Common use of Limitations on Advisory Services Clause in Contracts

Limitations on Advisory Services. The Sub-adviser shall perform the services under this Agreement, subject to the periodic review of the Adviser and the Board, and in a manner consistent with the investment objectives, policies, and restrictions of the Portfolios and/or Fund as stated in its Registration Statement, as amended from time to time, filed with the Securities and Exchange Commission, its Articles of Incorporation and Bylaws, as amended from time to time and the other documents (as applicable) identified on Schedule C hereto and provided to or in the possession of Sub-adviser (it being understood that certain of such documents may already be in Sub-adviser’s possession) and the provisions of the Investment Company Act of 1940, as amended. The Fund has furnished or will furnish the Sub-adviser with copies of the Fund’s Registration Statement, Prospectus, Articles of Incorporation, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-adviser will be entitled to rely on all documents furnished by the Adviser or the Fund, or any agent of the Adviser or the Fund. The Adviser and the Fund hereby acknowledge that Sub-adviser is not responsible for pricing portfolio securities and will rely on the pricing services utilized by the Adviser.

Limitations on Advisory Services. a. The Sub-adviser Adviser shall perform the services under this Agreement, Agreement subject to the periodic review of the Adviser and the Board, Board and in a manner consistent with the investment objectives, policies, and restrictions of the Portfolios Fund and/or Fund Empower Funds as stated in its Registration Statement, as amended from time to time, the Empower Funds registration statement filed with the Securities and Exchange CommissionCommission (the “SEC”), its Articles of Incorporation and Bylaws, each as amended from time to time and the other documents (as applicable) identified on Schedule C hereto and provided to or in the possession of Sub-adviser (it being understood that certain of such documents may already be in Sub-adviser’s possession) and time, the provisions of the Investment Company Act of 1940, as amendedamended (the “1940 Act”) and the investment objectives and guidelines, attached hereto as Schedule B, and as may be amended and delivered in writing from time to time by the Adviser to the Sub-Adviser (the “Guidelines”), such Guidelines to be considered an integral part of this Agreement and are incorporated herein. The Fund Sub-Adviser will be entitled to rely on all documents furnished by the Adviser. The Adviser will continue to provide all of the services described in the Advisory Agreement other than those services delegated to the Sub-Adviser pursuant to this Agreement. b. Empower Funds has furnished or will furnish the Sub-adviser Adviser with copies of the Fund’s Registration Statement, ProspectusEmpower Funds registration statement, Articles of Incorporation, Incorporation and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish to the Sub-adviser with copies of Adviser any amendments or supplements thereto before or at the time the amendments or supplements same become effective. The Sub-adviser will be Adviser is entitled to rely on all documents furnished by the Adviser or the Fund, or any agent of the Adviser or the Fund. The Adviser and the Fund hereby acknowledge that Sub-adviser is not responsible for pricing portfolio securities and will rely on the pricing services utilized by the AdviserEmpower Funds.

Limitations on Advisory Services. The Sub-adviser shall perform the services under this Agreement, subject to the periodic review of the Adviser and the Board, and in a manner consistent with the investment objectives, policies, and restrictions of the Portfolios and/or Fund as stated in its Registration Statement, as amended from time to time, filed with the Securities and Exchange Commission, its Articles of Incorporation and Bylaws, as amended from time to time and the other documents (as applicable) identified on Schedule C hereto and provided to or in the possession of Sub-adviser (it being understood that certain of such documents may already be in Sub-adviser’s 's possession) and the provisions of the Investment Company Act of 1940, as amended. The Fund has furnished or will furnish the Sub-adviser with copies of the Fund’s 's Registration Statement, Prospectus, Articles of Incorporation, and Bylaws as currently in effect and agrees during the continuance of this Agreement to furnish the Sub-adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-adviser will be entitled to rely on all documents furnished by the Adviser or the Fund, or any agent of the Adviser or the Fund. The Adviser and the Fund hereby acknowledge that Sub-adviser is not responsible for pricing portfolio securities and will rely on the pricing services utilized by the Adviser.