0001193125-24-113639 Sample Contracts

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:

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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”).

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”).

EIGHTH AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 25th, 2024 • Empower Funds, Inc.

This Eighth Amendment (the “Amendment”), effective June 1, 2023, is entered into by and among Empower Capital Management, LLC (formerly Great-West Capital Management, LLC) (the “Adviser”), a Colorado limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “1940 Act”), Goldman Sachs Asset Management, L.P., a limited partnership organized under the laws of Delaware and registered investment adviser under the 1940 Act (the “Sub-Adviser”), and Empower Funds, Inc. (formerly Great-West Funds, Inc.), a Maryland corporation (the “Fund”).

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”), Western Asset Management Company, LLC, a limited liability company organized under the laws of California and registered investment adviser under the Investment Advisers Act of 1940 (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:

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 February 26, 2024, among Empower Funds, Inc, a Maryland corporation (“Empower Funds”) on behalf of each fund listed in Schedule A attached hereto, (the “Fund”), Empower Capital Management, LLC, a Colorado limited liability company (the “Adviser”), and Western Asset Management Company, LLC, a California limited liability company (the “Sub-Adviser”).

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 25th, 2024 • Empower Funds, Inc.

This Second Amendment (the “Amendment”), effective July 1, 2023, 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”), T. Rowe Price Investment Management, Inc., a Maryland corporation registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”), and Empower Funds, Inc. (formerly Great-West Funds, Inc.), a Maryland corporation (the “Fund”), on behalf of the Empower T. Rowe Price Mid Cap Growth Fund (formerly Great-West T. Rowe Price Mid Cap Growth Fund).

THIRTEENTH AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
The Expense Limitation Agreement • April 25th, 2024 • Empower Funds, Inc.

This Thirteenth Amendment (this “Amendment”), effective February 26, 2024, is made to the Expense Limitation Agreement by and between Empower Funds, Inc. (“Empower Funds”) and Empower Capital Management, LLC (the “Adviser”).

THIRD AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 25th, 2024 • Empower Funds, Inc.

This Third Amendment (the “Amendment”), effective July 1, 2023, 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”), T. Rowe Price Associates, Inc., a Maryland corporation registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Sub-Adviser”), and Empower Funds, Inc. (formerly Great-West Funds, Inc.), a Maryland corporation (the “Fund”), on behalf of the Empower Large Cap Value Fund (formerly Great-West Large Cap Value Fund).

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