0001193125-23-123353 Sample Contracts

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.

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SIXTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2023 • Empower Funds, Inc.

This Sixteenth Amendment (this “Amendment”), effective April 28, 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”).

EMPOWER 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 April 1, 2023, among Empower Funds, Inc, a Maryland corporation (“Empower Funds”) on behalf of the Empower Global Bond Fund (the “Fund”), Empower Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and RBC Global Asset Management (UK) Limited, a corporation organized under the laws of England and Wales (the “Sub-Adviser”).

ELEVENTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2023 • Empower Funds, Inc.

This Eleventh Amendment (this “Amendment”), effective April 28, 2023, is made to the Expense Limitation Agreement by and between Empower Funds, Inc. (“Empower Funds”) and Empower Capital Management, LLC (the “Adviser”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2023 • Empower Funds, Inc.

This First Amendment to the Sub-Advisory Agreement, effective May 1, 2023 (the “Amendment”), is entered into by and among Empower Capital Management, LLC (formerly Great-West Capital Management, LLC), a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser”), J.P. Morgan Investment Management Inc., a Delaware corporation (the “Sub-Adviser”), and Empower Funds, Inc. (formerly Great-West Funds, Inc.), a Maryland corporation registered under the Investment Advisers Act of 1940, on behalf of the Empower Large Cap Growth Fund (formerly Great-West Large Cap Growth Fund) (the “Fund”).

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