all shares held by the Fund Account in line with Sub-Adviser’s standard voting policy. Any costs associated with voting the rendering of the services required to shares will be provided paid by the Sub-adviser under this Agreement,the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationAdviser.