Topic

Page

Overview

Guiding Principles and General Provisions

Gifts and Entertainment

Political Contributions

Personal Trading Restrictions, Pre-Clearance and Reporting for Access Persons

Sanctions

Reports to the Board

Record Retention

Glossary of Terms

Employ any device, scheme, or artifice to defraud Clients or prospective Clients;

Make any untrue statement of a material fact or omit to state a necessary material fact to Clients or prospective Clients;

Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon Clients or prospective Clients; and

Engage in any manipulative practice with respect to Clients or prospective Clients.

Always place the interests of the Clients and the Funds first;

Always ensure that all personal securities transactions are conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility; and

Not take inappropriate advantage of their positions.

Has received and read this Code or such amendment;

Has had an opportunity to ask questions; and

Understands and agrees to comply with this Code or such amendment, and all applicable requirements.

A “Covered Associate” is any general partner, managing member or executive officer of a FINRA member firm or investment adviser, or other individual with a similar status or function; any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee; and any political action committee (PAC) controlled or directed by the FINRA member firm or investment adviser or by any of their Covered Associates. Note: Compliance will notify each Covered Associate subject to this policy.

“Government Entities” includes all state and local governments, agencies and instrumentalities, all public pension plans, and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans.

An “Official” includes an incumbent, candidate, or successful candidate for elective office of a government entity if the Official is directly or indirectly responsible for or who could appoint any person who can influence the outcome of the hiring of an investment adviser. IMPORTANT: A candidate for federal office could be an Official under the rule not because of the office he or she is running for, but as a result of an office he or she currently holds. If an Official has influence over the hiring of investment advisers as a function of his or her current office, contributions are limited.

Securities in an ICO, IPO or Limited Offering, including private placements and purchases of hedge funds or other private investments;

Stocks of companies, regardless of the purchase method (e.g., online, in-person, by subscription, by mail, etc.), whether outright, or by exercising rights, options, warrants, etc.;

Bonds and other debt instruments, including new offerings (including corporate, municipal, high-yield, and convertible bonds);

Options, warrants, and all other derivatives of any underlying securities that themselves require pre-clearance;

Covered Funds and Securities; and

Closed-end funds.

Donating or gifting of securities;

Tendering securities from a personal account; and

Loans, or guarantees of obligations, being made to entities with which EAG, ECM, EFSI or the Funds may have a business or financial relationship.

Securities issued or guaranteed as to principal or interest by the Government of the United States or its instrumentalities;

Bankers’ acceptances;

Bank certificates of deposit;

Commercial paper and similar high quality short-term debt instruments, including repurchase agreements;

Shares of money market funds;

Unit investment trusts if the unit investment trust is invested exclusively in unaffiliated Funds;

Shares of open-end Funds;

Shares of Funds held in qualified retirement plans, e.g., the Empower 401(k) Staff Plan;

Securities effected in any account over which the Access Person has no Beneficial Ownership or Investment Control, or in any personal account which is managed on a discretionary basis by another person and the Access Person does not influence or control the purchases or sale transactions;¹

Securities as part of an Automatic Investment Plan;

Exchange-traded funds or notes unless closed-end;

Unit investment trusts if the unit investment trust is invested exclusively in unaffiliated mutual funds;

Cryptocurrency (except for ICOs); and

Variable annuity and/or variable life insurance contracts if invested exclusively in other non-affiliated Funds;

Submit a Pre-Clearance request in advance of the purchase through the Compliance Reporting System.

The Compliance Reporting System will flag a Pre-Clearance request for the CCO’s Office to review if it appears that a potential or an actual conflict of interest exists.

The Access Person will receive an approval or denial of the Pre-Clearance request from the CCO’s Office via the Compliance Reporting System. A pre-clearance is only valid for trading on the business day it is obtained plus the next trading day.

Pre-clearances on limit orders are valid for 60 days.

not potentially harmful to the Clients;

highly unlikely to affect the market in which a Client’s portfolio securities are traded;

not related economically to the securities to be purchased, sold or held by a Client; or,

not the result of material non-public information, regardless of how it was obtained.

is Being Considered for Purchase or Sale for a Client or Covered Fund; or

the granting of pre-clearance would be inconsistent with the purposes of this Code.

Strong price movement in a security;

Public announcements relating to the security; and

Unexpected personal financial hardship.

Disclose all securities/investment accounts holding Covered Securities; and

Report all Covered Securities holdings and transactions.

Account number(s);

Name of the broker, bank, insurance company or other financial institution holding any securities;

Type of account (i.e., trust account; mutual fund; self-directed brokerage accounts, including 401(k); margin account);

Registered account owner(s); and

Quantity of shares.

Any investment account holding any Covered Securities in which the Access Person has Beneficial Ownership or Investment Control, including a shared account and the investment accounts of household members;

Broker/dealer-held IRAs invested in Covered Securities; and

Partnership or corporate account in which the Access Person has Beneficial Ownership or Investment Control.

Purchases or sales of securities issued or guaranteed as to principal or interest by the Government of the United States or its instrumentalities;

Purchases or sales of bankers’ acceptances;

Purchases or sales of bank certificates of deposit;

Purchases or sales of commercial paper and similar high-quality short-term debt instruments, including repurchase agreements;

Exchange-traded funds or notes unless closed-end;

Purchases or sales of shares of money market funds;

Purchases or sales of unit investment trusts if the unit investment trust is invested exclusively in unaffiliated mutual funds;

Purchases or sales of shares of open-end funds;

Cryptocurrency (except for ICOs);

Securities effected in any account over which the Access Person has no Beneficial Ownership or Investment Control, or in any personal account which is managed on a discretionary basis by another person and the Access Person does not influence or control the purchases or sale transactions

Any Funds (including Covered Funds) offered in qualified retirement plans, e.g., the Empower 401(k) staff plan;

Variable annuity and/or variable life insurance contracts if invested exclusively in other non-affiliated Funds; and

529 College Savings Accounts that meet the requirements set forth in the definition of Covered Security.

Initial Holdings Report;

Quarterly Transactions Reports; and

Annual Holdings Reports (for purposes of this Code, a fourth quarter transaction report may replace the Annual Holdings Report if all Quarterly Transactions for the prior three quarters are submitted on a timely basis).

The account registration of all of investment accounts holding Covered Securities;

The title and type of each Covered Security, ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership or Investment Control; and,

The name of any broker, dealer or bank with whom the Access Person or any household member (including any relative by blood or marriage living in the household, or live-in partner sharing financial resources) maintains an account in which any securities are held for the direct or indirect benefit of the Access Person or any household member.

The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The price of the Covered Security at which the transaction was effected; and,

The name of the broker, dealer, or bank with or through whom the transaction was effected.

The title and type of each Covered Security, ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership or Investment Control; and

The name of any broker, dealer, or bank with which the Access Person, or any household member, maintained an account in which any securities were held for the Access Person’s or any household member’s direct or indirect benefit.

For purposes of this Code, a fourth quarter transaction report may replace the Annual Holdings Report if all Quarterly Transactions for the prior three quarters were submitted on a timely basis.

The CCO or his/her designee shall review all Initial Holdings Reports, Quarterly Transaction Reports, Annual Holdings Reports, and other reports and information required to be submitted by Access Persons under this Code.

The CCO or his/her designee shall review reports generated through the Compliance Reporting System. The Compliance Reporting System record shall indicate whether the review detected a potential or actual violation of this Code. If the CCO detects a potential or actual material violation of this Code, the CCO shall promptly inform the relevant entity board in writing.

The CCO promptly after furnishing such written notification of a potential or actual material violation of this Code shall take those measures the CCO deems necessary and appropriate to remedy such violation, including, but not limited to, requiring the Access Person to divest any inappropriate securities holdings and recommending sanctions to Management.

The CCO shall take such other actions and measures as deemed necessary and appropriate to carry out his or her duties with respect to the review of reports required under this Code.

Describes any issues arising under this Code since the last report to the Management, including, but not limited to, information about material violations of this Code and the sanctions, if any, imposed in response to the material violations; and

Certifies that ECM, EAG, EFSI, or the Funds, as appropriate has/have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

In considering the written report, the Management shall determine whether any action is required in response to the report.

Retention of Code. A copy of this Code and any Code that was in effect at any time within the past six years must be preserved in an easily accessible place.

Record of Violations. A record of any violation of this Code and of any action taken as a result of such violation must be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs.

Record of Written Acknowledgments. A copy of written acknowledgements by all current Access Persons and all individuals who have been Access Persons within the last five years of the receipt of this Code and any amendments thereto must be maintained in an easily accessible place.

Copy of Forms and Reports. A copy or record of each Pre-Clearance Form and each Initial Holdings Report, Quarterly Transaction Report, and Annual Holdings Report prepared and submitted by an Access Person, including any broker or dealer trade confirmations or account statements provided in lieu of such reports, pursuant to this Code must be preserved for a period of not less than six years from the end of the fiscal year in which such report is made, the first two years in an easily accessible place.

List of Access Persons. A list of all persons who are, or within the past six years of business have been, required to file Initial Holdings Reports, Quarterly Transaction Reports, and Annual Holdings Reports pursuant to this Code and a list of those persons who are or were responsible for reviewing such Reports must be maintained in an easily accessible place.

Written Reports to the Managers. A copy of each written report furnished to the Managers under this Code shall be maintained for six years, the first two years in an easily accessible place.

Records Relating to Decisions Involving Initial Public Offerings and Limited Offerings. The decision to permit acquisition by Investment Personnel of securities made available in an initial public offering

Sites of Records to be Kept. All such records and/or documents required to be maintained pursuant to this Code and Federal Securities Laws and rules as referenced above shall be kept in an easily accessible location at the offices of the CCO, located in Greenwood Village, Colorado 80111.

 Term

Definition

 Access Persons

“Access Person” is defined in Rule 17j-1 of the 1940 Act and in Rule 204A-1(e)(1) under the Advisers Act. For purposes of compliance with this Code, an Access Person is any Supervised Person who has access to:

1.  nonpublic information regarding a Client’s purchase or sale of securities, or nonpublic information regarding the holdings of any Covered Fund; or

2.  who is involved in making securities recommendations to Clients or who has access to such recommendations that are nonpublic.

The term “Access Person” includes the following individuals as defined below in this Section:

•  ECM Investment Personnel;

•  EAG or ECM Portfolio Managers;

•  Personal Strategies Access Persons;

•  EFSI associated persons who have access to trade blotters containing open orders for Covered Securities;

•  Investment Administration, Services, Operations, and Investment Compliance Groups;

•  Any other employee/contractor of EAG, ECM, EFSI or the Funds or of any company in a control relationship who is designated as an Access Person by the CCO’s Office; and

•  Any officer or director of EAG, ECM or the Funds (or other person occupying a similar status or performing similar functions).

Ultimately, whether or not an individual will be designated an “Access Person” will be determined by the CCO’s Office based on an analysis of the type of information to which the individual has access.

 Accounts

Any investment accounts of an Access Person, including accounts of the Access Person’s Immediate Family Members and any account in which they have a direct or indirect beneficial interest, control, or exercise investment discretion (such as trusts and custodial accounts).

All accounts that have brokerage capability (the ability to trade stocks and other reportable securities) must be reported, including 401(k) or self-directed retirement accounts.

 Automatic Investment Plan

An “Automatic Investment Plan” is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from)

 Term

Definition

investment accounts in accordance with a determined schedule and allocation.

An “Automatic Investment Plan” includes a dividend reinvestment plan and dollar cost averaging program.

 Being Considered for

 Purchase or Sale

A security is “Being Considered for Purchase or Sale” when a Portfolio Manager seriously considers making a recommendation to purchase or sell a security on behalf of a Client(s), or when that recommendation has been made by Investment Personnel and accepted by a Portfolio Manager.

 Beneficial Ownership

“Beneficial Ownership” generally means any direct or indirect pecuniary interest in a security.

“Beneficial Ownership” includes accounts of a spouse, children who reside in an Access Person’s home and any other relatives (parents, children, brothers, sisters, including a live-in partner, etc.) whose investments the Access Person directs or controls, whether the person lives with him or not, as well as accounts of another person (individual, director, corporation, trust, custodian, or other entity) if, by reason of any contract, understanding, relationship, agreement or other arrangement, the Access Person obtains or may obtain therefrom benefits substantially equivalent to those of ownership.

 Board

The Board or Managers or Board of Directors for each entity named in this Code: EAG, ECM, EFSI and/or the Funds.

 Chief Compliance Officer

 (“CCO”)

The term Chief Compliance Officer (“CCO”) means a CCO of EAG, ECM, EFSI or the Funds and his or her designee. The term “CCO” and the “CCO’s Office” is used interchangeably throughout this Code. The CCO’s Office has the authority to grant or deny pre-clearance approval of transactions in securities by Access Persons in any personal accounts in which they have Beneficial Ownership and for which they exercise Investment Control, and to monitor and enforce the activities of all individuals subject to this Code.

 Client or Clients

“Client” or “Clients” means any person, entity, or other recipient of investment advisory services provided by EAG or ECM, including, for example, the Funds.

 Compliance Reporting

 System

“Compliance Reporting System” means the automated and web-based applications used by the CCO’s Office to track and monitor personal trading activities, COE acknowledgements, gifts and entertainment, political contributions, questionnaires, and certifications.

All Access Persons who are required to report in accordance with this Code must submit their reports electronically to the CCO’s Office through the Compliance Reporting System, unless expressly exempted from reporting in this Code. Access Persons are encouraged to establish a direct, electronic reporting link from their broker-dealer to the Compliance Reporting System and should contact the CCO’s Office for information on establishing such electronic links.

 Term

Definition

 Covered Fund

“Covered Fund” means:

a.  any series of the Funds for which ECM serves as an investment adviser, including, for example, any series of collective investment trusts offered by Empower Trust Company;

b.  Exclusions: Money Market and Funds of Funds, e.g., Empower Government Money Market Fund; Empower Profile Funds; Empower Lifetime Funds; and Empower SecureFoundation^® Funds.

 Covered Security

“Covered Security” means, in general, any interest or instrument commonly known as a “security,” including:

Exceptions. “Covered Security” does NOT include:

 Term

Definition

 Exempt Persons

“Exempt Persons” means the following individuals who have executed a confidentiality agreement and who do not have access to non-public information for ECM or a Covered Fund:

a.  certain temporary workers who actively provide services on a continuous basis for six (6) months or less;

b.  certain control persons (and their employees) and employees of affiliates; and,

c.   other employees designated by the CCO’s Office.

Exempt Persons are not subject to the reporting requirements of this Code.

 Federal Securities Laws

“Federal Securities Laws” means:

 Fund

An investment company registered under the 1940 Act.

 Immediate Family Member

Any Access Person’s spouse or domestic partner who shares their household and any relative by blood, adoption, or marriage living in the Access Person’s household. This definition includes children (including financially dependent children away at school), stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and parents-children-or siblings-in-law.

 Independent Director

“Independent Director” means a director of the Funds who is not an “interested person” within the meaning of Section 2(a)(19) of the 1940 Act.

 Term

Definition

 Initial Coin Offering (“ICO”)

Initial coin offerings (also called ICOs or token sales) are used by individuals or entities to raise capital. Virtual coins or tokens (cryptocurrencies) are purchased with either traditional or digital currencies. After they are issued, virtual coins or tokens may be resold to others in a secondary market.

 Initial Public Offering

 (“IPO”)

The term “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

 Investment Club

The SEC defines an investment club as a group of people who pool their money to make investments. Investment clubs are usually organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Managing one’s own assets or family assets does not constitute an investment club.

 Investment Control

The term “Investment Control” refers to any Covered Security over which an Access Person has influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account, or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect.

Note: Access Persons are presumed, under this Code, to have Investment Control as a result of having Investment Control over or being:

 Investment Personnel

Portfolio Managers of EAG or ECM and other employees who assist or provide advice to the Portfolio Managers in making and implementing investment decisions (including purchases and sales) on behalf of the Clients, including research analysts, traders, and portfolio assistants.

 Limited Offering

An offering of securities exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933. (Regulation D Program).

Note: Limited offerings are also referred to as private placements and include many unregistered investment vehicles such as hedge funds, private equity funds, venture capital funds, and other sources of public venture funding including crowd-sourced or internet-based funding.

 Term

Definition

 Management

Members of the Board for the relevant entity and/or senior-level employees with authority and responsibility to make decisions for the relevant entity.

 Portfolio Manager

The person or persons entrusted with the direct responsibility and authority to make investment decisions affecting a Client.

 Restricted List

List of Personal Strategies Client holdings that have a market capitalization of less than $2B or a share price of less than $2/share. Access Persons are generally not permitted to trade in shares of these securities.

 Supervised Person

Section 202(a)(25) and Rule 204-3(h)(4) of the Advisers Act define a Supervised Person as any partner, officer, director or other person occupying a similar status or performing similar functions, or employee of an investment adviser or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.