Common use of PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER Clause in Contracts

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund Account, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the Adviser. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund Account, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the Adviser. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. a. The Sub-Adviser is hereby employed and authorized to select portfolio securities and other assets for investment by the Fund Accountand the Subsidiary, to purchase and to sell securities and other assets for the Fund AccountSub-Advised Accounts, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 4, 5, 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned time by the Fund. parties to this Agreement). b. In providing portfolio management services to each of the Fund AccountSub-Advised Accounts, the Sub-Adviser shall be subject to and shall use all reasonable endeavours to conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) jurisdictions and the supervision and control of the BoardBoard of Trustees of the Trust or a governing body of the Subsidiary in accordance with the 1940 Act, (vii) in each case to the extent specifically applicable to the Sub-Adviser in its capacity as the Sub-Adviser with respect to the Fund or the Subsidiary respectively as per this Agreement, such specific instructions as the Board may adopt of Trustees or a governing body of the Subsidiary has adopted and communicate communicated to the Sub-AdviserAdviser on the date of this Agreement or such specific instructions as the Board of the Trustees or a governing body of the Subsidiary may agree to with the Sub-Adviser from time to time, (vii) the investment objective, policies and restrictions of the Trust applicable Fund or the Subsidiary as agreed between the parties from time to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) time the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the AdviserAdviser on the date of this Agreement (including, but not limited to, the investment objective, policies and restrictions attached hereto as Annex A). The Sub-Adviser is not authorized by the Trust or the Subsidiary to take any action, including the purchase or sale of securities or other assets for the Fund AccountSub-Advised Accounts, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust and, to the extent required, the Subsidiary, the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for time by the maintenance of Fund records except as provided for in Section 18(dparties to this Agreement). At the Trust’s or the Subsidiary’s reasonable request, the Sub-Adviser will consult with the Trust Trust, the Subsidiary or with the Adviser with respect to any decision made by it with respect to the investments of the Sub-Advised Accounts. c. Each of the Trust, the Subsidiary and the Adviser acknowledge and agree that the Investment Guidelines (if any) shall not be deemed to have been breached as a result of any circumstances of Force Majeure or any events or circumstances which are otherwise outside the reasonable control of the Sub-Adviser including, but not limited to, appreciation or depreciation in the price or value of the Investments brought about solely through movements in the market. d. Without prejudice to the generality of the foregoing, and in accordance with the Sub-Adviser’s appointment under Section 1 and Section 2 hereof, the Adviser, the Trust and the Subsidiary hereby appoint and authorize the Sub-Adviser to: i. give any brokers, counterparties or other persons any instructions on behalf of the Fund Accountor the Subsidiary which may be necessary or desirable for the proper performance of the services under this Agreement and each of the Trust, the Subsidiary and the Adviser agrees to confirm such authority to such parties on request. ii. upon execution of this Agreement, the Adviser, the Subsidiary the Trust, as appropriate shall (if required) execute and deliver to the Sub-Adviser one or more powers of attorney in such form as the Sub-Adviser may reasonably request so as to authorize the relevant executing brokers to accept instructions directly from the Sub-Adviser without prior reference to the Adviser, the Trust or the Subsidiary and each of the Adviser,, the Trust and the Subsidiary further agrees to execute such other documents as the Sub-Adviser may reasonably require to facilitate the appointment of all executing brokers.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund Account, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect time and provided in writing to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the FundAdviser). In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code of 1986, as amended (the “Code”), (iii) applicable state securities laws, (iv) applicable statutes and regulations of foreign jurisdictions, (v) the supervision and control of the Board, (vi) such specific instructions as the Board may adopt and communicate in writing to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated in writing to the Sub-Adviser by the Adviser, and (ix) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account. In so doing, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser shall manage the Fund Account subject to the investment limitations of the 1940 Act as if the Fund Account were a separate registered investment company, unless otherwise instructed by the AdviserAdviser or the Trust. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentencesentence other than as required by applicable law. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for time and provided in writing to the maintenance of Fund records except as provided for in Section 18(dSub-Adviser). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account. The Sub-Adviser is authorized on behalf of the Fund to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Fund with respect to any investments made for the Fund Account which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have authority to instruct the Trust to: (i) pay cash for securities and other property delivered for the Fund Account, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund Account, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made for the Fund Account. The Sub-Adviser shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Sub-Adviser other than payment of the sub-advisory fee provided for in this Agreement. For purposes of clarification, the Adviser, the Trust and the Sub-Adviser agree as follows: Notwithstanding any other provision of the Agreement to the contrary, the Sub-Adviser shall have no obligation to perform the following services or to have employees of the Sub-Adviser perform the following roles, as applicable: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies; (b) providing employees of the Sub-Adviser to serve as officers of the Trust; or (c) providing employees of the Sub-Adviser to serve as the Trust’s Chief Compliance Officer and associated staff.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities and other instruments for investment by the Fund AccountFunds, to purchase and to sell securities and other instruments for the Fund AccountAccounts, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund AccountAccounts, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies policies, and restrictions of the Trust Empower Funds applicable to the Fund Account Funds furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto Agreement and other instructions communicated to the Sub-Adviser by the Adviser. In so doing, the Sub-Adviser shall manage the Fund Accounts subject to the investment limitations of the 1940 Act as if each Fund Account was a separate registered investment company, unless otherwise instructed by the Adviser or Empower Funds. The Sub-Adviser is not authorized by Empower Funds or the Trust Adviser to take any action, including the purchase or sale of securities for the Fund AccountAccounts, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s Empower Funds’ reasonable request, the Sub-Adviser will consult with the Trust Empower Funds or with the Adviser with respect to any decision made by it with respect to the investments of each Fund Account. The Adviser will provide all of the services described in the Advisory Agreement other than those services delegated to the Sub-Adviser hereunder. The Sub-Adviser will, no less frequently than annually, present to the Board in person, or in a manner as otherwise permitted by the Board and provide such materials as the Adviser or Empower Funds reasonably requests. The Sub-Adviser will also cooperate in periodic compliance inspections of the Sub-Adviser by the Adviser. The Sub-Adviser is authorized on behalf of each Fund to (i) enter into agreements and execute any documents required to meet the obligations of the Fund Accountwith respect to any investments made for its Fund Account which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. Without limitation of the foregoing, to the extent that the Funds are permitted to invest in derivatives or other relevant investment types, the Sub-Adviser is authorized to post securities, cash or other property of a Fund as margin or collateral with any counterparty or clearing or settlement agent (each, a “Collateral Recipient”) in connection with transactions in derivatives contracts and any other investment transactions entered into on behalf of its Fund Account in accordance with this Agreement, which securities, cash or other property shall be subject to a general lien and security interest to secure the performance of the Fund under such derivatives contracts. In connection with the preceding sentence, the Adviser agrees that it will not cause or allow any assets of a Fund Account that are posted to a Collateral Recipient to be or become subject to liens, security interests, mortgages or encumbrances of any kind other than as contemplated by the preceding sentence. The Sub-Adviser shall not have the authority to cause Empower Funds to deliver securities and other property or pay cash to the Sub-Adviser. Further, Sub-Adviser shall maintain all accounts, books and records with respect to each Fund Account as is required of a sub-adviser of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules thereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Funds are the property of the Funds and will promptly surrender to designated officers of Empower Funds any or all such records upon request, subject to retention of a copy to the extent required for regulatory or internal compliance purposes. The Sub-Adviser agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for each Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act. Any such records shall be made available, promptly on request, to the Funds’ accountants or auditors during regular business hours at the Sub-Adviser’s offices upon written notice. In addition, the Sub-Adviser will provide any materials reasonably related to the investment sub-advisory services provided hereunder, as may be reasonably requested in writing by Empower Funds or the Adviser or as may be required by any governmental agency or self-regulatory organization having jurisdiction thereof within such time as requested by any such governmental agency or self-regulatory organization.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund AccountFund, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the diversification requirements in Section 851 within the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the BoardBoard of Trustees of the Trust, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the AdviserAdviser or the Board of Trustees in accordance with Section 5 of this Agreement. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account. Sub-Adviser may engage, at its own expense, any of its affiliates to assist it with providing its services under this Agreement (including affiliates outside of the United States), provided that Sub-Adviser may not engage such affiliate if doing so would result in the affiliate acting as an “investment adviser” to the Fund within the meaning of the 1940 Act. Sub-Adviser will be liable for the acts and omissions of any affiliate to whom it engages to the same extent that Sub-adviser would be liable for its own acts and omissions under this Agreement.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund AccountFund, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the BoardBoard of Trustees of the Trust, (vii) such specific instructions as the Board of Trustees may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto Agreement and other instructions communicated to the Sub-Adviser by the Adviser. In so doing, the Sub-Adviser shall manage the Fund Account subject to the investment limitations of the 1940 Act as if the Fund Account were a separate registered investment company, unless otherwise instructed by the Adviser or the Trust. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser Adviser, or its affiliate, shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d)9 hereunder. At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account. The Sub-Adviser is authorized on behalf of the Fund to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Fund with respect to any investments made for the Fund Account which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have authority to instruct the Trust to: (i) pay cash for securities and other property delivered for the Fund Account, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund Account, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made for the Fund Account. The Sub-Adviser shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Sub-Adviser other than payment of the management fee provided for in this Agreement. The Sub-Adviser may delegate portfolio management and administrative duties to its affiliates and may share such information as necessary to accomplish these purposes. Additionally, the Sub-Adviser will have the ability to delegate back-office non-investment advisory services to State Street Investment Manager Solutions, LLC. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed. Further, Sub-Adviser shall maintain all accounts, books and records with respect to the Fund Account as are required of a sub-advisor of a registered investment company pursuant the 1940 Act and Investment Advisers Act of 1940 (the “Investment Advisers Act”), and the rules thereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Fund and agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities and other instruments for investment by the Fund AccountFund, to purchase and to sell securities and other instruments for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies policies, and restrictions of the Trust Empower Funds applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto Agreement and other instructions communicated to the Sub-Adviser by the Adviser. In so doing, the Sub-Adviser shall manage the Fund Account subject to the investment limitations of the 1940 Act as if the Fund Account were a separate registered investment company, unless otherwise instructed by the Adviser or Empower Funds. The Sub-Adviser is not authorized by Empower Funds or the Trust Adviser to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s Empower Funds’ reasonable request, the Sub-Adviser will consult with the Trust Empower Funds or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account. The Adviser will provide all of the services described in the Advisory Agreement other than those services delegated to the Sub-Adviser hereunder. The Sub-Adviser will, no less frequently than annually, present to the Board in person, or in a manner as otherwise permitted by the Board and provide such materials as the Adviser or Empower Funds reasonably requests. The Sub-Adviser will also reasonably cooperate in periodic compliance inspections of the Sub-Adviser by the Adviser. The Sub-Adviser is authorized on behalf of the Fund to (i) enter into agreements (which may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, and any other investment related agreements, documents or instruments) and execute any documents required to meet the obligations of the Fund with respect to any investments made for the Fund Account which shall include any market and/or industry standard documentation and the reasonable and customary representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser shall not have the authority to cause Empower Funds to deliver securities and other property or pay cash to the Sub-Adviser. The Sub-Adviser shall also have the power to engage in foreign exchange, futures market and derivatives transactions, to the extent provided by the Guidelines (as defined below). If Sub-Adviser engages in transactions involving futures and options contracts, such transactions will be entered into for hedging purposes and/or as a part of Sub-Adviser’s overall portfolio strategy. 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 prior Board approval and compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Adviser, 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. Further, Sub-Adviser shall maintain all accounts, books and records with respect to the Fund Account as is required of a sub-adviser of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules thereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Fund Account are the property of the Fund and will promptly surrender to designated officers of Empower Funds any or all such records upon request. The Sub-Adviser agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act. Any such records shall be made available, within five (5) business days of the request, to the Fund’s accountants or auditors during regular business hours at the Sub-Adviser’s offices upon reasonable prior written notice. In addition, the Sub-Adviser will provide any materials reasonably related to the investment sub-advisory services provided hereunder, as may be reasonably requested in writing by Empower Funds or the Adviser or as may be required by any governmental agency or self-regulatory organization having jurisdiction over the Empower Funds within such time as requested by any such governmental agency or self-regulatory organization.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund Account, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the Adviser in writing or otherwise acknowledged in writing by the Sub-Adviser. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund AccountFund, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the BoardBoard of Trustees of the Trust, (vii) such specific instructions as the Board of Trustees may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto Agreement and other instructions communicated to the Sub-Adviser by the Adviser. In so doing, the Sub-Adviser shall manage the Fund Account subject to the investment limitations of the 1940 Act as if the Fund Account were a separate registered investment company, unless otherwise instructed by the Adviser or the Trust. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser Adviser, or its affiliate, shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d)9 hereunder. At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account. The Sub-Adviser is authorized on behalf of the Fund to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Fund with respect to any investments made for the Fund Account which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have authority to instruct the Trust to: (i) pay cash for securities and other property delivered for the Fund Account, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund Account, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made for the Fund Account. The Sub-Adviser shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Sub-Adviser other than payment of the management fee provided for in this Agreement. The Sub-Adviser may delegate portfolio management and administrative duties to its affiliates and may share such information as necessary to accomplish these purposes. Additionally, the Sub-Adviser will have the ability to delegate back-office non-investment advisory services to State Street Investment Manager Solutions, LLC. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed. For purposes of clarification, the Adviser, the Trust and the Sub-Adviser agree as follows: Notwithstanding any other provision of the Agreement to the contrary, the Sub-Adviser shall have no obligation to perform the following services or to have employees of the Sub-Adviser perform the following roles, as applicable: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies; (b) providing employees of the Sub-Adviser to serve as officers of the Trust; or (c) providing employees of the Sub-Adviser to serve as the Trust’s Chief Compliance Officer and associated staff. Further, Sub-Adviser shall maintain all accounts, books and records with respect to the Fund Account as are required of a sub-advisor of a registered investment company pursuant the 1940 Act and Investment Advisers Act of 1940 (the “Investment Advisers Act”), and the rules thereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Fund and agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-l under the 1940 Act.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund AccountFund, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Account and, in making recommendations with respect to the Fund Account, the Sub-Adviser shall have no obligation to consider any other securities, cash or other investments owned by the Fund. In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the BoardBoard of Trustees of the Trust, (vii) such specific instructions as the Board of Trustees may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the AdviserAdviser in accordance with Section 30 hereof. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. Notwithstanding anything provided herein, this Agreement will not be deemed to have been breached and the Sub-Adviser will not be liable to the Adviser or the Trust as a result of changes in the price or value of investments of the Fund Account, market movements or any issue, redemption or cancellation of investments of the Fund Account by, or capital reconstruction of, a company in which investments are held for the Fund Account, unless the Sub-Adviser has engaged in a Disabling Conduct (defined below). The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund AccountPortfolio, to purchase and to sell securities for the Fund Portfolio Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). The Sub-Adviser will provide advice only with respect to the securities, cash and other investments held in the Fund Portfolio Account and, in making recommendations with respect to the Fund Portfolio Account, the Sub-Adviser shall have no obligation to will not consider any other securities, cash or other investments owned by the FundPortfolio. In providing portfolio management services to the Fund Portfolio Account, the Sub-Adviser shall be subject to and shall conform to: (i) to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable securities and similar investment statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the BoardBoard of Trustees of the Fund, (vii) such specific instructions as the Board of Trustees may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust Fund applicable to the Fund Account Portfolio furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated in writing to the Sub-Adviser by the Adviser. In addition, the Sub-Adviser is authorized to exchange, convert and otherwise respond to tender offers and other voluntary corporate actions. The Sub-Adviser may (a) delegate any of its duties under this Agreement to any of its affiliates and may provide information about the Fund, the Adviser and the Portfolio to any of its affiliates; and (b) delegate operational support services required under this Agreement to a third party service provider and may provide information about the Fund, the Adviser and the Portfolio to such third-party service provider, provided in each case, however, that the Sub-Adviser’s liability to the Fund and the Adviser will be unaffected by any such delegation. The Sub-Adviser is not authorized by the Trust Fund to take any action, including the purchase or sale of securities for the Fund Portfolio Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentencethis Section. The Sub-Adviser shall maintain on behalf of the Trust Fund the records listed in Schedule B hereto (as amended from time to time), but shall have no other responsibility for the maintenance of Fund records except as provided for in Section 18(d). At the TrustFund’s reasonable request, the Sub-Adviser will consult with the Trust Fund or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Portfolio Account.