Empower Funds, Inc. Sample Contracts

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AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 30th, 2003 • Maxim Series Fund Inc
AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 11th, 2003 • Maxim Series Fund Inc
GREAT-WEST FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2023 • Empower Funds, Inc. • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2022, among Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”) on behalf of the Great-West Multi-Sector Bond Fund (the “Fund”), Great-West Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Virtus Fixed Income Advisers, LLC, a Delaware limited liability company (the “Sub-Adviser”) on behalf of its division, Newfleet Asset Management.

ARTICLE I Preamble
Sub-Advisory Agreement • April 29th, 2005 • Maxim Series Fund Inc • Colorado
Amendment to Investment Advisory Agreement between Maxim Series Fund, Inc. and G W Capital Management, LLC
Investment Advisory Agreement • April 26th, 2002 • Maxim Series Fund Inc • Drilling oil & gas wells
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2014 • Great-West Funds Inc • Colorado

This Sub-Advisory Agreement (this “Agreement") is made this 3rd day of March 2014 by and among Great-West Capital Management, LLC, a Colorado limited liability company and registered investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), Putnam Investment Management, LLC, a limited liability company organized under the laws of Delaware and registered investment adviser under the Investment Advisers Act of 1940 (the “Sub-adviser") and Great-West Funds, Inc., a Maryland corporation and registered investment company under the Investment Company Act of 1940 (the “Fund”). This Agreement describes the arrangement whereby the Sub-adviser will act as an investment adviser to the portfolios of the Fund (the “Portfolios”) listed in Schedule A, attached hereto and commencing on the dates set forth therein, in conjunction with the Adviser, as follows:

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2015 • Great-West Funds Inc • Colorado

SUB-ADVISORY AGREEMENT (herein "the Agreement" or "this Agreement") made as of the 30th day of May 2014, by and among Great-West Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), Silvant Capital Management, LLC, a limited liability company organized under the laws of the state of Georgia, registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub­adviser"), and Great-West Funds, Inc., a Maryland corporation (the “Fund"), this Agreement embodying the arrangement whereby the Sub-adviser will act as an investment adviser to the portfolio of the Fund (the "Portfolio") listed in Schedule A attached hereto and commencing on the dates specified therein, as such Schedule may be amended from time to time by mutual written agreement, in conjunction with the Adviser, as follows:

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • March 1st, 2018 • Great-West Funds Inc • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this 23rd day of February, 2017, by and among Great-West Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of Great-West Conservative Profile II Fund, Great-West Moderately Conservative Profile II Fund, Great-West Moderate Profile II Fund, Great-West Moderately Aggressive Profile II Fund, and Great-West Aggressive Profile II Fund, each a separate series of the Corporation (each an “Acquiring Fund” and, collectively, the “Acquiring Funds”), and Great-West Conservative Profile I Fund, Great-West Moderately Conservative Profile I Fund, Great-West Moderate Profile I Fund, Great-West Moderately Aggressive Profile I Fund, and Great-West Aggressive Profile I Fund, each a separate series of the Corporation (each an “Acquired Fund” and, collectively, the “Acquired Funds,” and together with each Acquiring Fund, each a “Fund” and collectively the “Funds”), and Great-West Capital Management, LLC (“GWCM”), i

EMPOWER FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 25th, 2024 • Empower Funds, Inc. • Colorado

This Sub-Advisory Agreement (this “Agreement”) is made this 26th day of February, 2024 by and between Empower Capital Management, LLC, a Colorado limited liability company and registered investment adviser under the Investment Advisers Act of 1940 (the “Adviser”); Franklin Advisers, Inc., a corporation organized under the laws of California and Franklin Advisory Services, LLC, a limited liability company organized under the laws of Delaware, both registered investment advisers under the Investment Advisers Act of 1940 (collectively, the “Sub-Adviser”); and Empower Funds, Inc., a Maryland corporation and registered investment company under the Investment Company Act of 1940 (“Empower Funds”). This Agreement describes the arrangement whereby the Sub-Adviser will act as an investment adviser to the series of Empower Funds (the “Fund”) listed in Schedule A, attached hereto, in conjunction with the Adviser, as follows:

TWELFTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 13th, 2020 • Great-West Funds Inc

This Twelfth Amendment (this “Amendment”), effective , 2020, is made to the Amended and Restated Investment Advisory Agreement by and between Great-West Funds, Inc. (“Great-West Funds”) and Great-West Capital Management, LLC (the “Adviser”).

CLASS L SERVICE AGREEMENT
Class L Service Agreement • October 30th, 2012 • Great-West Funds Inc • Colorado

This Class L Service Agreement (this “Agreement”) is made and entered into between GWFS Equities, Inc. (“GWFS”) a Delaware corporation, having a principal place of business at Greenwood Village, Colorado 80111 and (“Intermediary”), a Corporation, having its principal place of business at .

MAXIM SERIES FUND, INC. RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • May 1st, 2007 • Maxim Series Fund Inc

This Shareholder Information Agreement (this “Agreement”) is entered into on April 16, 2007 by and between Maxim Series Fund, Inc. (the “Fund”) and GWFS Equities, Inc. and its affiliates (the “Intermediary”) with an effective date of October 16, 2007 or such earlier date as mutually agreed upon by the parties.

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 11th, 2019 • Great-West Funds Inc

This first amendment to Sub-Advisory Agreement, effective October 25, 2019 (the “Amendment”), is entered into by and among Great-West Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser”), Putnam Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware, registered as an investment adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”), and Great-West Funds, Inc., (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A attached hereto, (each a “Fund” and, collectively, the “Funds”).

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2018 • Great-West Funds Inc • Colorado

This Amended and Restated Sub-Advisory Agreement (this “Agreement”) is made this 17th day of May, 2018 by and between Great-West Capital Management, LLC, a Colorado limited liability company and registered investment adviser under the Investment Advisers Act of 1940 (the “Adviser”), Irish Life Investment Managers Limited, a corporation organized under the laws of Ireland and registered investment adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”) and Great-West Funds, Inc., a Maryland corporation and registered investment company under the Investment Company Act of 1940 (“Great-West Funds”) on behalf of the series of Great-West Funds listed in Schedule A attached hereto(each a “Fund”).

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SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 25th, 2024 • Empower Funds, Inc.

This Seventeenth Amendment (this “Amendment”), effective October 10, 2023, is made to the Amended and Restated Investment Advisory Agreement by and between Empower Funds, Inc. (“Empower Funds”) and Empower Capital Management, LLC (the “Adviser”).

SELLING AGREEMENT
Selling Agreement • October 29th, 2009 • Maxim Series Fund Inc • Colorado

This Selling Agreement (the “Agreement”) is made and entered into between GWFS Equities, Inc. (“GWFS”) a Delaware corporation, having a principal place of business at Greenwood Village, Colorado 80111 and (“Intermediary”), aCorporation, having its principal place of business at .

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • June 8th, 2011 • Maxim Series Fund Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 8th day of June 2011 by and between Maxim Series Fund, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

PRINCIPAL UNDERWRITING AGREEMENT This PRINCIPAL UNDERWRITING AGREEMENT (the "Agreement") is made this day of , 2006, by and between Maxim Series Fund, Inc. a Maryland corporation (the "Fund") and GWFS Equities, Inc., a Delaware corporation (the...
Principal Underwriting Agreement • April 28th, 2006 • Maxim Series Fund Inc • Colorado

This PRINCIPAL UNDERWRITING AGREEMENT (the "Agreement") is made this day of , 2006, by and between Maxim Series Fund, Inc. a Maryland corporation (the "Fund") and GWFS Equities, Inc., a Delaware corporation (the "Distributor").

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • April 28th, 2016 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 9th day of March 2016 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 1st, 2009 • Maxim Series Fund Inc

This amendment to Sub-Advisory Agreement, effective June 1, 2008 (this “Amendment”), is made by and among GW Capital Management, LLC doing business as Maxim Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser"), Ariel Investments, LLC, a limited liability company organized under the laws of Delaware, registered as an investment adviser under the Investment Advisers Act of 1940, and Maxim Series Fund, Inc., a Maryland corporation (the “Fund").

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • September 21st, 2011 • Maxim Series Fund Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 20th day of September 2011 by and between Maxim Series Fund, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • Great-West Funds Inc

This Investment Advisory Agreement is made this 1st day of May, 2015 (this “Agreement”), by and between Great-West Funds, Inc, a Maryland corporation (“Great-West Funds”), and Great-West Capital Management, LLC, a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser”).

AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • August 28th, 2020 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 14th day of August, 2020 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

AMENDMENT TO AGREEMENT PURSUANT TO DISTRIBUTION AND SERVICE PLAN
To Agreement • September 21st, 2011 • Maxim Series Fund Inc

This Amendment to Agreement Pursuant to Distribution and Service Plan (this “Amendment”) is made this 20th day of September 2011 by and between Maxim Series Fund, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

TWELFTH AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • October 11th, 2019 • Great-West Funds Inc

This Amendment to Principal Underwriting Agreement (this “Amendment”) is made this 25th day of October, 2019 by and between Great-West Funds, Inc., a Maryland corporation, (the “Fund”) and GWFS Equities, Inc., a Delaware corporation (the “Distributor”).

CLASS L SERVICE AGREEMENT
Class L Service Agreement • April 29th, 2019 • Great-West Funds Inc • Colorado

This Class L Service Agreement (this “Agreement”) is made and entered into between GWFS Equities, Inc. (“GWFS”) a Delaware corporation, having a principal place of business at 8515 East Orchard Road, Greenwood Village, Colorado 80111 and (“Intermediary”), a Corporation, having its principal place of business at .

EMPOWER FUNDS, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 25th, 2024 • Empower Funds, Inc. • Colorado

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of January 1, 2024, among Empower Funds, Inc, a Maryland corporation (“Empower Funds”) on behalf of each fund listed in Schedule A attached hereto, (each a “Fund” and, collectively the “Funds”), Empower Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Putnam Investment Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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