SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED
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”).
WHEREAS, Empower Funds and Adviser are parties to the Amended and Restated Investment Advisory Agreement, dated May 1, 2017, as amended (the “Agreement”); and
WHEREAS, pursuant to Article VI of the Agreement, Empower Funds and Adviser desire to amend the Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, Empower Funds and Adviser agree as follows:
| 1. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
| 2. | In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. |
| 3. | This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
| 4. | Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. |
[Remainder of page intentionally left blank; signature page to follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through duly authorized officers as of the Effective Date.
| EMPOWER CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Executive Officer | ||
| EMPOWER FUNDS, INC | ||
| By: |
/s/ ▇▇▇▇▇ ▇. New | |
| Name: ▇▇▇▇▇ ▇. New | ||
| Title: Chief Financial Officer & Treasurer | ||
ECM – Empower Funds Amendment to A&R Investment Advisory Agreement re: Bond Index Advisory Fee
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SCHEDULE A
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
| Funds | Investment Advisory Fee | |
| Empower Ariel Mid Cap Value Fund |
0.67% of the average daily net assets | |
| Empower Bond Index Fund |
0.13% of the average daily net assets on assets up to $3 billion; and 0.09% of the average daily net assets on assets over $3 billion | |
| Empower Core Bond Fund |
0.32% of the average daily net assets | |
| Empower Core Strategies: Flexible Bond Fund |
0.38% of the average daily net assets on assets up to $2 billion | |
| Empower Core Strategies: Inflation-Protected Securities Fund |
0.33% of the average daily net assets on assets up to $1 billion; 0.28% of the average daily net assets on assets over $1 billion; and 0.23% of the average daily net assets on assets over $2 billion | |
| Empower Core Strategies: International Equity Fund |
0.53% of the average daily net assets on assets up to $1 billion, 0.48% of the average daily net assets on assets over $1 billion, and 0.43% of the average daily net assets on assets over $2 billion | |
| Empower Core Strategies: U.S. Equity Fund |
0.47% of the average daily net assets on assets up to $1 billion, 0.42% of the average daily net assets on assets over $1 billion, and 0.37% of the average daily net assets on assets over $2 billion | |
| Empower Emerging Markets Equity Fund |
0.93% of the average daily net assets on assets up to $1 billion, 0.88% of the average daily net assets on assets over $1 billion, and 0.83% of the average daily net assets on assets over $2 billion | |
| Empower Global Bond Fund |
0.57% of the average daily net assets on assets up to $1 billion, 0.52% of the average daily net assets on assets over $1 billion, and 0.47% of the average daily net assets on assets over $2 billion | |
| Empower Government Money Market Fund |
0.10% of the average daily net assets | |
| Empower High Yield Bond Fund |
0.60% of the average daily net assets on assets up to $1 billion, 0.55% of the average daily net assets on assets over $1 billion, and 0.50% of the average daily net assets on assets over $2 billion | |
| Empower Inflation-Protected Securities Fund |
0.33% of the average daily net assets on assets up to $1 billion, 0.28% of the average daily net assets on assets over $1 billion, and 0.23% of the average daily net assets on assets over $2 billion | |
| Empower International Growth Fund |
0.82% of the average daily net assets on assets up to $1 billion, 0.77% of the average daily net assets on assets over $1 billion, and 0.72% of the average daily net assets on assets over $2 billion | |
| Empower International Index Fund |
0.25% of the average daily net assets on assets up to $1 billion, 0.20% of the average daily net assets on assets over $1 billion, and 0.15% of the average daily net assets on assets over $2 billion | |
| Empower International Value Fund |
0.67% of the average daily net assets | |
| Empower Large Cap Growth Fund |
0.62% of the average daily net assets on assets up to $1 billion, 0.57% of the average daily net assets on assets over $1 billion, and 0.52% of the average daily net assets on assets over $2 billion | |
| Empower Large Cap Value Fund |
0.61% of the average daily net assets on assets up to $1 billion, 0.56% of the average daily net on assets over $1 billion, and 0.51% of the average daily net assets on assets over $2 billion | |
| Empower Mid Cap Value Fund |
0.78% of the average daily net assets on assets up to $1 billion, 0.73% of the average daily net assets on assets over $1 billion, and 0.68% of the average daily net assets on assets over $2 billion | |
| Empower Multi-Sector Bond Fund |
0.52% of the average daily net assets on assets up to $1 billion, 0.47% of the average daily net assets on assets over $1 billion, and 0.42% of the average daily net assets on assets over $2 billion | |
| Empower Real Estate Index Fund |
0.29% of the average daily net assets on assets up to $1 billion, 0.24% of the average daily net assets on assets over $1 billion, and 0.19% of the average daily net assets on assets over $2 billion |
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| Funds | Investment Advisory Fee | |
| Empower S&P 500® Index Fund |
0.21% of the average daily net assets on assets up to $1 billion, 0.16% of the average daily net assets on assets over $1 billion, 0.11% of the average daily net assets on assets over $2 billion, and 0.09% of the average daily net assets on assets over $3 billion | |
| Empower S&P Mid Cap 400® Index Fund |
0.18% of the average daily net assets on assets up to $1 billion, 0.13% of the average daily net assets on assets over $1 billion, and 0.08% of the average daily net assets on assets over $2 billion | |
| Empower S&P Small Cap 600® Index Fund |
0.19% of the average daily net assets on assets up to $1 billion, 0.14% of the average daily net assets on assets over $1 billion, and 0.09% of the average daily net assets on assets over $2 billion | |
| Empower SecureFoundation® Balanced ETF Fund |
0.16% of the average daily net assets | |
| Empower Short Duration Bond Fund |
0.23% of the average daily net assets | |
| Empower Small Cap Growth Fund |
0.83% of the average daily net assets on assets up to $1 billion, 0.78% of the average daily net assets on assets over $1 billion, and 0.73% of the average daily net assets on assets over $2 billion | |
| Empower Small Cap Value Fund |
0.71% of the average daily net assets | |
| Empower ▇. ▇▇▇▇ Price Mid Cap Growth Fund |
0.65% of the average daily net assets | |
| Empower U.S. Government Securities Fund |
0.23% of the average daily net assets |
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EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED
This Eighteenth Amendment (this “Amendment”), effective February 26, 2024, 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”).
WHEREAS, Empower Funds and Adviser are parties to the Amended and Restated Investment Advisory Agreement, dated May 1, 2017, as amended (the “Agreement”); and
WHEREAS, pursuant to Article VI of the Agreement, Empower Funds and Adviser desire to amend the Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, Empower Funds and Adviser agree as follows:
| 5. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
| 6. | In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. |
| 7. | This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
| 8. | Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through duly authorized officers as of the Effective Date.
| EMPOWER CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Executive Officer | ||
| EMPOWER FUNDS, INC | ||
| By: |
/s/ ▇▇▇▇▇ ▇. New | |
| Name: ▇▇▇▇▇ ▇. New | ||
| Title: Chief Financial Officer & Treasurer | ||
ECM – Empower Funds Amendment to A&R Investment Advisory Agreement re: Flex Bond Advisory Fee
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SCHEDULE A
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
| Funds | Investment Advisory Fee | |
| Empower Ariel Mid Cap Value Fund |
0.67% of the average daily net assets | |
| Empower Bond Index Fund |
0.13% of the average daily net assets on assets up to $3 billion; and 0.09% of the average daily net assets on assets over $3 billion | |
| Empower Core Bond Fund |
0.32% of the average daily net assets | |
| Empower Core Strategies: Flexible Bond Fund |
0.38% of the average daily net assets on assets up to $2 billion; and 0.35% of the average daily net assets on assets over $2 billion | |
| Empower Core Strategies: Inflation-Protected Securities Fund |
0.33% of the average daily net assets on assets up to $1 billion; 0.28% of the average daily net assets on assets over $1 billion; and 0.23% of the average daily net assets on assets over $2 billion | |
| Empower Core Strategies: International Equity Fund |
0.53% of the average daily net assets on assets up to $1 billion, 0.48% of the average daily net assets on assets over $1 billion, and 0.43% of the average daily net assets on assets over $2 billion | |
| Empower Core Strategies: U.S. Equity Fund |
0.47% of the average daily net assets on assets up to $1 billion, 0.42% of the average daily net assets on assets over $1 billion, and 0.37% of the average daily net assets on assets over $2 billion | |
| Empower Emerging Markets Equity Fund |
0.93% of the average daily net assets on assets up to $1 billion, 0.88% of the average daily net assets on assets over $1 billion, and 0.83% of the average daily net assets on assets over $2 billion | |
| Empower Global Bond Fund |
0.57% of the average daily net assets on assets up to $1 billion, 0.52% of the average daily net assets on assets over $1 billion, and 0.47% of the average daily net assets on assets over $2 billion | |
| Empower Government Money Market Fund |
0.10% of the average daily net assets | |
| Empower High Yield Bond Fund |
0.60% of the average daily net assets on assets up to $1 billion, 0.55% of the average daily net assets on assets over $1 billion, and 0.50% of the average daily net assets on assets over $2 billion | |
| Empower Inflation-Protected Securities Fund |
0.33% of the average daily net assets on assets up to $1 billion, 0.28% of the average daily net assets on assets over $1 billion, and 0.23% of the average daily net assets on assets over $2 billion | |
| Empower International Growth Fund |
0.82% of the average daily net assets on assets up to $1 billion, 0.77% of the average daily net assets on assets over $1 billion, and 0.72% of the average daily net assets on assets over $2 billion | |
| Empower International Index Fund |
0.25% of the average daily net assets on assets up to $1 billion, 0.20% of the average daily net assets on assets over $1 billion, and 0.15% of the average daily net assets on assets over $2 billion | |
| Empower International Value Fund |
0.67% of the average daily net assets | |
| Empower Large Cap Growth Fund |
0.62% of the average daily net assets on assets up to $1 billion, 0.57% of the average daily net assets on assets over $1 billion, and 0.52% of the average daily net assets on assets over $2 billion | |
| Empower Large Cap Value Fund |
0.61% of the average daily net assets on assets up to $1 billion, 0.56% of the average daily net on assets over $1 billion, and 0.51% of the average daily net assets on assets over $2 billion | |
| Empower Mid Cap Value Fund |
0.78% of the average daily net assets on assets up to $1 billion, 0.73% of the average daily net assets on assets over $1 billion, and 0.68% of the average daily net assets on assets over $2 billion | |
| Empower Multi-Sector Bond Fund |
0.52% of the average daily net assets on assets up to $1 billion, 0.47% of the average daily net assets on assets over $1 billion, and 0.42% of the average daily net assets on assets over $2 billion |
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| Funds | Investment Advisory Fee | |
| Empower Real Estate Index Fund |
0.29% of the average daily net assets on assets up to $1 billion, 0.24% of the average daily net assets on assets over $1 billion, and 0.19% of the average daily net assets on assets over $2 billion | |
| Empower S&P 500® Index Fund |
0.21% of the average daily net assets on assets up to $1 billion, 0.16% of the average daily net assets on assets over $1 billion, 0.11% of the average daily net assets on assets over $2 billion, and 0.09% of the average daily net assets on assets over $3 billion | |
| Empower S&P Mid Cap 400® Index Fund |
0.18% of the average daily net assets on assets up to $1 billion, 0.13% of the average daily net assets on assets over $1 billion, and 0.08% of the average daily net assets on assets over $2 billion | |
| Empower S&P Small Cap 600® Index Fund |
0.19% of the average daily net assets on assets up to $1 billion, 0.14% of the average daily net assets on assets over $1 billion, and 0.09% of the average daily net assets on assets over $2 billion | |
| Empower SecureFoundation® Balanced ETF Fund |
0.16% of the average daily net assets | |
| Empower Short Duration Bond Fund |
0.23% of the average daily net assets | |
| Empower Small Cap Growth Fund |
0.83% of the average daily net assets on assets up to $1 billion, 0.78% of the average daily net assets on assets over $1 billion, and 0.73% of the average daily net assets on assets over $2 billion | |
| Empower Small Cap Value Fund |
0.71% of the average daily net assets | |
| Empower ▇. ▇▇▇▇ Price Mid Cap Growth Fund |
0.65% of the average daily net assets | |
| Empower U.S. Government Securities Fund |
0.23% of the average daily net assets |
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