Common use of OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER Clause in Contracts

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”). Subject to the provisions of Section 7(b) hereof, the Trust agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Fund Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Fund Account over a period of time on a “fair and equitable” basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Fund Account and any specific investment restrictions applicable thereto. The parties acknowledge that it is the Sub-Adviser’s policy with respect to allocation of investment opportunities that it will not favor on an overall basis any other account managed or controlled by the Sub-Adviser or any of its affiliates (in whole or in part) over the Fund Account, and the Trust and the Adviser further acknowledge that such policy is considered to be fair and equitable for purposes of this Section 11. The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund Account may have an interest from time to time, whether in transactions which involve the Fund Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Fund Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Account or otherwise.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust Great-West Funds acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, members, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”). Subject to the provisions of Section 7(b) hereof, the Trust Great-West Funds agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Fund Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Fund Account over a period of time on a “fair and equitable” equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Fund Account and any specific investment restrictions applicable thereto. The parties acknowledge that it is the SubGreat-Adviser’s policy with respect to allocation of investment opportunities that it will not favor on an overall basis any other account managed or controlled by the Sub-Adviser or any of its affiliates (in whole or in part) over the Fund Account, and the Trust and the Adviser further acknowledge that such policy is considered to be fair and equitable for purposes of this Section 11. The Trust West Funds acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund Account may have an interest from time to time, whether in transactions which involve the Fund Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Fund Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Account or otherwise. Great-West Funds and the Adviser each acknowledge that the Sub-Adviser manages other accounts, including other investment companies, with investment strategies and holdings that are similar to those of the Fund Account, and that such other accounts may have policies regarding the disclosure of portfolio holdings that are different from policies of Great-West Funds or the Adviser that pertain to disclosure of the Fund’s portfolio holdings.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust Empower Funds acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, members, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”). Subject to the provisions of Section 7(b) hereof, the Trust Empower Funds agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Fund Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Fund Account over a period of time on a “fair and equitable” equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Fund Account and any specific investment restrictions applicable thereto. The parties acknowledge that it is the Sub-Adviser’s policy with respect to allocation of investment opportunities that it will not favor on an overall basis any other account managed or controlled by the Sub-Adviser or any of its affiliates (in whole or in part) over the Fund Account, and the Trust and the Adviser further acknowledge that such policy is considered to be fair and equitable for purposes of this Section 11. The Trust Empower Funds acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of of, or otherwise deal with positions in investments in which the Fund Account may have an interest from time to time, whether in transactions which involve the Fund Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Fund Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Account or otherwise.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust Fund acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (“"Affiliated Accounts”"). Subject to the provisions of Section 7(b) hereof, the Trust Fund agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other client accounts managed by the Sub-Adviser, including Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Fund Portfolio Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser’s 's policy to allocate, within its reasonable discretion, investment opportunities to the Fund Portfolio Account over a period of time on a “fair and equitable” equitable basis relative to the Affiliated Accountssuch other accounts, taking into account the investment objective and policies of the Fund Account Portfolio and any specific investment restrictions applicable thereto. The parties acknowledge that it is the Sub-Adviser’s policy with respect to allocation of investment opportunities that it will not favor on an overall basis any other account managed or controlled by the Sub-Adviser or any of its affiliates (in whole or in part) over the Fund Account, and the Trust and the Adviser further acknowledge that such policy is considered to be fair and equitable for purposes of this Section 11. The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund Portfolio Account may have an interest from time to time, whether in transactions which involve the Fund Portfolio Account or otherwise. The Sub-Sub- Adviser shall have no obligation to acquire for the Fund Portfolio Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Portfolio Account or otherwise.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services Services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”). Subject to the provisions of Section 7(b) hereof, the Trust agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the (he advice given or the timing or nature of action taken with respect to the Fund Sub-Advised Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Fund Sub-Advised Account over a period of time on a “fair and equitable” equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Fund Sub-Advised Account and any specific investment restrictions applicable thereto. The parties acknowledge that it is the Sub-Adviser’s policy with respect to allocation of investment opportunities that it will not favor on an overall basis any other account managed or controlled by the Sub-Adviser or any of its affiliates (in whole or in part) over the Fund Account, and the Trust and the Adviser further acknowledge that such policy is considered to be fair and equitable for purposes of this Section 11. The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund Sub-Advised Account may have an interest from time to time, whether in transactions which involve the Fund Sub-Advised Account or otherwise. The Sub-Adviser shall have no obligation Obligation to acquire for the Fund Sub-Advised Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Sub-Advised Account or otherwise.