Results
Great-West Funds Inc.
08/21/2025 | Press release | Distributed by Public on 08/21/2025 12:25
Semi-Annual Report by Investment Company (Form N-CSRS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-03364
EMPOWER FUNDS, INC.
(Exact name of registrant as specified in charter)
8515 E. Orchard Road, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)
Jonathan D. Kreider
President & Chief Executive Officer
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Name and address of agent for service)
Registrant's telephone number, including area code:
(866) 831-7129
Date of fiscal year end:
December 31
Date of reporting period:
June 30, 2025
ITEM 1. REPORT TO STOCKHOLDERS.
Item 1(a):
Empower Emerging Markets Equity Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Institutional Class / MXENX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower Emerging Markets Equity Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower Emerging Markets Equity Fund (Institutional Class/MXENX) |
$
98
|
0.91
%
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
1,501M
|
|
Total number of portfolio holdings
|
343 |
|
Total advisory fee paid
|
$
6.3M
|
|
Portfolio turnover rate as of the end of the reporting period
|
35
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| Taiwan Semiconductor Manufacturing Co Ltd |
9.94
%
|
| Tencent Holdings Ltd |
5.34
%
|
| Alibaba Group Holding Ltd |
2.93
%
|
| Samsung Electronics Co Ltd |
2.79
%
|
| Xiaomi Corp Class B |
1.94
%
|
| SK Hynix Inc |
1.78
%
|
| MediaTek Inc |
1.45
%
|
| Delta Electronics Inc |
1.43
%
|
| ICICI Bank Ltd |
1.19
%
|
| NetEase Inc |
1.13
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
There were no material changes to the Fund during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower Emerging Markets Equity Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Investor Class / MXEOX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower Emerging Markets Equity Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower Emerging Markets Equity Fund (Investor Class/MXEOX) |
$
136
|
1.26
%
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
1,501M
|
|
Total number of portfolio holdings
|
343 |
|
Total advisory fee paid
|
$
6.3M
|
|
Portfolio turnover rate as of the end of the reporting period
|
35
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| Taiwan Semiconductor Manufacturing Co Ltd |
9.94
%
|
| Tencent Holdings Ltd |
5.34
%
|
| Alibaba Group Holding Ltd |
2.93
%
|
| Samsung Electronics Co Ltd |
2.79
%
|
| Xiaomi Corp Class B |
1.94
%
|
| SK Hynix Inc |
1.78
%
|
| MediaTek Inc |
1.45
%
|
| Delta Electronics Inc |
1.43
%
|
| ICICI Bank Ltd |
1.19
%
|
| NetEase Inc |
1.13
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
There were no material changes to the Fund during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower International Growth Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Institutional Class / MXHTX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower International Growth Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower International Growth Fund (Institutional Class/MXHTX) |
$
90
|
0.85
%
(a)
|
|
(a)
|
Institutional Class costs paid as a percentage of a $10,000 investment is 0.845%.
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
587M
|
|
Total number of portfolio holdings
|
101 |
|
Total advisory fee paid
|
$
2.2M
|
|
Portfolio turnover rate as of the end of the reporting period
|
68
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| SAP SE |
3.06
%
|
| London Stock Exchange Group PLC |
2.87
%
|
| Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR |
2.69
%
|
| ASML Holding NV |
2.68
%
|
| Safran SA |
2.29
%
|
| Sony Group Corp |
2.13
%
|
| Hong Kong Exchanges & Clearing Ltd |
2.07
%
|
| Air Liquide SA |
2.02
%
|
| Dreyfus Institutional Preferred Government Money Market Fund Institutional Class |
1.90
%
|
| Recruit Holdings Co Ltd |
1.75
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Chang
es
This is a summary of certain changes and planned changes to to the Fund since January 1, 2025. For more comprehensive information, you may review the Fund's prospectus at
https://www.empower.com/investments/empower-funds/fund-documents
or upon special request at 1-866-831-7129.
Effective May 1, 2025 the expense limit for the Empower International Growth Fund Institutional Class was 0.845%. Prior to May 1, 2025, the expense limit was 0.85%
Effective April 30, 2025,
Lazard Asset Management LLC replaced Franklin Templeton Institutional, LLC as a sub-adviser.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower International Growth Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Investor Class / MXIGX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower International Growth Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower International Growth Fund (Investor Class/MXIGX) |
$
127
|
1.20
%
(a)
|
|
(a)
|
Investor Class costs paid as a percentage of a $10,000 investment is 1.195%.
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
587M
|
|
Total number of portfolio holdings
|
101 |
|
Total advisory fee paid
|
$
2.2M
|
|
Portfolio turnover rate as of the end of the reporting period
|
68
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| SAP SE |
3.06
%
|
| London Stock Exchange Group PLC |
2.87
%
|
| Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR |
2.69
%
|
| ASML Holding NV |
2.68
%
|
| Safran SA |
2.29
%
|
| Sony Group Corp |
2.13
%
|
| Hong Kong Exchanges & Clearing Ltd |
2.07
%
|
| Air Liquide SA |
2.02
%
|
| Dreyfus Institutional Preferred Government Money Market Fund Institutional Class |
1.90
%
|
| Recruit Holdings Co Ltd |
1.75
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
This is a summary of certain changes and planned changes to to the Fund since January 1, 2025. For more comprehensive information, you may review the Fund's prospectus at
https://www.empower.com/investments/empower-funds/fund-documents
or upon special request at 1-866-831-7129.
Effective May 1, 2025 the expense limit for the Empower International Growth Fund Investor Class was 1.195%. Prior to May 1, 2025, the expense limit was 1.20%
Effective April 30, 2025, Lazard Asset Management LLC replaced Franklin Templeton Institutional, LLC as a sub-adviser.
Changes in and Disagreements with Accountan
ts
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower International Index Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Institutional Class / MXPBX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower International Index Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower International Index Fund (Institutional Class/MXPBX) |
$
26
|
0.24
%
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
2,902M
|
|
Total number of portfolio holdings
|
744 |
|
Total advisory fee paid
|
$
2.7M
|
|
Portfolio turnover rate as of the end of the reporting period
|
5
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| Dreyfus Institutional Preferred Government Money Market Fund Institutional Class |
2.59
%
|
| SAP SE |
1.65
%
|
| ASML Holding NV |
1.63
%
|
| Nestle SA |
1.34
%
|
| Novartis AG |
1.19
%
|
| Roche Holding AG |
1.18
%
|
| Novo Nordisk A/S Class B |
1.15
%
|
| AstraZeneca PLC |
1.11
%
|
| HSBC Holdings PLC |
1.10
%
|
| Shell PLC |
1.08
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
There were no material changes to the Fund du
rin
g the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower International Index Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Investor Class / MXINX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower International Index Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower International Index Fund (Investor Class/MXINX) |
$
66
|
0.60
%
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
2,902M
|
|
Total number of portfolio holdings
|
744 |
|
Total advisory fee paid
|
$
2.7M
|
|
Portfolio turnover rate as of the end of the reporting period
|
5
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| Dreyfus Institutional Preferred Government Money Market Fund Institutional Class |
2.59
%
|
| SAP SE |
1.65
%
|
| ASML Holding NV |
1.63
%
|
| Nestle SA |
1.34
%
|
| Novartis AG |
1.19
%
|
| Roche Holding AG |
1.18
%
|
| Novo Nordisk A/S Class B |
1.15
%
|
| AstraZeneca PLC |
1.11
%
|
| HSBC Holdings PLC |
1.10
%
|
| Shell PLC |
1.08
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
There were no material changes to th
e Fu
nd during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower International Value Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Institutional Class / MXJVX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower International Value Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower International Value Fund (Institutional Class/MXJVX) |
$
79
|
0.71
%
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
1,354M
|
|
Total number of portfolio holdings
|
294 |
|
Total advisory fee paid
|
$
4.3M
|
|
Portfolio turnover rate as of the end of the reporting period
|
13
%
|
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| Dreyfus Institutional Preferred Government Money Market Fund Institutional Class |
3.40
%
|
| NatWest Group PLC |
2.02
%
|
| TotalEnergies SE |
1.84
%
|
| Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR |
1.63
%
|
| Franco-Nevada Corp |
1.61
%
|
| Legrand SA |
1.41
%
|
| Schneider Electric SE |
1.40
%
|
| Roche Holding AG |
1.35
%
|
| Novartis AG |
1.34
%
|
| UBS Group AG |
1.29
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
There were no material changes to the Fund during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
Empower International Value Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Investor Class / MXIVX | June 30, 2025
This semi-annual shareholder report contains important information about the Empower International Value Fund (the "Fund") for the period of January 1, 2025, to June 30, 2025. You can find additional information about the Fund at
https://www.empower.com/investments/empower-funds/fund-documents
. You may also request this information by contacting us at
1-866-831-7129.
Fund Expenses for the period ended
June 30, 2025
(Based on a hypothetical $10,000 investment)
|
Fund (Class)
|
Costs of a $10,000 investment
|
Costs paid as a percentage
of a $10,000 investment |
|
Empower International Value Fund (Investor Class/MXIVX) |
$
119
|
1.07
%
|
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
|
Fund net assets
|
$
1,354M
|
|
Total number of portfolio holdings
|
294 |
|
Total advisory fee paid
|
$
4.3M
|
|
Portfolio turnover rate as of the end of the reporting period
|
13
%
|
Graphical Representation of Holdings
The tables below show the
investment
makeup of the Fund, representing percentage of the total investments
of the Fund.
Top Ten Holdings
| Dreyfus Institutional Preferred Government Money Market Fund Institutional Class |
3.40
%
|
| NatWest Group PLC |
2.02
%
|
| TotalEnergies SE |
1.84
%
|
| Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR |
1.63
%
|
| Franco-Nevada Corp |
1.61
%
|
| Legrand SA |
1.41
%
|
| Schneider Electric SE |
1.40
%
|
| Roche Holding AG |
1.35
%
|
| Novartis AG |
1.34
%
|
| UBS Group AG |
1.29
%
|
GEOGRAPHICAL ALLOCATION
Material Fund Changes
There were no material changes to the Fund during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Fund's accountants during the reporting period.
Availability of Additional Information
Scan the QR code at left or visit
https://www.empower.com/investments/empower-funds/fund-documents
to view additional information about the Fund such as the prospectus, financial information, fund holdings and proxy voting information. You may also request this information by contacting us at 1-866-831-7129.
Householding
In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send recipients only one copy of these materials for as long as they remain a shareholder of the Fund. If you would like to receive individual mailings, please call 1-866-831-7129 and we will begin sending you separate copies of these materials within 30 days after receiving your request.
EMPOWER FUNDS
ITEM 2. CODE OF ETHICS.
Not required in filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required in filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required in filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
(a) The schedule is included as part of the report to shareholders filed under Item 7 of this Form.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
EMPOWER FUNDS, INC.
("Empower Funds")
("Empower Funds")
| Empower Emerging Markets Equity Fund | Empower International Growth Fund |
| Institutional Class Ticker / MXENX | Institutional Class Ticker / MXHTX |
| Investor Class Ticker / MXEOX | Investor Class Ticker / MXIGX |
| Empower International Index Fund | Empower International Value Fund |
| Institutional Class Ticker / MXPBX | Institutional Class Ticker / MXJVX |
| Investor Class Ticker / MXINX | Investor Class Ticker / MXIVX |
(the "Fund(s)")
Semi-Annual Report
June 30, 2025
This report and the financial statements attached are submitted for general information and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein is to be considered an offer of the sale of shares of the Funds. Such offering is made only by the prospectus of each Fund, which includes details as to offering price and other information.
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| COMMON STOCK | ||
| Basic Materials - 3.78% | ||
| $ 2,712,000 | Aluminum Corp of China Ltd Class H | $ 1,833,568 |
| 11,236,700 | Aneka Tambang Tbk | 2,114,478 |
| 72,001 | Anglogold Ashanti PLC | 3,281,085 |
| 99,237 | Anji Microelectronics Technology Shanghai Co Ltd Class A | 2,103,603 |
| 122,924 | Archean Chemical Industries Ltd | 906,620 |
| 1,155,000 | Bluestar Adisseo Co Class A | 1,554,900 |
| 990,000 | China Hongqiao Group Ltd(a) | 2,279,577 |
| 1,028,000 | China Nonferrous Mining Corp Ltd | 959,699 |
| 66,558 | Cia de Minas Buenaventura SAA ADR | 1,092,882 |
| 803,207 | Godawari Power and Ispat Ltd | 1,774,737 |
| 176,974 | Gold Fields Ltd Sponsored ADR | 4,188,974 |
| 138,200 | Grupo Mexico SAB de CV Series B | 834,083 |
| 243,975 | Harmony Gold Mining Co Ltd Sponsored ADR | 3,408,331 |
| 315,583 | Hindalco Industries Ltd | 2,553,203 |
| 194,140 | KGHM Polska Miedz SA(b) | 6,948,601 |
| 57,112 | Lloyds Metals & Energy Ltd | 1,059,238 |
| 755,146 | National Aluminium Co Ltd | 1,701,696 |
| 58,984 | Navin Fluorine International Ltd | 3,316,413 |
| 745,700 | Press Metal Aluminium Holdings Bhd | 918,291 |
| 664,000 | Satellite Chemical Co Ltd Class A | 1,607,595 |
| 316,271 | Sunresin New Materials Co Ltd Class A | 2,220,314 |
| 174,759 | Vedanta Ltd | 940,999 |
| 1,625,167 | Yunnan Aluminium Co Ltd Class A | 3,627,848 |
| 2,134,000 | Zijin Mining Group Co Ltd Class H | 5,488,246 |
| 56,714,981 | ||
| Communications - 17.49% | ||
| 284,000 | Accton Technology Corp | 7,098,228 |
| 310,000 | Advanced Info Service PCL | 2,657,055 |
| 3,092,900 | Alibaba Group Holding Ltd | 43,782,936 |
| 2,651,000 | America Movil SAB de CV Class B | 2,373,460 |
| 359,000 | Arcadyan Technology Corp | 2,465,179 |
| 45,754 | Bharti Airtel Ltd | 1,072,660 |
| 62,240 | Bilibili Inc Class Z(b) | 1,335,933 |
| 84,174 | Cartrade Tech Ltd(b) | 1,669,663 |
| 2,765,618 | Eternal Ltd(b) | 8,517,548 |
| 267,506 | Etihad Etisalat Co | 4,229,598 |
| 1,308,656 | Indus Towers Ltd(b) | 6,418,617 |
| 172,665 | Info Edge India Ltd | 2,997,744 |
| 408,509 | JD.com Inc Class A | 6,671,897 |
| 128,365 | Kanzhun Ltd ADR(b) | 2,290,032 |
| 614,000 | Kuaishou Technology(b)(c) | 4,984,200 |
| Shares | Fair Value | |
| Communications - (continued) | ||
| $ 372,579 | Magyar Telekom Telecommunications PLC | $ 1,957,434 |
| 20,853 | MakeMyTrip Ltd(b) | 2,044,011 |
| 913,500 | Meitu Inc(c) | 1,054,388 |
| 881,810 | Meituan Class B(b)(c) | 14,184,832 |
| 1,966 | MercadoLibre Inc(b) | 5,138,397 |
| 6,645 | Naspers Ltd Class N | 2,073,330 |
| 14,788 | NCSoft Corp | 2,258,863 |
| 74,995 | PDD Holdings Inc(b) | 7,848,977 |
| 229,022 | Saudi Telecom Co | 2,597,904 |
| 5,176,039 | Talabat Holding PLC | 1,887,227 |
| 165,600 | Telefonica Brasil SA | 944,570 |
| 8,434,100 | Telkom Indonesia Persero Tbk PT | 1,442,912 |
| 1,237,500 | Tencent Holdings Ltd | 79,739,071 |
| 245,804 | Tencent Music Entertainment Group ADR | 4,790,720 |
| 42,431 | Trip.com Group Ltd ADR | 2,488,154 |
| 5,124,600 | True Corp PCL NVDR(b) | 1,752,667 |
| 491,736 | Turkcell Iletisim Hizmetleri AS | 1,189,445 |
| 102,196 | Vipshop Holdings Ltd ADR | 1,538,050 |
| 3,768,800 | Xiaomi Corp Class B(b)(c) | 29,011,231 |
| 262,506,933 | ||
| Consumer, Cyclical - 9.42% | ||
| 71,370 | Anker Innovations Technology Co Ltd Class A | 1,132,612 |
| 310,400 | ANTA Sports Products Ltd | 3,755,772 |
| 40,182 | Atour Lifestyle Holdings Ltd ADR | 1,306,317 |
| 763,500 | BYD Co Ltd Class H | 11,887,720 |
| 30,602 | CCC SA(b) | 1,741,958 |
| 119,913 | Clicks Group Ltd | 2,512,898 |
| 207,717 | Contemporary Amperex Technology Co Ltd Class A | 7,322,512 |
| 1,760,370 | DigiPlus Interactive Corp | 1,625,453 |
| 992,000 | Eva Airways Corp | 1,354,018 |
| 174,000 | Fusheng Precision Co Ltd | 1,768,906 |
| 435,600 | Fuyao Glass Industry Group Co Ltd Class H | 3,112,534 |
| 788,000 | Geely Automobile Holdings Ltd | 1,608,469 |
| 1,063,000 | Great Wall Motor Co Ltd Class H(b) | 1,641,336 |
| 1,144,300 | Guangdong TCL Smart Home Appliances Co Ltd(b) | 1,561,163 |
| 121,794 | H World Group Ltd ADR | 4,131,252 |
| 598,000 | Haidilao International Holding Ltd(c) | 1,140,127 |
| 544,800 | Haier Smart Home Co Ltd Class H | 1,565,538 |
| 50,939 | Hero MotoCorp Ltd | 2,516,747 |
| 7,620 | Hyundai Mobis Co Ltd | 1,616,569 |
| 168,696 | Hyundai Motor India Ltd(b) | 4,366,307 |
| 16,666 | InterGlobe Aviation Ltd(b)(c) | 1,162,355 |
| 600,000 | Jinan Acetate Chemical Co Ltd | 1,861,412 |
| 489,260 | Jollibee Foods Corp | 1,876,648 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Consumer, Cyclical - (continued) | ||
| $ 88,629 | JUMBO SA | $ 3,058,944 |
| 28,357 | JYP Entertainment Corp | 1,558,699 |
| 88,338 | Kia Corp(b) | 6,320,971 |
| 54,649,722 | Latam Airlines Group SA(b) | 1,106,340 |
| 60,446 | LG Electronics Inc | 3,296,431 |
| 56,083 | Li Auto Inc ADR(a)(b) | 1,520,410 |
| 1,032,200 | Loncin Motor Co Ltd Class A | 1,838,861 |
| 35,842,900 | Map Aktif Adiperkasa PT | 1,444,000 |
| 1,250,200 | Marcopolo SA | 1,836,262 |
| 226,000 | Merida Industry Co Ltd | 797,232 |
| 794,300 | Midea Group Co Ltd Class A | 8,006,520 |
| 117,000 | Nien Made Enterprise Co Ltd | 1,631,106 |
| 275,303 | Ningbo Tuopu Group Co Ltd Class A | 1,812,711 |
| 37,384,800 | Nusantara Sejahtera Raya Tbk PT(c) | 363,829 |
| 133,539 | OPAP SA | 3,028,077 |
| 256,400 | Pop Mart International Group Ltd | 8,735,338 |
| 455,000 | President Chain Store Corp | 3,990,359 |
| 892,500 | Raia Drogasil SA | 2,488,704 |
| 352,717 | Sona Blw Precision Forgings Ltd(c) | 1,979,924 |
| 722,763 | Tata Motors Ltd | 5,798,379 |
| 597,000 | Tong Yang Industry Co Ltd | 2,005,758 |
| 224,955 | Turk Hava Yollari AO | 1,602,630 |
| 86,201 | TVS Motor Co Ltd | 2,933,256 |
| 976,900 | Wal-Mart de Mexico SAB de CV(b) | 3,231,951 |
| 1,967,000 | Weichai Power Co Ltd Class H | 4,004,848 |
| 752,300 | Yutong Bus Co Ltd Class A | 2,610,925 |
| 308,847 | Zabka Group SA(a)(b) | 1,856,295 |
| 141,427,383 | ||
| Consumer, Non-Cyclical - 8.77% | ||
| 178,208 | Adani Ports & Special Economic Zone Ltd | 3,014,198 |
| 46,472 | Ajanta Pharma Ltd | 1,395,346 |
| 2,386,800 | Alfa SAB de CV Class A | 1,761,687 |
| 18,548 | Alkem Laboratories Ltd | 1,068,351 |
| 354,037 | Almarai Co JSC | 4,785,110 |
| 3,404 | Alteogen Inc(b) | 937,896 |
| 423,200 | Ambev SA | 1,035,197 |
| 52,739 | Apollo Hospitals Enterprise Ltd | 4,455,245 |
| 239,400 | Arca Continental SAB de CV | 2,536,317 |
| 4,945,600 | Bangkok Dusit Medical Services PCL Class F | 3,167,014 |
| 3,806,400 | Bangkok Dusit Medical Services PCL NVDR | 2,435,888 |
| 7,821 | BeOne Medicines Ltd ADR(a)(b) | 1,893,229 |
| 80,405 | Bid Corp Ltd | 2,122,924 |
| 269,400 | BRF SA | 1,000,624 |
| 53,743 | Britannia Industries Ltd | 3,666,725 |
| 2,261,800 | Charoen Pokphand Foods PCL NVDR | 1,601,745 |
| 2,378,000 | China Feihe Ltd(c) | 1,734,614 |
| Shares | Fair Value | |
| Consumer, Non-Cyclical - (continued) | ||
| $ 266,983 | Cipla Ltd | $ 4,690,208 |
| 8,479 | CJ CheilJedang Corp | 1,560,034 |
| 38,127 | Coca Cola Femsa SAB de CV Sponsored ADR | 3,688,027 |
| 26,655 | Dino Polska SA(b)(c) | 3,895,163 |
| 8,691 | Gillette India Ltd | 1,105,613 |
| 3,384,800 | Indofood Sukses Makmur Tbk PT | 1,694,863 |
| 232,000 | Innovent Biologics Inc(b)(c) | 2,325,725 |
| 876,620 | International Container Terminal Services Inc | 6,390,871 |
| 412,400 | Jiangsu Hengrui Pharmaceuticals Co Ltd(b) | 2,826,403 |
| 2,918,100 | KPJ Healthcare Bhd | 1,843,570 |
| 24,200 | Kweichow Moutai Co Ltd Class A | 4,763,721 |
| 192,973 | Lupin Ltd | 4,364,109 |
| 90,100 | Mao Geping Cosmetics Co Ltd(a) | 1,247,024 |
| 212,681 | Marico Ltd | 1,791,649 |
| 18,104,300 | Monde Nissin Corp(c) | 2,378,339 |
| 5,580 | Samsung Biologics Co Ltd(b)(c) | 4,094,701 |
| 76,950 | Shenzhen Mindray Bio Medical Electronics Co Ltd Class A | 2,415,116 |
| 117,410 | SM Investments Corp | 1,817,531 |
| 10,557,700 | Sumber Alfaria Trijaya Tbk PT | 1,554,970 |
| 618,309 | Sun Pharmaceutical Industries Ltd | 12,086,765 |
| 392,750 | Tata Consumer Products Ltd | 5,034,113 |
| 53,664 | Tiger Brands Ltd(a) | 966,596 |
| 223,002 | Torrent Pharmaceuticals Ltd | 8,864,905 |
| 3,726,000 | Uni-President China Holdings Ltd | 4,514,256 |
| 307,000 | Wuxi Biologics Cayman Inc(b)(c) | 1,008,773 |
| 328,842 | Yankershop Food Co Ltd Class A | 3,691,009 |
| 783,500 | Zhejiang NHU Co Ltd Class A | 2,326,265 |
| 131,552,429 | ||
| Diversified - 0.09% | ||
| 30,214 | Astra Industrial Group Co | 1,295,700 |
| Energy - 2.79% | ||
| 2,985,224 | Adnoc Drilling Co PJSC | 4,633,169 |
| 5,315,889 | Adnoc Gas PLC | 4,949,955 |
| 299,709 | Bharat Petroleum Corp Ltd | 1,160,575 |
| 2,044,818 | Gulf International Services QSC | 1,797,218 |
| 12,224 | HD Hyundai Co Ltd | 1,171,288 |
| 631,172 | Hindustan Petroleum Corp Ltd | 3,225,459 |
| 354,229 | Oil & Natural Gas Corp Ltd(b) | 1,008,892 |
| 192,222 | Oil India Ltd | 973,517 |
| 135,018 | ORLEN SA(a) | 3,077,260 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Energy - (continued) | ||
| $ 128,591 | Petroleo Brasileiro SA Sponsored ADR | $ 1,608,673 |
| 1,371,700 | PTT Exploration & Production PCL | 4,537,784 |
| 388,113 | Reliance Industries Ltd(b) | 6,793,228 |
| 239,459 | Saudi Arabian Oil Co(c) | 1,552,633 |
| 63,246 | Vista Energy SAB de CV(a)(b) | 3,023,791 |
| 64,191 | WAAREE Energies Ltd(b) | 2,351,107 |
| 41,864,549 | ||
| Financial - 24.75% | ||
| 139,551 | 360 ONE WAM Ltd | 1,944,354 |
| 285,403 | Abu Dhabi Commercial Bank PJSC | 1,047,579 |
| 948,342 | Abu Dhabi Islamic Bank PJSC | 5,552,330 |
| 357,000 | Advancetek Enterprise Co Ltd | 878,755 |
| 7,674,000 | Agricultural Bank of China Ltd Class H | 5,483,977 |
| 652,233 | Akbank TAS | 1,117,752 |
| 161,044 | Al Rajhi Bank | 4,061,989 |
| 583,113 | Aldar Properties PJSC | 1,416,963 |
| 364,966 | Alinma Bank | 2,609,097 |
| 932,224 | Alpha Bank SA | 3,283,368 |
| 1,035,002 | Axis Bank Ltd | 14,475,601 |
| 934,700 | Bajaj Finance Ltd | 10,208,190 |
| 448,400 | Banco del Bajio SA(c) | 1,082,497 |
| 649,400 | Bangkok Bank PCL | 2,806,650 |
| 14,138,900 | Bank Central Asia Tbk PT | 7,557,877 |
| 10,028,300 | Bank Mandiri Persero Tbk PT | 3,012,329 |
| 1,543,940 | Bank of Baroda | 4,479,994 |
| 5,630,000 | Bank of China Ltd Class H | 3,277,572 |
| 1,271,200 | Bank of Hangzhou Co Ltd Class A | 2,984,572 |
| 492,940 | Bank of Ningbo Co Ltd Class A | 1,882,829 |
| 1,420,792 | Bank of Shanghai Co Ltd Class A | 2,103,995 |
| 58,270 | Bank Polska Kasa Opieki SA | 3,001,164 |
| 19,326,300 | Bank Rakyat Indonesia Persero Tbk PT | 4,455,856 |
| 258,800 | BB Seguridade Participacoes SA | 1,708,630 |
| 972,622 | BDO Unibank Inc | 2,638,304 |
| 24,893,900 | BFI Finance Indonesia Tbk PT | 1,249,672 |
| 206,300 | BOC Aviation Ltd(c) | 1,710,530 |
| 161,748 | BSE Ltd | 5,232,805 |
| 3,400,699 | Canara Bank | 4,529,482 |
| 24,585 | Capitec Bank Holdings Ltd | 4,915,670 |
| 1,018,000 | China Life Insurance Co Ltd Class H | 2,456,399 |
| 2,112,500 | China Merchants Bank Co Ltd Class H | 14,819,108 |
| 695,800 | China Pacific Insurance Group Co Ltd Class H | 2,393,808 |
| 238,200 | China Resources Mixc Lifestyle Services Ltd | 1,157,280 |
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 5,230,000 | Chongqing Rural Commercial Bank Co Ltd Class H | $ 4,420,659 |
| 2,437,500 | CIMB Group Holdings Bhd | 3,931,336 |
| 97,409 | Co for Cooperative Insurance | 4,103,786 |
| 1,663,564 | Commercial International Bank Egypt SAE GDR | 2,628,431 |
| 87,252 | Computer Age Management Services Ltd | 4,365,133 |
| 19,592 | Credicorp Ltd | 4,379,204 |
| 568,930 | Emaar Development PJSC | 2,094,568 |
| 1,380,224 | Emaar Properties PJSC | 5,120,136 |
| 186,776 | Five-Star Business Finance Ltd(b) | 1,682,362 |
| 1,544,900 | Gentera SAB de CV | 3,296,533 |
| 147,582 | Godrej Properties Ltd(b) | 4,035,440 |
| 398,200 | Grupo Financiero Inbursa SAB de CV Class O(a) | 1,029,003 |
| 229,614 | Hana Financial Group Inc | 14,625,951 |
| 104,415 | HDFC Bank Ltd | 2,437,617 |
| 1,049,400 | Huaxia Bank Co Ltd Class A | 1,158,674 |
| 1,050,000 | ICICI Bank Ltd | 17,744,731 |
| 2,734,000 | Industrial & Commercial Bank of China Ltd Class H | 2,170,948 |
| 332,158 | Investec Ltd | 2,481,851 |
| 568,920 | Itau Unibanco Holding SA | 3,860,794 |
| 66,906 | JB Financial Group Co Ltd | 1,016,857 |
| 952,171 | Jiangsu Changshu Rural Commercial Bank Co Ltd Class A | 979,453 |
| 221,634 | JSE Ltd | 1,666,136 |
| 501,287 | Karur Vysya Bank Ltd | 1,563,954 |
| 155,654 | KB Financial Group Inc | 12,791,061 |
| 255,159 | KE Holdings Inc ADR | 4,526,521 |
| 6,734 | KIWOOM Securities Co Ltd | 1,138,964 |
| 261,766 | LexinFintech Holdings Ltd ADR | 1,887,333 |
| 470,158 | LIC Housing Finance Ltd | 3,395,759 |
| 164,651 | Life Insurance Corp of India | 1,867,587 |
| 679,323 | Manappuram Finance Ltd | 2,182,561 |
| 32,496 | Meritz Financial Group Inc | 2,703,293 |
| 953,850 | Metropolitan Bank & Trust Co | 1,227,669 |
| 264,454 | Mirae Asset Securities Co Ltd | 4,191,509 |
| 621,541 | National Bank of Greece SA | 7,925,136 |
| 150,267 | Nedbank Group Ltd | 2,062,975 |
| 424,500 | New China Life Insurance Co Ltd Class H | 2,324,460 |
| 126,976 | Nova Ljubljanska Banka dd GDR | 4,479,998 |
| 435,335 | NU Holdings Ltd Class A(b) | 5,972,796 |
| 116,916 | Oberoi Realty Ltd | 2,599,526 |
| 3,496,324 | Old Mutual Ltd | 2,383,711 |
| 151,760 | OTP Bank Nyrt | 12,130,193 |
| 41,403,800 | Pakuwon Jati Tbk PT | 952,774 |
| 2,934,000 | People's Insurance Co Group of China Ltd Class H | 2,239,524 |
| 4,020,000 | PICC Property & Casualty Co Ltd Class H | 7,811,563 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 2,352,000 | Ping An Insurance Group Co of China Ltd Class H | $ 15,013,566 |
| 960,720 | Piraeus Financial Holdings SA | 6,655,678 |
| 558,872 | Prologis Property Mexico SA de CV REIT | 2,107,181 |
| 71,645 | Qifu Technology Inc | 3,106,527 |
| 132,099 | Saudi Awwal Bank | 1,186,619 |
| 430,310 | Saudi National Bank | 4,143,269 |
| 189,084 | SBI Life Insurance Co Ltd(c) | 4,053,313 |
| 2,199,800 | SP Setia Bhd Group | 585,040 |
| 79,289 | Standard Bank Group Ltd | 1,018,041 |
| 939,661 | State Bank of India | 8,988,541 |
| 39,342,800 | TMBThanachart Bank PCL | 2,275,217 |
| 580,961 | Turkiye Garanti Bankasi AS(a) | 1,971,577 |
| 1,279,191 | Union Bank of India Ltd | 2,291,543 |
| 535,001 | Woori Financial Group Inc | 8,902,004 |
| 371,423,564 | ||
| Industrial - 7.18% | ||
| 37,108 | Amber Enterprises India Ltd(b) | 2,930,494 |
| 2,237,000 | Asia Cement Corp | 3,265,614 |
| 371,000 | Asia Optical Co Inc | 1,741,740 |
| 257,900 | Beijing New Building Materials PLC Class A | 953,501 |
| 844,102 | Bharat Electronics Ltd | 4,151,244 |
| 147,986 | Cemex SAB de CV Sponsored ADR | 1,025,543 |
| 1,240,700 | China Tower Corp Ltd(c) | 1,778,770 |
| 141,000 | Chroma ATE Inc | 2,134,862 |
| 176,000 | CyberPower Systems Inc | 1,560,230 |
| 1,505,000 | Delta Electronics Inc | 21,297,182 |
| 645,400 | Delta Electronics Thailand PCL NVDR | 1,915,837 |
| 453,000 | E Ink Holdings Inc | 3,428,684 |
| 2,168,193 | Electrical Industries Co | 4,870,823 |
| 144,000 | Evergreen Marine Corp Taiwan Ltd | 980,594 |
| 127,148 | GCC SAB de CV | 1,219,678 |
| 82,000 | Genius Electronic Optical Co Ltd | 1,175,285 |
| 75,356 | Han Kuk Carbon Co Ltd | 1,448,952 |
| 1,649 | Hanwha Aerospace Co Ltd | 1,034,792 |
| 241,732 | HBL Engineering Ltd | 1,671,901 |
| 9,553 | HD Hyundai Electric Co Ltd | 3,581,294 |
| 6,932 | HD Hyundai Heavy Industries Co Ltd | 2,187,982 |
| 14,615 | HD Hyundai Marine Solution Co Ltd | 2,215,779 |
| 21,051 | HD Korea Shipbuilding & Offshore Engineering Co Ltd(b) | 5,684,629 |
| 36,504 | Hindustan Aeronautics Ltd | 2,073,538 |
| 34,187 | Hyundai Rotem Co Ltd | 4,961,070 |
| 1,773,000 | JD Logistics Inc(b)(c) | 2,980,720 |
| 62,000 | Jentech Precision Industrial Co Ltd | 3,208,436 |
| Shares | Fair Value | |
| Industrial - (continued) | ||
| $ 567,866 | Jindal Saw Ltd | $ 1,595,809 |
| 16,637 | JK Cement Ltd | 1,193,434 |
| 2,050 | LIG Nex1 Co Ltd | 819,262 |
| 63,000 | Lotes Co Ltd | 2,917,126 |
| 873,700 | Nanofilm Technologies International Ltd(a) | 443,393 |
| 89,232 | Samsung E&A Co Ltd | 1,456,818 |
| 171,900 | Sieyuan Electric Co Ltd Class A | 1,749,427 |
| 473,000 | Sunonwealth Electric Machine Industry Co Ltd | 1,628,118 |
| 703,500 | Sunway Construction Group Bhd | 1,003,286 |
| 1,978,488 | Suzlon Energy Ltd(b) | 1,563,132 |
| 234,500 | Techtronic Industries Co Ltd | 2,587,468 |
| 39,186 | Titan Cement International SA | 1,773,440 |
| 29,000 | Voltronic Power Technology Corp | 1,250,929 |
| 331,000 | Wan Hai Lines Ltd | 1,006,608 |
| 83,000 | Yankey Engineering Co Ltd | 1,236,376 |
| 107,703,800 | ||
| Technology - 21.71% | ||
| 841,000 | ASE Technology Holding Co Ltd | 4,219,112 |
| 103,000 | Asia Vital Components Co Ltd | 2,630,872 |
| 27,000 | ASMedia Technology Inc | 1,766,895 |
| 155,000 | Asustek Computer Inc | 3,426,642 |
| 88,000 | Bizlink Holding Inc | 2,560,325 |
| 63,000 | Chunghwa Precision Test Tech Co Ltd | 1,806,585 |
| 156,475 | Coforge Ltd | 3,511,918 |
| 10,890 | Elm Co | 2,907,725 |
| 59,705 | Espressif Systems Shanghai Co Ltd Class A | 1,219,112 |
| 218,000 | Genesys Logic Inc | 1,112,582 |
| 40,000 | Global Unichip Corp | 1,789,152 |
| 258,601 | HCL Technologies Ltd | 5,213,907 |
| 683,810 | Infosys Ltd | 12,775,402 |
| 175,000 | International Games System Co Ltd | 5,137,260 |
| 542,400 | Kingsoft Corp Ltd | 2,834,878 |
| 3,487 | Krafton Inc(b) | 936,222 |
| 836,000 | Lenovo Group Ltd | 1,010,049 |
| 504,000 | MediaTek Inc | 21,595,726 |
| 45,700 | NAURA Technology Group Co Ltd Class A | 2,822,528 |
| 625,400 | NetEase Inc | 16,854,135 |
| 68,685 | Netweb Technologies India Ltd | 1,478,350 |
| 82,411 | Rasan Information Technology Co(b) | 1,909,444 |
| 360,000 | Realtek Semiconductor Corp | 6,991,559 |
| 942,324 | Samsung Electronics Co Ltd | 41,671,078 |
| 16,567 | Silicon Motion Technology Corp ADR | 1,245,341 |
| 123,247 | SK Hynix Inc(b) | 26,557,452 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Technology - (continued) | ||
| $ 4,058,000 | Taiwan Semiconductor Manufacturing Co Ltd | $ 148,398,437 |
| 179,400 | TOTVS SA | 1,397,069 |
| 325,779,757 | ||
| Utilities - 1.80% | ||
| 460,298 | China Yangtze Power Co Ltd Class A | 1,936,293 |
| 604,600 | Cia De Sanena Do Parana | 4,249,816 |
| 826,600 | ENN Natural Gas Co Ltd Class A | 2,180,310 |
| 1,504,000 | Huaneng Power International Inc Class H | 970,049 |
| 277,570 | Korea Electric Power Corp(b) | 8,020,998 |
| 138,243 | Nava Ltd | 978,399 |
| 770,069 | PGE Polska Grupa Energetyczna SA(b) | 2,437,760 |
| 331,242 | Saudi Electricity Co | 1,297,556 |
| 1,031,968 | Tauron Polska Energia SA(b) | 2,409,826 |
| 738,700 | Tenaga Nasional Bhd | 2,524,460 |
| 27,005,467 | ||
|
TOTAL COMMON STOCK - 97.78% (Cost $1,180,983,151) |
$1,467,274,563 | |
| PREFERRED STOCK | ||
| Financial - 0.75% | ||
| 3,620,900 | Banco Bradesco SA | 11,203,057 |
|
TOTAL PREFERRED STOCK - 0.75% (Cost $10,476,775) |
$11,203,057 | |
| Shares | Fair Value | |
| EXCHANGE TRADED FUNDS | ||
| 71,404 | iShares ESG Aware MSCI EM ETF | $ 2,796,895 |
|
TOTAL EXCHANGE TRADED FUNDS - 0.19% (Cost $2,428,324) |
$2,796,895 | |
| GOVERNMENT MONEY MARKET MUTUAL FUNDS | ||
| 11,163,435 | Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(d), 4.25%(e) | 11,163,435 |
|
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS - 0.74% (Cost $11,163,435) |
$11,163,435 | |
|
TOTAL INVESTMENTS - 99.46% (Cost $1,205,051,685) |
$1,492,437,950 | |
| OTHER ASSETS & LIABILITIES, NET - 0.54% | $8,062,475 | |
| TOTAL NET ASSETS - 100.00% | $1,500,500,425 | |
| (a) | All or a portion of the security is on loan as of June 30, 2025. |
| (b) | Non-income producing security. |
| (c) | Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2025, the aggregate fair value of 144A securities was $82,476,664, representing 5.50% of net assets. |
| (d) | Collateral received for securities on loan. |
| (e) | Rate shown is the 7-day yield as of June 30, 2025. |
| ADR | American Depositary Receipt |
| ETF | Exchange Traded Fund |
| GDR | Global Depositary Receipt |
| NVDR | Non-Voting Depository Receipt |
| REIT | Real Estate Investment Trust |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
Summary of Investments by Country as of June 30, 2025.
| Country | Fair Value |
Percentage of Fund Investments |
|
| China | $426,347,994 | 28.57% | |
| Taiwan | 271,501,813 | 18.19 | |
| India | 257,996,139 | 17.29 | |
| South Korea | 168,761,419 | 11.31 | |
| Saudi Arabia | 41,551,253 | 2.78 | |
| Brazil | 37,306,192 | 2.50 | |
| South Africa | 29,801,438 | 2.00 | |
| Mexico | 27,209,752 | 1.82 | |
| United Arab Emirates | 26,701,926 | 1.79 | |
| Indonesia | 25,843,560 | 1.73 | |
| Greece | 23,951,204 | 1.61 | |
| Poland | 23,511,732 | 1.58 | |
| Thailand | 23,149,857 | 1.55 | |
| Philippines | 17,954,815 | 1.20 | |
| United States | 15,853,559 | 1.06 | |
| Hungary | 14,087,627 | 0.94 | |
| Malaysia | 10,805,984 | 0.72 | |
| Ireland | 7,848,977 | 0.53 | |
| Turkey | 5,881,405 | 0.39 | |
| Peru | 5,472,086 | 0.37 | |
| Uruguay | 5,138,397 | 0.34 | |
| Singapore | 4,642,077 | 0.31 | |
| Slovenia | 4,479,998 | 0.30 | |
| Hong Kong | 4,195,937 | 0.28 | |
| United Kingdom | 3,281,086 | 0.22 | |
| Egypt | 2,628,431 | 0.18 | |
| Luxembourg | 1,856,295 | 0.13 | |
| Qatar | 1,797,218 | 0.12 | |
| Belgium | 1,773,440 | 0.12 | |
| Chile | 1,106,339 | 0.07 | |
| Total | $1,492,437,950 | 100.00% |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL GROWTH FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| COMMON STOCK | ||
| Basic Materials - 2.90% | ||
| $ 57,342 | Air Liquide SA | $ 11,824,020 |
| 72,669 | Novonesis Novozymes B(a) | 5,217,407 |
| 17,041,427 | ||
| Communications - 5.23% | ||
| 67,927 | Deutsche Telekom AG | 2,486,380 |
| 372,500 | M3 Inc | 5,116,925 |
| 61,775 | Scout24 SE(b) | 8,527,992 |
| 3,525 | Spotify Technology SA(a) | 2,704,873 |
| 940,758 | Telstra Group Ltd | 2,999,723 |
| 137,500 | Tencent Holdings Ltd | 8,859,897 |
| 30,695,790 | ||
| Consumer, Cyclical - 17.73% | ||
| 39,017 | Cie Financiere Richemont SA(a) | 7,383,299 |
| 305,706 | Clicks Group Ltd | 6,406,379 |
| 157,928 | Compass Group PLC | 5,347,154 |
| 24,400 | Cosmos Pharmaceutical Corp | 1,548,535 |
| 59,095 | Dollarama Inc | 8,326,460 |
| 570 | Hermes International SCA | 1,545,198 |
| 30,091 | IMCD NV | 4,047,112 |
| 177,459 | Industria de Diseno Textil SA | 9,257,487 |
| 80,574 | InterContinental Hotels Group PLC | 9,210,197 |
| 10,295 | LVMH Moet Hennessy Louis Vuitton SE | 5,388,212 |
| 15,251 | Next PLC | 2,603,724 |
| 54,200 | Nintendo Co Ltd | 5,204,817 |
| 77,251 | Ryanair Holdings PLC Sponsored ADR | 4,455,065 |
| 480,100 | Sony Group Corp | 12,482,756 |
| 170,000 | Toei Animation Co Ltd | 3,876,512 |
| 58,599 | Toromont Industries Ltd | 5,266,702 |
| 184,896 | Universal Music Group NV | 5,998,148 |
| 101,590 | Volvo AB Class B(c) | 2,858,501 |
| 62,484 | Yum China Holdings Inc | 2,793,660 |
| 103,999,918 | ||
| Consumer, Non-Cyclical - 18.93% | ||
| 1,725 | Adyen NV(a)(b) | 3,168,036 |
| 51,800 | Ajinomoto Co Inc | 1,404,980 |
| 1,501 | Argenx SE(a) | 830,930 |
| 18,822 | AstraZeneca PLC | 2,618,917 |
| 38,793 | Coloplast A/S Class B | 3,693,208 |
| 261,753 | Diageo PLC | 6,598,567 |
| 34,852 | EssilorLuxottica SA(a) | 9,570,127 |
| 133,458 | Experian PLC | 6,880,075 |
| 864,371 | Haleon PLC | 4,441,349 |
| 35,508 | Heineken NV | 3,097,828 |
| 82,100 | Kao Corp(c) | 3,678,540 |
| 5,994 | Lonza Group AG(a) | 4,286,690 |
| 47,398 | Nestle SA(a) | 4,712,611 |
| 97,991 | Novo Nordisk A/S Class B | 6,790,193 |
| 30,425 | Pernod Ricard SA | 3,034,943 |
| 174,200 | Recruit Holdings Co Ltd | 10,244,116 |
| Shares | Fair Value | |
| Consumer, Non-Cyclical - (continued) | ||
| $ 314,412 | RELX PLC | $ 17,010,874 |
| 29,560 | Sanofi SA | 2,861,822 |
| 184,100 | Terumo Corp | 3,378,581 |
| 119,155 | Unilever PLC | 7,272,926 |
| 32,592 | Wolters Kluwer NV | 5,450,641 |
| 111,025,954 | ||
| Financial - 18.27% | ||
| 101,911 | 3i Group PLC | 5,765,952 |
| 544,400 | AIA Group Ltd | 4,931,417 |
| 22,568 | Aon PLC Class A | 8,051,359 |
| 234,450 | Computershare Ltd | 6,150,583 |
| 152,210 | DBS Group Holdings Ltd | 5,373,330 |
| 14,649 | Deutsche Boerse AG | 4,785,689 |
| 183,288 | Gjensidige Forsikring ASA(a) | 4,646,342 |
| 124,797 | Goodman Group REIT | 2,813,502 |
| 114,730 | HDFC Bank Ltd ADR | 8,796,349 |
| 225,700 | Hong Kong Exchanges & Clearing Ltd | 12,139,629 |
| 115,094 | London Stock Exchange Group PLC(a) | 16,824,213 |
| 6,030 | Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen | 3,915,498 |
| 430,344 | NatWest Group PLC | 3,021,095 |
| 6,197 | Partners Group Holding AG | 8,107,698 |
| 197,282 | QBE Insurance Group Ltd | 3,037,972 |
| 82,200 | Rakuten Bank Ltd(a) | 3,768,288 |
| 119,700 | Tokio Marine Holdings Inc | 5,073,012 |
| 107,201,928 | ||
| Industrial - 19.61% | ||
| 219,947 | Assa Abloy AB Class B | 6,876,345 |
| 224,943 | Atlas Copco AB Class A | 3,636,431 |
| 325,100 | Azbil Corp | 3,082,804 |
| 17,907 | Bilfinger SE | 1,723,687 |
| 75,873 | Diploma PLC | 5,091,247 |
| 14,437 | DSV A/S | 3,462,777 |
| 77,323 | Ferrovial SE | 4,124,630 |
| 214,163 | Halma PLC | 9,407,436 |
| 509,185 | Hexagon AB Class B | 5,132,380 |
| 256,600 | Hitachi Ltd | 7,457,913 |
| 74,500 | Hoya Corp | 8,847,776 |
| 38,200 | IHI Corp | 4,131,856 |
| 11,400 | Keyence Corp | 4,558,042 |
| 33,329 | Legrand SA | 4,467,050 |
| 89,000 | Lotes Co Ltd | 4,121,019 |
| 853 | Rheinmetall AG | 1,806,402 |
| 513,876 | Rolls-Royce Holdings PLC | 6,808,790 |
| 41,132 | Safran SA | 13,414,180 |
| 14,029 | Sartorius AG(c) | 3,573,166 |
| 25,930 | Schneider Electric SE | 6,961,834 |
| 37,009 | SPIE SA | 2,081,041 |
| 10,090 | VAT Group AG(b) | 4,275,458 |
| 115,042,264 | ||
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL GROWTH FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Technology - 14.50% | ||
| $ 22,787 | Accenture PLC Class A | $ 6,810,806 |
| 61,800 | Advantest Corp | 4,581,299 |
| 19,560 | ASML Holding NV | 15,674,194 |
| 32,623 | Check Point Software Technologies Ltd(a) | 7,217,838 |
| 91,500 | Hamamatsu Photonics KK | 1,111,669 |
| 100,492 | Indra Sistemas SA(c) | 4,359,994 |
| 49,200 | Obic Co Ltd | 1,913,146 |
| 243,196 | Sage Group PLC | 4,174,676 |
| 58,596 | SAP SE | 17,917,506 |
| 69,572 | Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR | 15,757,362 |
| 710,300 | TOTVS SA | 5,531,426 |
| 85,049,916 | ||
| Utilities - 0.80% | ||
| 185,356 | SSE PLC | 4,666,002 |
|
TOTAL COMMON STOCK - 97.97% (Cost $490,572,250) |
$574,723,199 | |
| Shares | Fair Value | |
| GOVERNMENT MONEY MARKET MUTUAL FUNDS | ||
| 11,145,921 | Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(d), 4.25%(e) | $ 11,145,921 |
|
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS - 1.90% (Cost $11,145,921) |
$11,145,921 | |
|
TOTAL INVESTMENTS - 99.87% (Cost $501,718,171) |
$585,869,120 | |
| OTHER ASSETS & LIABILITIES, NET - 0.13% | $751,376 | |
| TOTAL NET ASSETS - 100.00% | $586,620,496 | |
| (a) | Non-income producing security. |
| (b) | Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2025, the aggregate fair value of 144A securities was $15,971,486, representing 2.72% of net assets. |
| (c) | All or a portion of the security is on loan as of June 30, 2025. |
| (d) | Collateral received for securities on loan. |
| (e) | Rate shown is the 7-day yield as of June 30, 2025. |
| ADR | American Depositary Receipt |
| REIT | Real Estate Investment Trust |
Summary of Investments by Country as of June 30, 2025.
| Country | Fair Value |
Percentage of Fund Investments |
|
| United Kingdom | $110,863,118 | 18.92% | |
| Japan | 91,461,567 | 15.61 | |
| France | 61,148,427 | 10.44 | |
| Germany | 44,736,320 | 7.64 | |
| Netherlands | 42,391,519 | 7.24 | |
| Switzerland | 28,765,756 | 4.91 | |
| Ireland | 26,197,306 | 4.47 | |
| Sweden | 21,208,530 | 3.62 | |
| Taiwan | 19,878,381 | 3.39 | |
| Denmark | 19,163,586 | 3.27 | |
| Hong Kong | 17,071,045 | 2.91 | |
| Australia | 15,001,780 | 2.56 | |
| Spain | 13,617,480 | 2.33 | |
| Canada | 13,593,163 | 2.32 | |
| China | 11,653,557 | 1.99 | |
| United States | 11,145,921 | 1.90 | |
| India | 8,796,349 | 1.50 | |
| Israel | 7,217,838 | 1.23 | |
| South Africa | 6,406,379 | 1.09 | |
| Brazil | 5,531,426 | 0.95 | |
| Singapore | 5,373,330 | 0.92 | |
| Norway | 4,646,342 | 0.79 | |
| Total | $585,869,120 | 100.00% |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| COMMON STOCK | ||
| Basic Materials - 4.62% | ||
| $ 86,933 | Air Liquide SA | $ 17,925,735 |
| 25,047 | Akzo Nobel NV | 1,757,395 |
| 167,570 | Anglo American PLC | 4,938,448 |
| 57,251 | Antofagasta PLC | 1,423,028 |
| 72,320 | ArcelorMittal SA | 2,296,478 |
| 8,854 | Arkema SA | 653,813 |
| 195,400 | Asahi Kasei Corp | 1,391,007 |
| 135,464 | BASF SE | 6,700,004 |
| 763,031 | BHP Group Ltd | 18,356,698 |
| 64,809 | BlueScope Steel Ltd | 987,595 |
| 40,954 | Boliden AB(a) | 1,279,790 |
| 19,022 | Brenntag SE | 1,260,211 |
| 26,885 | Covestro AG(a) | 1,912,824 |
| 20,167 | Croda International PLC | 809,385 |
| 27,985 | DSM-Firmenich AG | 2,977,197 |
| 1,011 | EMS-Chemie Holding AG(a) | 764,320 |
| 295,305 | Evolution Mining Ltd | 1,537,446 |
| 36,780 | Evonik Industries AG | 759,825 |
| 253,563 | Fortescue Ltd | 2,548,875 |
| 1,392 | Givaudan SA(a) | 6,750,542 |
| 1,552,791 | Glencore PLC | 6,049,587 |
| 9,885 | Holmen AB Class B(b) | 391,566 |
| 105,397 | ICL Group Ltd | 723,579 |
| 86,200 | JFE Holdings Inc | 1,002,736 |
| 210,200 | Mitsubishi Chemical Group Corp | 1,104,816 |
| 66,234 | Mondi PLC | 1,081,840 |
| 147,700 | Nippon Paint Holdings Co Ltd | 1,187,843 |
| 26,200 | Nippon Sanso Holdings Corp | 991,447 |
| 147,274 | Nippon Steel Corp | 2,785,236 |
| 102,500 | Nitto Denko Corp | 1,979,426 |
| 210,192 | Norsk Hydro ASA | 1,203,644 |
| 202,900 | Northern Star Resources Ltd | 2,506,249 |
| 52,761 | Novonesis Novozymes B(a) | 3,788,075 |
| 55,908 | Rio Tinto Ltd | 3,957,743 |
| 168,954 | Rio Tinto PLC | 9,832,631 |
| 268,700 | Shin-Etsu Chemical Co Ltd | 8,873,006 |
| 698,714 | South32 Ltd | 1,335,170 |
| 37,000 | Sumitomo Metal Mining Co Ltd | 911,864 |
| 11,314 | Syensqo SA | 876,434 |
| 19,777 | Symrise AG | 2,073,909 |
| 207,600 | Toray Industries Inc | 1,421,074 |
| 79,981 | UPM-Kymmene OYJ(a) | 2,184,129 |
| 24,574 | Yara International ASA | 906,846 |
| 134,199,466 | ||
| Communications - 5.18% | ||
| 131,262 | Auto Trader Group PLC(c) | 1,486,413 |
| 113,326 | Bollore SE(a) | 712,301 |
| 901,706 | BT Group PLC | 2,400,367 |
| 55,407 | CAR Group Ltd | 1,364,524 |
| 27,851 | Delivery Hero SE(a)(c) | 755,940 |
| 29,500 | Dentsu Group Inc(b) | 653,659 |
| 524,839 | Deutsche Telekom AG | 19,211,053 |
| 22,640 | Elisa OYJ(a) | 1,258,368 |
| Shares | Fair Value | |
| Communications - (continued) | ||
| $ 337,762 | Grab Holdings Ltd Class A(a) | $ 1,698,943 |
| 2,700 | Hikari Tsushin Inc | 797,219 |
| 575,900 | HKT Trust & HKT Ltd | 861,012 |
| 192,058 | Informa PLC | 2,125,779 |
| 464,100 | KDDI Corp | 7,968,869 |
| 605,593 | Koninklijke KPN NV | 2,954,206 |
| 425,200 | LY Corp | 1,565,844 |
| 64,400 | M3 Inc | 884,644 |
| 39,500 | MonotaRO Co Ltd | 777,591 |
| 805,348 | Nokia OYJ(a) | 4,178,664 |
| 4,505,800 | NTT Inc | 4,817,198 |
| 281,772 | Orange SA | 4,290,890 |
| 91,824 | Pearson PLC | 1,352,025 |
| 196,656 | Prosus NV | 11,033,713 |
| 34,271 | Publicis Groupe SA | 3,870,741 |
| 225,400 | Rakuten Group Inc(a) | 1,241,995 |
| 10,920 | Scout24 SE(c) | 1,507,498 |
| 57,100 | Sea Ltd ADR(a) | 9,132,574 |
| 1,113,300 | Singapore Telecommunications Ltd | 3,356,364 |
| 4,337,000 | SoftBank Corp | 6,717,803 |
| 143,200 | SoftBank Group Corp | 10,411,503 |
| 23,029 | Spotify Technology SA(a) | 17,671,073 |
| 3,941 | Swisscom AG(a) | 2,798,459 |
| 77,372 | Tele2 AB Class B | 1,129,431 |
| 1,491,963 | Telecom Italia SpA(a)(b) | 737,205 |
| 412,943 | Telefonaktiebolaget LM Ericsson Class B | 3,528,731 |
| 549,078 | Telefonica SA(b) | 2,889,848 |
| 92,199 | Telenor ASA | 1,435,741 |
| 329,038 | Telia Co AB(a) | 1,183,492 |
| 604,755 | Telstra Group Ltd | 1,928,336 |
| 19,100 | Trend Micro Inc | 1,321,068 |
| 3,004,460 | Vodafone Group PLC | 3,215,294 |
| 8,000 | Wix.com Ltd(a) | 1,267,680 |
| 161,830 | WPP PLC | 1,138,995 |
| 67,800 | ZOZO Inc | 732,559 |
| 150,365,612 | ||
| Consumer, Cyclical - 12.34% | ||
| 29,726 | Accor SA | 1,557,898 |
| 39,731 | AddTech AB Class B(a) | 1,354,492 |
| 25,812 | adidas AG(a) | 6,025,311 |
| 78,800 | Aisin Corp | 1,008,041 |
| 67,455 | Amadeus IT Group SA | 5,698,820 |
| 23,200 | ANA Holdings Inc | 454,257 |
| 86,126 | Aristocrat Leisure Ltd | 3,690,052 |
| 104,900 | Asics Corp | 2,674,990 |
| 49,988 | Associated British Foods PLC | 1,411,688 |
| 13,083 | Avolta AG | 712,645 |
| 90,600 | Bandai Namco Holdings Inc | 3,247,033 |
| 207,611 | Barratt Redrow PLC(a) | 1,299,769 |
| 43,408 | Bayerische Motoren Werke AG | 3,865,900 |
| 85,500 | Bridgestone Corp(b) | 3,496,283 |
| 50,304 | Bunzl PLC | 1,601,625 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Consumer, Cyclical - (continued) | ||
| $ 80,251 | Cie Financiere Richemont SA(a) | $ 15,186,128 |
| 100,034 | Cie Generale des Etablissements Michelin SCA | 3,720,697 |
| 401,442 | CK Hutchison Holdings Ltd | 2,471,952 |
| 253,495 | Compass Group PLC | 8,582,879 |
| 15,757 | Continental AG | 1,375,239 |
| 9,281 | CTS Eventim AG & Co KGaA | 1,154,102 |
| 70,582 | Daimler Truck Holding AG | 3,348,700 |
| 89,100 | Daiwa House Industry Co Ltd | 3,061,726 |
| 283,200 | Denso Corp | 3,821,866 |
| 102,503 | Deutsche Lufthansa AG | 870,216 |
| 3,146 | D'ieteren Group | 677,491 |
| 17,842 | Dr Ing hc F Porsche AG(b) | 881,824 |
| 86,769 | Entain PLC | 1,074,447 |
| 22,087 | Evolution AB(c) | 1,754,218 |
| 29,200 | Fast Retailing Co Ltd | 10,011,632 |
| 16,398 | FDJ United(a)(c) | 643,465 |
| 19,040 | Ferrari NV | 9,327,931 |
| 308,000 | Galaxy Entertainment Group Ltd | 1,372,941 |
| 929,073 | Genting Singapore Ltd | 522,547 |
| 82,247 | H & M Hennes & Mauritz AB Class B(b) | 1,158,378 |
| 4,762 | Hermes International SCA | 12,909,180 |
| 635,600 | Honda Motor Co Ltd | 6,128,998 |
| 14,900 | Hoshizaki Corp | 513,425 |
| 9,190 | IMCD NV | 1,236,016 |
| 162,837 | Industria de Diseno Textil SA | 8,494,702 |
| 22,281 | InterContinental Hotels Group PLC | 2,546,881 |
| 177,929 | International Consolidated Airlines Group SA(b) | 838,266 |
| 84,800 | Isuzu Motors Ltd | 1,074,241 |
| 177,700 | ITOCHU Corp | 9,305,263 |
| 22,100 | Japan Airlines Co Ltd | 450,749 |
| 406,834 | JD Sports Fashion PLC | 496,011 |
| 10,996 | Kering SA | 2,395,547 |
| 262,738 | Kingfisher PLC | 1,048,906 |
| 334,491 | Lottery Corp Ltd | 1,173,403 |
| 41,183 | LVMH Moet Hennessy Louis Vuitton SE | 21,554,421 |
| 213,400 | Marubeni Corp | 4,301,770 |
| 51,200 | MatsukiyoCocokara & Co | 1,053,211 |
| 108,008 | Mercedes-Benz Group AG | 6,292,582 |
| 512,200 | Mitsubishi Corp | 10,234,720 |
| 368,200 | Mitsui & Co Ltd | 7,503,907 |
| 34,976 | Moncler SpA | 1,995,090 |
| 17,837 | Next PLC | 3,045,219 |
| 166,100 | Nintendo Co Ltd | 15,950,556 |
| 333,700 | Nissan Motor Co Ltd(a) | 807,414 |
| 11,700 | Nitori Holdings Co Ltd | 1,126,129 |
| 161,900 | Oriental Land Co Ltd | 3,728,844 |
| 57,400 | Pan Pacific International Holdings Corp | 1,974,277 |
| 349,100 | Panasonic Holdings Corp | 3,735,133 |
| 12,476 | Pandora A/S | 2,198,214 |
| Shares | Fair Value | |
| Consumer, Cyclical - (continued) | ||
| $ 23,461 | Porsche Automobil Holding SE | $ 931,371 |
| 114,725 | Qantas Airways Ltd | 810,483 |
| 804 | Rational AG | 675,602 |
| 38,106 | Reece Ltd | 360,069 |
| 28,993 | Renault SA | 1,337,886 |
| 35,399 | Rexel SA(a) | 1,091,803 |
| 126,038 | Ryanair Holdings PLC | 3,575,166 |
| 318,946 | Sands China Ltd | 666,575 |
| 26,400 | Sanrio Co Ltd | 1,276,588 |
| 56,600 | Sekisui Chemical Co Ltd | 1,025,065 |
| 91,700 | Sekisui House Ltd | 2,018,257 |
| 30,470 | SGH Ltd | 1,085,163 |
| 11,300 | Shimano Inc | 1,638,279 |
| 222,900 | Singapore Airlines Ltd | 1,222,552 |
| 13,381 | Sodexo SA | 823,556 |
| 921,900 | Sony Group Corp | 23,969,700 |
| 302,936 | Stellantis NV | 3,043,310 |
| 86,600 | Subaru Corp | 1,501,332 |
| 163,200 | Sumitomo Corp | 4,211,657 |
| 105,000 | Sumitomo Electric Industries Ltd | 2,251,558 |
| 233,200 | Suzuki Motor Corp | 2,811,513 |
| 4,258 | Swatch Group AG(a)(b) | 695,165 |
| 16,400 | Toho Co Ltd | 967,532 |
| 51,500 | Tokyo Gas Co Ltd | 1,712,998 |
| 24,400 | Toyota Industries Corp | 2,753,850 |
| 1,424,875 | Toyota Motor Corp | 24,540,609 |
| 96,700 | Toyota Tsusho Corp | 2,190,376 |
| 166,167 | Universal Music Group NV | 5,390,566 |
| 238,862 | Volvo AB Class B(b) | 6,721,008 |
| 169,795 | Wesfarmers Ltd | 9,475,814 |
| 25,414 | Whitbread PLC | 985,864 |
| 143,500 | Yamaha Motor Co Ltd(b) | 1,073,821 |
| 32,967 | Zalando SE(a)(c) | 1,087,826 |
| 15,300 | Zensho Holdings Co Ltd | 926,053 |
| 358,079,225 | ||
| Consumer, Non-Cyclical - 21.03% | ||
| 3,795 | Adyen NV(a)(c) | 6,969,679 |
| 111,600 | Aeon Co Ltd | 3,420,852 |
| 132,200 | Ajinomoto Co Inc | 3,585,683 |
| 75,813 | Alcon AG | 6,723,323 |
| 148,302 | Anheuser-Busch InBev SA | 10,203,263 |
| 9,089 | Argenx SE(a) | 5,031,530 |
| 216,400 | Asahi Group Holdings Ltd(b) | 2,892,649 |
| 64,674 | Ashtead Group PLC(a) | 4,146,388 |
| 271,000 | Astellas Pharma Inc | 2,653,349 |
| 232,755 | AstraZeneca PLC | 32,385,821 |
| 574 | Barry Callebaut AG(b) | 627,422 |
| 147,102 | Bayer AG | 4,431,798 |
| 14,854 | Beiersdorf AG | 1,867,123 |
| 6,667 | BioMerieux(b) | 922,160 |
| 209,868 | Brambles Ltd | 3,241,160 |
| 298,499 | British American Tobacco PLC | 14,188,403 |
| 48,092 | Bureau Veritas SA | 1,641,495 |
| 14,199 | Carlsberg AS Class B | 2,011,762 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Consumer, Non-Cyclical - (continued) | ||
| $ 80,222 | Carrefour SA | $ 1,131,633 |
| 161 | Chocoladefabriken Lindt & Spruengli AG | 5,111,382 |
| 101,200 | Chugai Pharmaceutical Co Ltd | 5,284,444 |
| 34,071 | Coca-Cola Europacific Partners PLC | 3,139,498 |
| 32,526 | Coca-Cola HBC AG | 1,698,346 |
| 9,801 | Cochlear Ltd | 1,938,403 |
| 201,443 | Coles Group Ltd | 2,762,211 |
| 19,098 | Coloplast A/S Class B | 1,818,186 |
| 72,677 | CSL Ltd | 11,480,109 |
| 60,800 | Dai Nippon Printing Co Ltd | 922,934 |
| 262,300 | Daiichi Sankyo Co Ltd | 6,076,994 |
| 97,602 | Danone SA(a) | 7,986,144 |
| 92,203 | Davide Campari-Milano NV(b) | 620,745 |
| 13,662 | Demant A/S(a) | 570,820 |
| 335,922 | Diageo PLC | 8,468,303 |
| 3,419 | DiaSorin SpA | 365,937 |
| 36,510 | Edenred SE | 1,134,023 |
| 38,800 | Eisai Co Ltd | 1,114,352 |
| 44,721 | EssilorLuxottica SA(a) | 12,280,090 |
| 92,538 | Essity AB Class B | 2,562,273 |
| 17,410 | Eurofins Scientific SE(b) | 1,240,732 |
| 137,596 | Experian PLC | 7,093,399 |
| 85,334 | Fisher & Paykel Healthcare Corp Ltd(a) | 1,874,343 |
| 31,863 | Fresenius Medical Care AG | 1,830,699 |
| 63,252 | Fresenius SE & Co KGaA | 3,183,026 |
| 167,400 | FUJIFILM Holdings Corp | 3,625,145 |
| 15,652 | Galderma Group AG | 2,275,107 |
| 9,286 | Genmab A/S | 1,928,409 |
| 52,914 | Grifols SA(a) | 645,657 |
| 620,320 | GSK PLC | 11,823,023 |
| 1,340,758 | Haleon PLC | 6,889,141 |
| 19,967 | Heineken Holding NV | 1,489,935 |
| 43,426 | Heineken NV | 3,788,619 |
| 15,561 | Henkel AG & Co KGaA | 1,128,569 |
| 26,567 | Hikma Pharmaceuticals PLC | 724,621 |
| 115,686 | Imperial Brands PLC(a) | 4,569,171 |
| 24,599 | Intertek Group PLC | 1,601,663 |
| 5,705 | Ipsen SA(a) | 679,569 |
| 274,871 | J Sainsbury PLC | 1,093,191 |
| 179,700 | Japan Tobacco Inc(b) | 5,293,859 |
| 25,651 | JDE Peet's NV | 732,712 |
| 40,089 | Jeronimo Martins SGPS SA | 1,014,972 |
| 69,800 | Kao Corp(b) | 3,127,431 |
| 24,635 | Kerry Group PLC Class A(a) | 2,721,840 |
| 40,961 | Kesko OYJ Class B(a) | 1,010,272 |
| 97,700 | Kikkoman Corp | 906,250 |
| 114,500 | Kirin Holdings Co Ltd(b) | 1,604,561 |
| 21,900 | Kobe Bussan Co Ltd | 680,117 |
| 137,597 | Koninklijke Ahold Delhaize NV(a) | 5,746,955 |
| 123,940 | Koninklijke Philips NV | 2,976,099 |
| 34,100 | Kyowa Kirin Co Ltd | 583,699 |
| 32,947 | Lifco AB Class B | 1,335,237 |
| 10,803 | Lonza Group AG(a) | 7,725,911 |
| 36,024 | L'Oreal SA | 15,431,052 |
| Shares | Fair Value | |
| Consumer, Non-Cyclical - (continued) | ||
| $ 62 | Lotus Bakeries NV | $ 597,429 |
| 295,642 | Marks & Spencer Group PLC | 1,438,486 |
| 33,300 | MEIJI Holdings Co Ltd | 736,390 |
| 19,601 | Merck KGaA | 2,541,441 |
| 70,690 | Mowi ASA(a) | 1,365,265 |
| 393,332 | Nestle SA(a) | 39,107,575 |
| 77,300 | Nexi SpA(c) | 461,661 |
| 30,800 | Nissin Foods Holdings Co Ltd | 639,875 |
| 7,190 | NMC Health PLC(a)(d) | 493 |
| 285,749 | Novartis AG(a) | 34,683,388 |
| 482,860 | Novo Nordisk A/S Class B | 33,459,324 |
| 170,600 | Olympus Corp | 2,026,442 |
| 55,800 | Ono Pharmaceutical Co Ltd | 604,748 |
| 16,438 | Orion OYJ Class B | 1,236,692 |
| 108,824 | Orkla ASA | 1,185,256 |
| 66,800 | Otsuka Holdings Co Ltd(b) | 3,311,897 |
| 30,345 | Pernod Ricard SA | 3,026,963 |
| 32,055 | QIAGEN NV | 1,544,402 |
| 16,591 | Randstad NV | 766,854 |
| 101,409 | Reckitt Benckiser Group PLC(a) | 6,907,277 |
| 17,729 | Recordati Industria Chimica e Farmaceutica SpA | 1,114,359 |
| 211,300 | Recruit Holdings Co Ltd | 12,425,842 |
| 278,423 | RELX PLC | 15,086,003 |
| 385,496 | Rentokil Initial PLC | 1,859,395 |
| 105,455 | Roche Holding AG(a) | 34,422,609 |
| 4,792 | Roche Holding AG | 1,665,370 |
| 10,043 | Salmar ASA | 435,223 |
| 63,930 | Sandoz Group AG | 3,503,580 |
| 167,056 | Sanofi SA | 16,173,359 |
| 4,052 | Sartorius Stedim Biotech | 969,494 |
| 64,300 | Secom Co Ltd | 2,309,973 |
| 74,704 | Securitas AB Class B(a) | 1,118,493 |
| 331,400 | Seven & i Holdings Co Ltd | 5,333,992 |
| 23,334 | SGS SA | 2,369,233 |
| 115,600 | Shionogi & Co Ltd | 2,081,064 |
| 60,600 | Shiseido Co Ltd(b) | 1,082,356 |
| 50,373 | Siemens Healthineers AG(c) | 2,796,433 |
| 680,021 | Sigma Healthcare LTD | 1,338,484 |
| 120,834 | Smith & Nephew PLC | 1,849,645 |
| 70,722 | Sonic Healthcare Ltd | 1,248,328 |
| 7,678 | Sonova Holding AG(a) | 2,289,775 |
| 16,518 | Straumann Holding AG | 2,162,036 |
| 21,600 | Suntory Beverage & Food Ltd | 690,756 |
| 27,834 | Swedish Orphan Biovitrum AB(a) | 847,132 |
| 77,700 | Sysmex Corp | 1,352,541 |
| 241,152 | Takeda Pharmaceutical Co Ltd | 7,445,086 |
| 200,800 | Terumo Corp | 3,685,057 |
| 1,007,298 | Tesco PLC | 5,552,360 |
| 169,634 | Teva Pharmaceutical Industries Ltd Sponsored ADR(a) | 2,843,066 |
| 34,900 | TOPPAN Holdings Inc | 948,129 |
| 467,003 | Transurban Group | 4,296,878 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Consumer, Non-Cyclical - (continued) | ||
| $ 18,930 | UCB SA | $ 3,724,637 |
| 171,300 | Unicharm Corp | 1,236,921 |
| 374,929 | Unilever PLC | 22,875,276 |
| 1,234,145 | WH Group Ltd(c) | 1,189,459 |
| 304,700 | Wilmar International Ltd(b) | 687,793 |
| 99,920 | Wise PLC Class A(a) | 1,426,020 |
| 36,111 | Wolters Kluwer NV | 6,039,153 |
| 184,545 | Woolworths Group Ltd | 3,780,186 |
| 37,800 | Yakult Honsha Co Ltd | 711,888 |
| 610,394,915 | ||
| Diversified - 0.04% | ||
| 22,079 | Jardine Matheson Holdings Ltd(a) | 1,006,140 |
| Energy - 3.21% | ||
| 44,876 | Aker BP ASA | 1,146,779 |
| 180,848 | APA Group | 972,378 |
| 2,407,959 | BP PLC | 11,995,491 |
| 14,805 | DCC PLC(a) | 960,445 |
| 408,750 | ENEOS Holdings Inc | 2,026,105 |
| 326,747 | Eni SpA | 5,278,326 |
| 127,150 | Equinor ASA | 3,211,053 |
| 59,226 | Galp Energia SGPS SA | 1,084,185 |
| 134,380 | Idemitsu Kosan Co Ltd | 814,932 |
| 132,200 | Inpex Corp(b) | 1,855,714 |
| 63,045 | Neste OYJ(a) | 854,398 |
| 22,501 | OMV AG | 1,223,634 |
| 176,295 | Repsol SA(b) | 2,578,565 |
| 475,505 | Santos Ltd | 2,397,434 |
| 900,265 | Shell PLC | 31,403,599 |
| 307,299 | TotalEnergies SE(a) | 18,782,987 |
| 151,210 | Vestas Wind Systems A/S | 2,271,320 |
| 284,305 | Woodside Energy Group Ltd | 4,391,635 |
| 93,248,980 | ||
| Financial - 24.83% | ||
| 145,559 | 3i Group PLC | 8,235,482 |
| 69,451 | ABN AMRO Bank NV(c) | 1,896,431 |
| 40,284 | Admiral Group PLC | 1,807,905 |
| 185,898 | Aegon Ltd | 1,347,154 |
| 27,766 | AerCap Holdings NV | 3,248,622 |
| 22,393 | Ageas SA(a) | 1,514,837 |
| 1,610,400 | AIA Group Ltd | 14,587,718 |
| 320,435 | AIB Group PLC(a) | 2,644,510 |
| 58,103 | Allianz SE | 23,580,215 |
| 9,069 | Amundi SA(c) | 735,097 |
| 445,705 | ANZ Group Holdings Ltd | 8,547,192 |
| 22,150 | ASR Nederland NV | 1,471,774 |
| 29,032 | ASX Ltd | 1,333,018 |
| 402,079 | Aviva PLC | 3,417,254 |
| 266,514 | AXA SA | 13,087,219 |
| 6,298 | Azrieli Group Ltd | 579,976 |
| 6,188 | Baloise Holding AG(a) | 1,459,453 |
| 32,306 | Banca Mediolanum SpA | 556,738 |
| 867,196 | Banco Bilbao Vizcaya Argentaria SA | 13,353,353 |
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 168,367 | Banco BPM SpA | $ 1,965,274 |
| 785,052 | Banco de Sabadell SA | 2,499,260 |
| 2,278,012 | Banco Santander SA | 18,863,986 |
| 191,791 | Bank Hapoalim BM | 3,683,935 |
| 225,766 | Bank Leumi Le-Israel BM | 4,200,500 |
| 143,091 | Bank of Ireland Group PLC | 2,039,071 |
| 100,575 | Bankinter SA(b) | 1,312,958 |
| 4,628 | Banque Cantonale Vaudoise | 533,760 |
| 2,139,166 | Barclays PLC | 9,883,101 |
| 153,216 | BNP Paribas SA | 13,743,777 |
| 552,500 | BOC Hong Kong Holdings Ltd | 2,405,167 |
| 140,887 | BPER Banca SpA | 1,278,734 |
| 598,552 | CaixaBank SA | 5,186,354 |
| 560,740 | CapitaLand Ascendas REIT(a) | 1,183,248 |
| 826,496 | CapitaLand Integrated Commercial Trust REIT(a) | 1,411,303 |
| 388,357 | Capitaland Investment Ltd | 809,593 |
| 81,000 | Chiba Bank Ltd | 748,580 |
| 286,424 | CK Asset Holdings Ltd | 1,265,657 |
| 131,907 | Commerzbank AG | 4,156,801 |
| 251,335 | Commonwealth Bank of Australia | 30,589,560 |
| 79,405 | Computershare Ltd | 2,083,118 |
| 151,900 | Concordia Financial Group Ltd | 985,796 |
| 8,357 | Covivio SA REIT | 529,870 |
| 159,795 | Credit Agricole SA | 3,023,057 |
| 28,928 | CVC Capital Partners PLC | 594,803 |
| 514,700 | Dai-ichi Life Holdings Inc | 3,913,061 |
| 8,500 | Daito Trust Construction Co Ltd | 925,807 |
| 199,500 | Daiwa Securities Group Inc | 1,416,854 |
| 104,175 | Danske Bank A/S(a) | 4,254,905 |
| 319,533 | DBS Group Holdings Ltd | 11,280,180 |
| 275,897 | Deutsche Bank AG | 8,179,110 |
| 28,440 | Deutsche Boerse AG | 9,291,078 |
| 133,572 | DNB Bank ASA | 3,693,877 |
| 55,752 | EQT AB | 1,870,257 |
| 46,683 | Erste Group Bank AG | 3,973,912 |
| 7,045 | Eurazeo SE | 503,668 |
| 11,424 | Euronext NV(c) | 1,957,417 |
| 12,124 | EXOR NV | 1,223,891 |
| 95,402 | Fastighets AB Balder Class B(a) | 711,153 |
| 94,611 | FinecoBank Banca Fineco SpA | 2,098,813 |
| 9,108 | Futu Holdings Ltd ADR | 1,125,658 |
| 7,059 | Gecina SA REIT | 777,088 |
| 130,466 | Generali | 4,640,888 |
| 26,535 | Gjensidige Forsikring ASA(a) | 672,661 |
| 307,493 | Goodman Group REIT | 6,932,316 |
| 13,148 | Groupe Bruxelles Lambert NV | 1,122,327 |
| 117,700 | Hang Seng Bank Ltd | 1,766,226 |
| 9,087 | Hannover Rueck SE | 2,863,444 |
| 5,430 | Helvetia Holding AG | 1,274,835 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 212,830 | Henderson Land Development Co Ltd | $ 747,458 |
| 181,612 | Hong Kong Exchanges & Clearing Ltd | 9,768,287 |
| 164,600 | Hongkong Land Holdings Ltd | 949,742 |
| 2,657,309 | HSBC Holdings PLC | 32,139,579 |
| 63,900 | Hulic Co Ltd(b) | 644,545 |
| 19,677 | Industrivarden AB Class A | 715,326 |
| 23,521 | Industrivarden AB Class C | 851,736 |
| 129,520 | Infratil Ltd | 835,760 |
| 471,220 | ING Groep NV | 10,328,083 |
| 361,678 | Insurance Australia Group Ltd | 2,150,185 |
| 2,276,392 | Intesa Sanpaolo SpA | 13,112,989 |
| 23,025 | Investment AB Latour Class B(b) | 607,290 |
| 262,036 | Investor AB Class B | 7,765,014 |
| 185,223 | Israel Discount Bank Ltd Class A | 1,847,549 |
| 142,800 | Japan Exchange Group Inc | 1,446,567 |
| 263,800 | Japan Post Bank Co Ltd | 2,843,903 |
| 268,400 | Japan Post Holdings Co Ltd | 2,485,979 |
| 28,600 | Japan Post Insurance Co Ltd | 647,511 |
| 31,391 | Julius Baer Group Ltd(a) | 2,129,404 |
| 34,367 | KBC Group NV | 3,547,015 |
| 30,640 | Klepierre SA REIT(b) | 1,211,488 |
| 11,067 | L E Lundbergforetagen AB Class B | 552,439 |
| 103,312 | Land Securities Group PLC REIT | 896,635 |
| 11,321 | LEG Immobilien SE | 1,007,702 |
| 882,999 | Legal & General Group PLC | 3,088,337 |
| 423,944 | Link REIT | 2,270,853 |
| 8,995,982 | Lloyds Banking Group PLC | 9,456,944 |
| 71,471 | London Stock Exchange Group PLC(a) | 10,447,490 |
| 325,926 | M&G PLC | 1,151,605 |
| 54,161 | Macquarie Group Ltd | 8,146,123 |
| 425,961 | Medibank Pvt Ltd | 1,414,575 |
| 72,567 | Mediobanca Banca di Credito Finanziario SpA(a)(b) | 1,688,708 |
| 157,300 | Mitsubishi Estate Co Ltd | 2,948,922 |
| 133,200 | Mitsubishi HC Capital Inc | 980,715 |
| 1,717,800 | Mitsubishi UFJ Financial Group Inc | 23,419,784 |
| 401,100 | Mitsui Fudosan Co Ltd | 3,883,082 |
| 22,093 | Mizrahi Tefahot Bank Ltd | 1,441,167 |
| 357,310 | Mizuho Financial Group Inc | 9,918,899 |
| 192,700 | MS&AD Insurance Group Holdings Inc | 4,307,925 |
| 20,123 | Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen | 13,066,596 |
| 462,542 | National Australia Bank Ltd | 11,988,072 |
| 1,214,809 | NatWest Group PLC | 8,528,185 |
| 1,070 | Nippon Building Fund Inc REIT(b) | 988,016 |
| 40,153 | NN Group NV | 2,671,748 |
| 451,600 | Nomura Holdings Inc | 2,975,909 |
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 479,864 | Nordea Bank Abp | $ 7,120,104 |
| 172,800 | ORIX Corp | 3,899,522 |
| 513,285 | Oversea-Chinese Banking Corp Ltd | 6,582,016 |
| 3,378 | Partners Group Holding AG | 4,419,526 |
| 103,315 | Phoenix Group Holdings PLC | 933,992 |
| 394,349 | Prudential PLC | 4,934,681 |
| 225,558 | QBE Insurance Group Ltd | 3,473,397 |
| 7,397 | REA Group Ltd | 1,171,381 |
| 304,400 | Resona Holdings Inc | 2,811,384 |
| 29,400 | Sagax AB Class B | 673,678 |
| 361,026 | Sampo OYJ Class A | 3,885,555 |
| 40,740 | SBI Holdings Inc | 1,419,591 |
| 780,936 | Scentre Group REIT | 1,834,198 |
| 120,687 | Schroders PLC | 599,857 |
| 185,478 | Segro PLC REIT | 1,735,771 |
| 128,300 | Singapore Exchange Ltd | 1,502,294 |
| 643,178 | Sino Land Co Ltd | 685,071 |
| 238,405 | Skandinaviska Enskilda Banken AB Class A | 4,155,527 |
| 107,850 | Societe Generale SA | 6,169,492 |
| 2,268 | Sofina SA | 750,141 |
| 133,450 | Sompo Holdings Inc | 4,021,489 |
| 299,734 | Standard Chartered PLC | 4,958,093 |
| 360,597 | Stockland REIT | 1,274,394 |
| 551,600 | Sumitomo Mitsui Financial Group Inc | 13,889,818 |
| 94,872 | Sumitomo Mitsui Trust Group Inc | 2,523,351 |
| 46,500 | Sumitomo Realty & Development Co Ltd | 1,795,800 |
| 216,500 | Sun Hung Kai Properties Ltd | 2,494,740 |
| 165,547 | Suncorp Group Ltd | 2,359,318 |
| 218,399 | Svenska Handelsbanken AB Class A | 2,923,770 |
| 127,125 | Swedbank AB Class A | 3,367,075 |
| 61,000 | Swire Pacific Ltd Class A | 522,899 |
| 4,312 | Swiss Life Holding AG(a) | 4,365,315 |
| 11,575 | Swiss Prime Site AG(a) | 1,737,687 |
| 45,155 | Swiss Re AG(a) | 7,811,233 |
| 73,300 | T&D Holdings Inc | 1,608,943 |
| 9,781 | Talanx AG | 1,268,029 |
| 275,700 | Tokio Marine Holdings Inc | 11,684,456 |
| 51,122 | Tryg A/S | 1,321,565 |
| 493,031 | UBS Group AG(a) | 16,739,275 |
| 17,691 | Unibail-Rodamco-Westfield REIT | 1,700,599 |
| 211,150 | UniCredit SpA | 14,164,698 |
| 54,715 | Unipol Assicurazioni SpA | 1,083,621 |
| 189,306 | United Overseas Bank Ltd | 5,358,063 |
| 577,875 | Vicinity Ltd REIT | 943,361 |
| 110,887 | Vonovia SE | 3,931,331 |
| 35,052 | Washington H Soul Pattinson & Co Ltd(b) | 969,032 |
| 513,630 | Westpac Banking Corp | 11,447,033 |
| 157,000 | Wharf Holdings Ltd(b) | 478,003 |
| 262,300 | Wharf Real Estate Investment Co Ltd | 744,563 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 22,065 | Zurich Insurance Group AG(a) | $ 15,439,392 |
| 720,550,602 | ||
| Industrial - 15.68% | ||
| 238,226 | ABB Ltd(a) | 14,276,608 |
| 3,711 | Acciona SA | 669,334 |
| 26,694 | ACS Actividades de Construccion y Servicios SA | 1,855,421 |
| 112,310 | Aena SME SA(c) | 2,997,987 |
| 4,717 | Aeroports de Paris SA(b) | 591,383 |
| 29,400 | AGC Inc(b) | 862,469 |
| 89,425 | Airbus SE | 18,707,832 |
| 43,906 | Alfa Laval AB | 1,849,261 |
| 49,297 | Alstom SA(a) | 1,150,642 |
| 77,976 | Amrize Ltd(a) | 3,889,710 |
| 450 | AP Moller - Maersk A/S Class A | 830,232 |
| 647 | AP Moller - Maersk A/S Class B | 1,203,225 |
| 151,472 | Assa Abloy AB Class B | 4,735,567 |
| 404,888 | Atlas Copco AB Class A | 6,545,423 |
| 233,717 | Atlas Copco AB Class B | 3,326,398 |
| 267,006 | Auckland International Airport Ltd | 1,260,529 |
| 452,054 | BAE Systems PLC | 11,728,962 |
| 56,027 | Beijer Ref AB | 884,163 |
| 29,080 | Bouygues SA | 1,315,139 |
| 73,991 | Cellnex Telecom SA(c) | 2,881,088 |
| 113,400 | Central Japan Railway Co | 2,535,010 |
| 66,842 | Cie de Saint-Gobain SA(a) | 7,852,303 |
| 97,000 | CK Infrastructure Holdings Ltd | 642,358 |
| 48,400 | Daifuku Co Ltd | 1,245,136 |
| 39,600 | Daikin Industries Ltd | 4,648,397 |
| 2,789 | Dassault Aviation SA | 986,115 |
| 144,940 | Deutsche Post AG | 6,713,620 |
| 30,606 | DSV A/S | 7,340,982 |
| 136,800 | East Japan Railway Co | 2,942,695 |
| 9,622 | Eiffage SA | 1,352,023 |
| 4,009 | Elbit Systems Ltd | 1,785,744 |
| 105,716 | Epiroc AB Class A | 2,300,365 |
| 59,749 | Epiroc AB Class B | 1,145,540 |
| 141,200 | FANUC Corp | 3,833,197 |
| 76,541 | Ferrovial SE | 4,082,899 |
| 19,000 | Fuji Electric Co Ltd | 874,986 |
| 36,400 | Fujikura Ltd | 1,914,838 |
| 21,787 | GEA Group AG | 1,527,275 |
| 5,047 | Geberit AG(a) | 3,974,739 |
| 43,909 | Getlink SE | 847,623 |
| 56,378 | Halma PLC | 2,476,489 |
| 31,700 | Hankyu Hanshin Holdings Inc | 861,722 |
| 19,648 | Heidelberg Materials AG | 4,627,055 |
| 310,876 | Hexagon AB Class B | 3,133,505 |
| 688,800 | Hitachi Ltd | 20,019,526 |
| 77,976 | Holcim AG | 5,790,431 |
| 52,200 | Hoya Corp | 6,199,382 |
| Shares | Fair Value | |
| Industrial - (continued) | ||
| $ 21,600 | IHI Corp | $ 2,336,337 |
| 41,235 | Indutrade AB | 1,125,927 |
| 33,502 | Infrastrutture Wireless Italiane SpA(c) | 409,662 |
| 32,354 | InPost SA(a) | 538,427 |
| 64,305 | James Hardie Industries PLC(a) | 1,726,804 |
| 60,700 | Kajima Corp | 1,583,160 |
| 53,800 | Kawasaki Kisen Kaisha Ltd(b) | 761,919 |
| 218,100 | Keppel Ltd | 1,273,611 |
| 29,260 | Keyence Corp | 11,698,975 |
| 23,148 | Kingspan Group PLC | 1,972,433 |
| 10,450 | Knorr-Bremse AG | 1,013,621 |
| 134,800 | Komatsu Ltd | 4,447,529 |
| 51,340 | Kone OYJ Class B | 3,382,326 |
| 67,575 | Kongsberg Gruppen ASA | 2,620,363 |
| 150,600 | Kubota Corp(b) | 1,698,301 |
| 7,416 | Kuehne + Nagel International AG(a) | 1,605,881 |
| 191,900 | Kyocera Corp | 2,304,788 |
| 39,801 | Legrand SA | 5,334,485 |
| 60,308 | Leonardo SpA(a) | 3,403,002 |
| 35,300 | Makita Corp | 1,087,168 |
| 178,314 | Melrose Industries PLC | 1,298,201 |
| 86,540 | Metso OYJ(a) | 1,121,547 |
| 55,400 | MINEBEA MITSUMI Inc | 810,155 |
| 284,800 | Mitsubishi Electric Corp | 6,125,756 |
| 480,400 | Mitsubishi Heavy Industries Ltd | 12,021,715 |
| 51,000 | Mitsui OSK Lines Ltd(b) | 1,703,386 |
| 222,702 | MTR Corp Ltd | 800,813 |
| 8,149 | MTU Aero Engines AG | 3,620,232 |
| 253,400 | Murata Manufacturing Co Ltd | 3,745,427 |
| 230,206 | Nibe Industrier AB Class B | 982,902 |
| 125,000 | Nidec Corp | 2,429,137 |
| 66,200 | Nippon Yusen KK | 2,381,542 |
| 97,200 | Obayashi Corp | 1,472,757 |
| 27,000 | Omron Corp | 727,824 |
| 68,448 | Poste Italiane SpA(c) | 1,470,669 |
| 42,685 | Prysmian SpA | 3,022,073 |
| 6,729 | Rheinmetall AG | 14,250,036 |
| 15,330 | ROCKWOOL A/S Class B | 718,552 |
| 1,269,944 | Rolls-Royce Holdings PLC | 16,826,592 |
| 47,961 | Saab AB Class B | 2,681,658 |
| 53,999 | Safran SA | 17,610,433 |
| 161,429 | Sandvik AB | 3,706,791 |
| 3,924 | Sartorius AG | 999,437 |
| 6,087 | Schindler Holding AG(a) | 2,266,617 |
| 3,679 | Schindler Holding AG | 1,336,533 |
| 81,968 | Schneider Electric SE | 22,007,234 |
| 12,100 | SCREEN Holdings Co Ltd | 983,868 |
| 47,900 | SG Holdings Co Ltd | 533,510 |
| 35,400 | Shimadzu Corp | 875,194 |
| 114,082 | Siemens AG | 29,302,983 |
| 101,824 | Siemens Energy AG(a) | 11,901,318 |
| 46,822 | SIG Group AG | 866,069 |
| 23,130 | Sika AG | 6,293,302 |
| 240,600 | Singapore Technologies Engineering Ltd | 1,475,284 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Industrial - (continued) | ||
| $ 196,574 | SITC International Holdings Co Ltd | $ 629,792 |
| 48,882 | Skanska AB Class B | 1,138,687 |
| 58,531 | SKF AB Class B | 1,344,475 |
| 8,600 | SMC Corp | 3,081,917 |
| 51,591 | Smiths Group PLC | 1,589,869 |
| 11,053 | Spirax Group PLC | 903,067 |
| 87,160 | Stora Enso OYJ Class R(b) | 947,570 |
| 89,602 | Svenska Cellulosa AB SCA Class B | 1,165,074 |
| 24,200 | Taisei Corp(a) | 1,409,421 |
| 295,100 | TDK Corp | 3,444,571 |
| 212,500 | Techtronic Industries Co Ltd | 2,344,720 |
| 61,340 | Tenaris SA | 1,149,802 |
| 13,876 | Thales SA | 4,097,242 |
| 42,046 | Tokyo Metro Co Ltd(b) | 489,276 |
| 71,000 | Tokyu Corp | 844,625 |
| 30,122 | Trelleborg AB Class B | 1,122,078 |
| 4,042 | VAT Group AG(c) | 1,712,725 |
| 74,234 | Vinci SA | 10,947,349 |
| 72,945 | Wartsila OYJ Abp | 1,724,014 |
| 65,700 | West Japan Railway Co | 1,501,972 |
| 358,600 | Yangzijiang Shipbuilding Holdings Ltd(a) | 625,793 |
| 33,600 | Yokogawa Electric Corp | 897,586 |
| 455,021,219 | ||
| Technology - 7.04% | ||
| 115,300 | Advantest Corp | 8,547,309 |
| 7,032 | ASM International NV | 4,510,884 |
| 59,122 | ASML Holding NV | 47,376,773 |
| 12,172 | BE Semiconductor Industries NV | 1,820,369 |
| 140,100 | Canon Inc(b) | 4,063,423 |
| 52,800 | Capcom Co Ltd | 1,803,199 |
| 23,952 | Capgemini SE | 4,101,466 |
| 13,175 | Check Point Software Technologies Ltd(a) | 2,914,969 |
| 7,180 | CyberArk Software Ltd(a) | 2,921,398 |
| 100,205 | Dassault Systemes SE | 3,631,603 |
| 13,900 | Disco Corp | 4,117,784 |
| 260,500 | Fujitsu Ltd | 6,319,569 |
| 194,603 | Infineon Technologies AG | 8,304,132 |
| 15,100 | Konami Group Corp | 2,387,336 |
| 12,100 | Lasertec Corp(b) | 1,622,134 |
| 22,769 | Logitech International SA(a) | 2,064,795 |
| 6,451 | Monday.com Ltd(a) | 2,028,710 |
| 184,000 | NEC Corp | 5,368,210 |
| 8,357 | Nemetschek SE | 1,211,709 |
| 48,200 | Nexon Co Ltd(b) | 970,825 |
| 9,070 | Nice Ltd(a) | 1,537,485 |
| 57,369 | Nomura Research Institute Ltd | 2,294,612 |
| 42,200 | NTT Data Group Corp | 1,168,127 |
| 48,400 | Obic Co Ltd | 1,882,037 |
| 5,700 | Oracle Corp Japan | 679,387 |
| 34,200 | Otsuka Corp | 696,702 |
| 8,516 | Pro Medicus Ltd | 1,593,640 |
| Shares | Fair Value | |
| Technology - (continued) | ||
| $ 253,500 | Renesas Electronics Corp | $ 3,136,158 |
| 83,800 | Ricoh Co Ltd | 790,854 |
| 150,444 | Sage Group PLC | 2,582,505 |
| 156,810 | SAP SE | 47,949,418 |
| 21,400 | SCSK Corp | 644,732 |
| 102,026 | STMicroelectronics NV(a) | 3,128,330 |
| 8,564 | Teleperformance SE(a) | 831,801 |
| 8,441 | Temenos AG | 606,360 |
| 32,500 | TIS Inc | 1,089,064 |
| 67,200 | Tokyo Electron Ltd | 12,869,435 |
| 28,999 | WiseTech Global Ltd | 2,079,689 |
| 21,726 | Xero Ltd(a) | 2,570,822 |
| 204,217,755 | ||
| Utilities - 3.27% | ||
| 3,443 | BKW AG | 754,877 |
| 776,767 | Centrica PLC | 1,722,932 |
| 102,200 | Chubu Electric Power Co Inc | 1,264,667 |
| 246,000 | CLP Holdings Ltd | 2,077,657 |
| 133,474 | Contact Energy Ltd | 732,486 |
| 336,170 | E.ON SE | 6,194,165 |
| 48,136 | EDP Renovaveis SA | 538,629 |
| 471,439 | EDP SA | 2,048,068 |
| 7,014 | Elia Group SA | 810,080 |
| 46,934 | Endesa SA(b) | 1,486,642 |
| 1,227,401 | Enel SpA | 11,648,935 |
| 276,485 | Engie SA | 6,498,191 |
| 61,303 | Fortum OYJ(a)(b) | 1,149,545 |
| 1,725,229 | Hong Kong & China Gas Co Ltd | 1,450,556 |
| 853,748 | Iberdrola SA | 16,424,470 |
| 140,500 | Kansai Electric Power Co Inc | 1,666,305 |
| 190,448 | Meridian Energy Ltd | 684,919 |
| 737,223 | National Grid PLC | 10,816,319 |
| 252,884 | Origin Energy Ltd | 1,797,484 |
| 24,443 | Orsted A/S(a)(c) | 1,052,971 |
| 54,400 | Osaka Gas Co Ltd | 1,395,356 |
| 207,000 | Power Assets Holdings Ltd | 1,330,921 |
| 60,763 | Redeia Corp SA(a) | 1,300,194 |
| 94,671 | RWE AG | 3,956,142 |
| 133,800 | Sembcorp Industries Ltd | 720,793 |
| 42,039 | Severn Trent PLC | 1,578,915 |
| 309,372 | Snam SpA | 1,872,848 |
| 162,955 | SSE PLC | 4,102,097 |
| 207,303 | Terna - Rete Elettrica Nazionale(b) | 2,131,281 |
| 100,447 | United Utilities Group PLC | 1,576,600 |
| 93,691 | Veolia Environnement SA | 3,344,954 |
| 10,010 | Verbund AG(b) | 769,035 |
| 94,899,034 | ||
|
TOTAL COMMON STOCK - 97.24% (Cost $2,200,932,540) |
$2,821,982,948 | |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| PREFERRED STOCK | ||
| Consumer, Cyclical - 0.14% | ||
| $ 7,888 | Bayerische Motoren Werke AG | $ 655,068 |
| 30,954 | Volkswagen AG | 3,272,264 |
| 3,927,332 | ||
| Consumer, Non-Cyclical - 0.07% | ||
| 25,910 | Henkel AG & Co KGaA | 2,036,106 |
|
TOTAL PREFERRED STOCK - 0.21% (Cost $7,262,183) |
$5,963,438 | |
| RIGHTS | ||
| Industrial - 0.00%(e) | ||
| 13,981 | ACS Actividades de Construccion y Servicios SA(a)(d) | 20,588 |
| Utilities - 0.01% | ||
| 907,090 | Iberdrola SA(a) | 242,530 |
|
TOTAL RIGHTS - 0.01% (Cost $179,192) |
$263,118 | |
| GOVERNMENT MONEY MARKET MUTUAL FUNDS | ||
| 75,519,985 | Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(f), 4.25%(g) | 75,519,985 |
|
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS - 2.60% (Cost $75,519,985) |
$75,519,985 | |
| Principal Amount | Fair Value | |
| SHORT TERM INVESTMENTS | ||
| U.S. Treasury Bonds and Notes - 0.34% | ||
| 9,877,800 |
U.S. Treasury Bills(h) 4.34%, 08/14/2025 |
$ 9,825,691 |
|
TOTAL SHORT TERM INVESTMENTS - 0.34% (Cost $9,825,691) |
$9,825,691 | |
|
TOTAL INVESTMENTS - 100.40% (Cost $2,293,719,591) |
$2,913,555,180 | |
| OTHER ASSETS & LIABILITIES, NET - (0.40)% | $(11,626,969) | |
| TOTAL NET ASSETS - 100.00% | $2,901,928,211 | |
| (a) | Non-income producing security. |
| (b) | All or a portion of the security is on loan as of June 30, 2025. |
| (c) | Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2025, the aggregate fair value of 144A securities was $33,766,639, representing 1.16% of net assets. |
| (d) | Security is fair valued using significant unobservable inputs. |
| (e) | Represents less than 0.005% of net assets. |
| (f) | Collateral received for securities on loan. |
| (g) | Rate shown is the 7-day yield as of June 30, 2025. |
| (h) | Zero coupon bond; the interest rate shown is the effective yield on date of purchase. |
| ADR | American Depositary Receipt |
| REIT | Real Estate Investment Trust |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| As of June 30, 2025, the Fund held the following outstanding exchange traded futures contracts: | |||||
| Description |
Number of Contracts |
Notional Amount (000) |
Expiration Date |
Fair Value and Net Unrealized Appreciation |
|
| Long | |||||
| MSCI EAFE Index Futures | 597 | USD | 80,049 | Sep 2025 | $1,555,720 |
| Net Appreciation | $1,555,720 | ||||
| As of June 30, 2025 the Fund held the following over-the-counter ("OTC") forward foreign currency contracts: | ||||||
| Counterparty |
Currency Purchased |
Quantity of Currency Purchased |
Currency Sold |
Quantity of Currency Sold |
Settlement Date |
Net Unrealized Appreciation/ (Depreciation) |
| CGM | USD | 259,295 | EUR | 225,453 | 07/01/2025 | $(6,278) |
| CGM | USD | 166,095 | EUR | 141,659 | 07/03/2025 | (808) |
| CGM | USD | 40,132 | EUR | 34,769 | 07/07/2025 | (844) |
| CGM | USD | 3,683 | GBP | 2,725 | 07/11/2025 | (58) |
| CGM | USD | 103,396 | GBP | 76,846 | 07/25/2025 | (2,092) |
| CGM | USD | 49,627 | GBP | 36,916 | 08/01/2025 | (1,050) |
| CGM | USD | 74,545 | HKD | 582,711 | 08/01/2025 | 49 |
| CGM | USD | 18,882 | NOK | 187,804 | 07/02/2025 | 249 |
| CGM | USD | 12,236 | NZD | 20,480 | 07/07/2025 | (251) |
| MEL | USD | 221,797 | AUD | 346,822 | 07/01/2025 | (6,463) |
| MEL | USD | 329,505 | AUD | 513,895 | 07/02/2025 | (8,726) |
| MEL | USD | 85,728 | AUD | 130,993 | 08/22/2025 | (568) |
| MEL | USD | 25,660 | AUD | 39,205 | 08/26/2025 | (170) |
| MEL | USD | 34,507 | AUD | 52,719 | 08/29/2025 | (228) |
| MEL | USD | 30,194 | AUD | 46,116 | 09/10/2025 | (199) |
| MEL | USD | 4,405,728 | CHF | 3,733,000 | 07/10/2025 | (305,566) |
| MEL | USD | 38,186 | EUR | 32,621 | 07/01/2025 | (240) |
| MEL | USD | 4,087,608 | EUR | 3,722,000 | 07/10/2025 | (299,793) |
| MEL | USD | 36,299 | GBP | 27,063 | 07/02/2025 | (849) |
| MEL | USD | 47,139 | GBP | 35,015 | 07/07/2025 | (925) |
| MEL | USD | 132,560 | GBP | 99,303 | 07/10/2025 | (3,751) |
| MEL | USD | 35,285 | GBP | 26,119 | 07/11/2025 | (568) |
| MEL | USD | 41,476 | GBP | 30,701 | 07/15/2025 | (667) |
| MEL | USD | 333,045 | GBP | 246,669 | 07/17/2025 | (5,559) |
| MEL | USD | 243,903 | GBP | 179,278 | 08/01/2025 | (2,204) |
| MEL | USD | 100,035 | HKD | 783,997 | 07/17/2025 | (31) |
| MEL | USD | 7,336 | JPY | 1,049,070 | 08/06/2025 | 18 |
| MEL | USD | 66,400 | JPY | 9,526,800 | 08/26/2025 | (205) |
| MEL | USD | 74,968 | JPY | 10,752,500 | 08/29/2025 | (230) |
| MEL | USD | 229,256 | JPY | 32,866,355 | 09/02/2025 | (700) |
| MEL | USD | 31,298 | JPY | 4,486,469 | 09/03/2025 | (96) |
| MEL | USD | 103,372 | JPY | 14,816,265 | 09/04/2025 | (316) |
| MEL | USD | 47,468 | JPY | 6,802,805 | 09/05/2025 | (145) |
| MEL | USD | 42,436 | JPY | 6,079,540 | 09/08/2025 | (130) |
| MEL | USD | 3,516 | JPY | 503,625 | 09/09/2025 | (11) |
| MEL | USD | 7,013 | JPY | 1,004,360 | 09/11/2025 | (21) |
| MEL | USD | 16,635 | JPY | 2,382,231 | 09/12/2025 | (51) |
| MEL | USD | 15,250 | JPY | 2,182,800 | 09/16/2025 | (46) |
| MEL | USD | 4,297 | JPY | 614,550 | 09/24/2025 | (13) |
| MEL | USD | 12,448 | JPY | 1,779,305 | 09/29/2025 | (39) |
| MEL | USD | 8,534 | JPY | 1,219,750 | 09/30/2025 | (26) |
| MEL | USD | 8,840 | NZD | 14,587 | 07/02/2025 | (53) |
| Net Depreciation | $(649,654) | |||||
| Abbreviations | ||
| CGM | Citigroup Global Markets | |
| MEL | Mellon Capital | |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Currency Abbreviations | ||
| AUD | Australian Dollar | |
| CHF | Swiss Franc | |
| EUR | Euro Dollar | |
| GBP | British Pound | |
| HKD | Hong Kong Dollar | |
| JPY | Japanese Yen | |
| NOK | Norwegian Krone | |
| NZD | New Zealand Dollar | |
| USD | U.S. Dollar | |
Summary of Investments by Country as of June 30, 2025.
| Country | Fair Value |
Percentage of Fund Investments |
|
| Japan | $614,412,699 | 21.09% | |
| United Kingdom | 395,218,283 | 13.57 | |
| France | 306,336,074 | 10.51 | |
| Germany | 293,347,912 | 10.07 | |
| Switzerland | 280,886,246 | 9.64 | |
| Australia | 191,091,911 | 6.56 | |
| Netherlands | 139,188,569 | 4.78 | |
| Sweden | 103,416,392 | 3.55 | |
| Spain | 89,940,387 | 3.09 | |
| United States | 89,235,386 | 3.06 | |
| Italy | 84,450,187 | 2.90 | |
| Denmark | 64,768,542 | 2.22 | |
| Hong Kong | 60,925,043 | 2.09 | |
| Singapore | 48,217,159 | 1.66 | |
| Finland | 30,053,184 | 1.03 | |
| Israel | 27,775,758 | 0.95 | |
| Ireland | 25,982,288 | 0.89 | |
| Belgium | 23,823,654 | 0.82 | |
| Norway | 17,876,709 | 0.61 | |
| New Zealand | 7,958,859 | 0.27 | |
| Austria | 5,966,581 | 0.21 | |
| Luxembourg | 5,281,816 | 0.18 | |
| Portugal | 4,147,225 | 0.14 | |
| Chile | 1,423,028 | 0.05 | |
| Macau | 666,575 | 0.02 | |
| China | 625,793 | 0.02 | |
| Poland | 538,427 | 0.02 | |
| United Arab Emirates | 493 | 0.00 | |
| Total | $2,913,555,180 | 100.00% |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| COMMON STOCK | ||
| Basic Materials - 7.07% | ||
| $ 74,685 | Agnico Eagle Mines Ltd | $ 8,898,018 |
| 121,900 | BHP Group Ltd | 2,932,622 |
| 42,600 | Boliden AB(a) | 1,331,227 |
| 38,392 | Croda International PLC | 1,540,831 |
| 133,570 | Franco-Nevada Corp | 21,929,315 |
| 1,634,509 | Glencore PLC | 6,367,955 |
| 242,600 | ICL Group Ltd | 1,665,515 |
| 16,900 | Johnson Matthey PLC | 402,733 |
| 75,800 | Kaneka Corp(b) | 2,091,378 |
| 1,035,500 | Kingboard Holdings Ltd | 3,317,350 |
| 347,200 | Mitsubishi Chemical Group Corp | 1,824,892 |
| 178,300 | Mitsubishi Gas Chemical Co Inc | 2,737,729 |
| 75,100 | Mitsui Chemicals Inc | 1,736,366 |
| 95,400 | Nippon Soda Co Ltd | 2,008,705 |
| 209,500 | Nitto Denko Corp | 4,045,753 |
| 164,001 | Northern Star Resources Ltd | 2,025,763 |
| 19,642 | Novonesis Novozymes B(a) | 1,410,234 |
| 1,385,700 | Perseus Mining Ltd | 3,147,188 |
| 86,000 | Rio Tinto Ltd | 6,087,965 |
| 41,825 | Symrise AG | 4,385,966 |
| 150,100 | Tokuyama Corp | 3,136,572 |
| 116,775 | Wheaton Precious Metals Corp | 10,501,389 |
| 58,600 | Yara International ASA | 2,162,497 |
| 95,687,963 | ||
| Communications - 2.38% | ||
| 1,222,600 | Airtel Africa PLC(c) | 3,026,007 |
| 2,057,600 | BT Group PLC(b) | 5,477,390 |
| 337,000 | M3 Inc | 4,629,271 |
| 795,200 | Nokia OYJ(a) | 4,126,009 |
| 1,726,600 | NTT Inc | 1,845,926 |
| 192,200 | Orange SA | 2,926,866 |
| 51,600 | Prosus NV | 2,895,104 |
| 304,500 | Telefonaktiebolaget LM Ericsson Class B | 2,602,051 |
| 298,600 | Television Francaise 1 SA | 3,102,004 |
| 9,800 | United Internet AG | 273,309 |
| 1,229,200 | Vodafone Group PLC | 1,315,458 |
| 32,219,395 | ||
| Consumer, Cyclical - 11.70% | ||
| 120,136 | Amadeus IT Group SA | 10,149,484 |
| 121,685 | Associated British Foods PLC | 3,436,451 |
| 76,000 | Avolta AG | 4,139,803 |
| 44,700 | Bayerische Motoren Werke AG | 3,980,965 |
| 204,400 | Betsson AB Class B | 4,327,759 |
| 16,487 | Cie Financiere Richemont SA(a) | 3,119,882 |
| 67,700 | Cie Generale des Etablissements Michelin SCA | 2,518,056 |
| 360,400 | Citizen Watch Co Ltd | 2,136,046 |
| Shares | Fair Value | |
| Consumer, Cyclical - (continued) | ||
| $ 357,000 | CK Hutchison Holdings Ltd | $ 2,198,292 |
| 95,500 | Daimler Truck Holding AG | 4,530,912 |
| 56,300 | Daiwa House Industry Co Ltd | 1,934,626 |
| 111,800 | Daiwabo Holdings Co Ltd | 2,009,590 |
| 175,200 | Deutsche Lufthansa AG | 1,487,389 |
| 364,500 | Harvey Norman Holdings Ltd | 1,264,615 |
| 495,900 | Honda Motor Co Ltd | 4,781,891 |
| 44,000 | HUGO BOSS AG | 2,038,832 |
| 440,100 | International Consolidated Airlines Group SA | 1,771,083 |
| 227,300 | Isuzu Motors Ltd | 2,879,423 |
| 158,700 | Iveco Group NV | 3,125,328 |
| 185,000 | Jardine Cycle & Carriage Ltd | 3,548,610 |
| 984,300 | Kingfisher PLC | 3,929,534 |
| 73,400 | Kohnan Shoji Co Ltd | 1,985,136 |
| 3,359 | LVMH Moet Hennessy Louis Vuitton SE | 1,758,038 |
| 112,400 | Marubeni Corp | 2,265,787 |
| 72,400 | Mercedes-Benz Group AG | 4,218,048 |
| 256,100 | Mitsui & Co Ltd | 5,219,312 |
| 140,500 | NGK Insulators Ltd | 1,763,500 |
| 181,700 | Okamura Corp | 2,797,837 |
| 415,400 | Pets at Home Group PLC | 1,494,330 |
| 603,400 | Pirelli & C SpA(b)(c) | 4,159,294 |
| 700,800 | Qantas Airways Ltd | 4,950,854 |
| 65,700 | Rexel SA(a) | 2,026,370 |
| 99,600 | Ryanair Holdings PLC | 2,825,231 |
| 130,818 | Ryanair Holdings PLC Sponsored ADR | 7,544,274 |
| 215,300 | Sankyo Co Ltd | 3,984,943 |
| 423,994 | Schaeffler AG(a)(b) | 2,274,121 |
| 117,500 | Sojitz Corp | 2,887,391 |
| 80,800 | Stanley Electric Co Ltd | 1,598,129 |
| 166,012 | Stellantis NV | 1,667,765 |
| 129,400 | Subaru Corp | 2,243,329 |
| 104,600 | Sumitomo Corp | 2,699,383 |
| 230,700 | Sumitomo Forestry Co Ltd(b) | 2,329,685 |
| 202,900 | Super Retail Group Ltd | 1,902,107 |
| 112,500 | Tokmanni Group Corp(b) | 1,399,012 |
| 153,500 | Toyota Boshoku Corp | 2,092,633 |
| 257,900 | Toyota Motor Corp | 4,441,809 |
| 57,500 | Traton SE | 1,870,317 |
| 279,300 | Volvo AB Class B(b) | 7,858,837 |
| 303,600 | Yamaha Motor Co Ltd(b) | 2,271,862 |
| 106,600 | Yokohama Rubber Co Ltd(b) | 2,931,115 |
| 1,030,400 | Yue Yuen Industrial Holdings Ltd | 1,580,723 |
| 158,349,743 | ||
| Consumer, Non-Cyclical - 19.31% | ||
| 27,800 | Adecco Group AG(a) | 828,383 |
| 64,335 | Agilent Technologies Inc | 7,592,173 |
| 52,348 | Alcon AG | 4,642,377 |
| 52,700 | Arcs Co Ltd | 1,091,838 |
| 70,700 | Bayer AG | 2,130,006 |
| 39,273 | Beiersdorf AG | 4,936,551 |
| 41,100 | British American Tobacco PLC | 1,953,586 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Consumer, Non-Cyclical - (continued) | ||
| $ 14,020 | Carlsberg AS Class B | $ 1,986,401 |
| 212,700 | Carrefour SA | 3,000,404 |
| 158 | Chocoladefabriken Lindt & Spruengli AG(b) | 2,662,869 |
| 65,100 | Coca-Cola HBC AG | 3,399,197 |
| 32,000 | Colruyt Group NV | 1,384,794 |
| 294,804 | Diageo PLC | 7,431,754 |
| 34,141 | EssilorLuxottica SA(a) | 9,374,892 |
| 193,137 | Experian PLC | 9,956,668 |
| 73,700 | Ezaki Glico Co Ltd(b) | 2,357,616 |
| 42,800 | Fresenius SE & Co KGaA | 2,153,821 |
| 76,700 | Greencore Group PLC | 245,307 |
| 416,600 | GSK PLC | 7,940,211 |
| 2,558,549 | Haleon PLC | 13,146,447 |
| 177,500 | Imperial Brands PLC(a) | 7,010,596 |
| 1,028,800 | Inghams Group Ltd | 2,403,934 |
| 39,954 | Intertek Group PLC | 2,601,441 |
| 15,600 | Ipsen SA(a) | 1,858,243 |
| 634,700 | J Sainsbury PLC | 2,524,269 |
| 365,821 | Kenvue Inc | 7,656,634 |
| 192,800 | Koninklijke Ahold Delhaize NV(a) | 8,052,595 |
| 13,300 | Kose Corp(b) | 522,009 |
| 52,500 | Lion Corp(b) | 542,824 |
| 103,300 | Megmilk Snow Brand Co Ltd | 1,957,142 |
| 288,200 | Metcash Ltd | 741,806 |
| 1,421,600 | Mitie Group PLC | 2,755,567 |
| 87,100 | Mowi ASA(a) | 1,682,199 |
| 80,400 | Nippon Shinyaku Co Ltd | 1,754,587 |
| 150,900 | Novartis AG(a) | 18,315,806 |
| 219,300 | Olympus Corp | 2,604,916 |
| 218,400 | Ono Pharmaceutical Co Ltd | 2,366,970 |
| 62,880 | Pernod Ricard SA | 6,272,383 |
| 87,496 | Reckitt Benckiser Group PLC(a) | 5,959,620 |
| 56,309 | Roche Holding AG(a) | 18,380,377 |
| 299,200 | Rohto Pharmaceutical Co Ltd | 4,240,371 |
| 190,819 | Sandoz Group AG | 10,457,526 |
| 63,800 | Sanofi SA | 6,176,733 |
| 159,100 | Santen Pharmaceutical Co Ltd | 1,825,742 |
| 124,000 | Scandinavian Tobacco Group A/S(c) | 1,645,722 |
| 172,700 | Securitas AB Class B(a)(b) | 2,585,722 |
| 181,600 | Shionogi & Co Ltd | 3,269,214 |
| 435,076 | Smith & Nephew PLC | 6,659,847 |
| 27,900 | Societe BIC SA | 1,737,555 |
| 1,981,700 | Sonae SGPS SA | 2,819,895 |
| 1,143,600 | Tesco PLC | 6,303,675 |
| 132,842 | Teva Pharmaceutical Industries Ltd(a)(b) | 2,234,957 |
| 130,800 | Toyo Suisan Kaisha Ltd | 8,693,899 |
| 1,268,000 | United Laboratories International Holdings Ltd | 2,431,016 |
| 12,260 | Waters Corp(a) | 4,279,230 |
| 5,235,500 | WH Group Ltd(c) | 5,045,934 |
| 40,624 | Wolters Kluwer NV | 6,793,901 |
| 261,380,152 | ||
| Shares | Fair Value | |
| Energy - 5.22% | ||
| $ 226,147 | Aker BP ASA | $ 5,779,052 |
| 445,100 | BP PLC | 2,217,311 |
| 163,700 | Eni SpA | 2,644,437 |
| 135,000 | Equinor ASA | 3,409,297 |
| 180,048 | Galp Energia SGPS SA | 3,295,941 |
| 692,100 | New Hope Corp Ltd | 1,685,411 |
| 32,000 | OMV AG | 1,740,202 |
| 229,045 | Petroleo Brasileiro SA Sponsored ADR | 2,643,179 |
| 318,500 | Repsol SA(b) | 4,658,521 |
| 74,500 | Rubis SCA(b) | 2,408,851 |
| 296,100 | Shell PLC | 10,328,743 |
| 410,280 | TotalEnergies SE(a)(b) | 25,077,478 |
| 312,399 | Woodside Energy Group Ltd(b) | 4,825,601 |
| 70,714,024 | ||
| Financial - 27.20% | ||
| 65,100 | 3i Group PLC | 3,683,248 |
| 168,200 | ABN AMRO Bank NV(c) | 4,592,874 |
| 457,600 | Aegon Ltd | 3,316,106 |
| 3,260 | AerCap Holdings NV | 381,420 |
| 2,084,081 | AIB Group PLC(a) | 17,199,662 |
| 7,305 | Allianz SE | 2,964,623 |
| 41,800 | ASR Nederland NV | 2,777,433 |
| 265,900 | Aviva PLC | 2,259,874 |
| 140,600 | AXA SA | 6,904,189 |
| 281,800 | Banco Bilbao Vizcaya Argentaria SA | 4,339,245 |
| 799,200 | Banco Santander SA | 6,618,097 |
| 264,500 | Bank Leumi Le-Israel BM | 4,921,168 |
| 967,362 | Bank of Ireland Group PLC | 13,785,070 |
| 878,600 | Barclays PLC | 4,059,195 |
| 40,500 | BAWAG Group AG(c) | 5,179,211 |
| 68,200 | BNP Paribas SA | 6,117,674 |
| 372,502 | BPER Banca SpA(b) | 3,380,942 |
| 1,997,908 | CaixaBank SA | 17,311,544 |
| 589,600 | Chiba Bank Ltd | 5,448,923 |
| 133,900 | Commerzbank AG | 4,219,606 |
| 186,800 | Credit Agricole SA(b) | 3,533,946 |
| 370,580 | Dai-ichi Life Holdings Inc | 2,817,374 |
| 134,900 | Danske Bank A/S(a) | 5,509,831 |
| 74,970 | DBS Group Holdings Ltd | 2,646,597 |
| 316,400 | Deutsche Bank AG | 9,379,842 |
| 51,546 | Deutsche Boerse AG | 16,839,588 |
| 105,200 | DNB Bank ASA | 2,909,262 |
| 91,800 | EFG International AG | 1,701,376 |
| 82,400 | Eurocommercial Properties NV REIT | 2,605,900 |
| 63,801 | Euronext NV(c) | 10,931,823 |
| 299,500 | Gunma Bank Ltd | 2,513,936 |
| 898,600 | Helia Group Ltd | 3,331,274 |
| 218,198 | Hiscox Ltd | 3,763,215 |
| 196,800 | ING Groep NV | 4,313,414 |
| 237,900 | Japan Post Holdings Co Ltd | 2,203,482 |
| 92,610 | Julius Baer Group Ltd(a) | 6,282,185 |
| 12,344,722 | Lloyds Banking Group PLC | 12,977,276 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Financial - (continued) | ||
| $ 69,120 | London Stock Exchange Group PLC(a) | $ 10,103,825 |
| 413,500 | Mebuki Financial Group Inc | 2,157,739 |
| 116,300 | Mediobanca Banca di Credito Finanziario SpA(a)(b) | 2,706,420 |
| 301,900 | Mitsubishi HC Capital Inc | 2,222,807 |
| 137,200 | Mizuho Financial Group Inc | 3,808,662 |
| 9,400 | Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen | 6,103,762 |
| 390,780 | National Bank of Greece SA | 4,982,752 |
| 3,938,160 | NatWest Group PLC | 27,646,616 |
| 77,200 | NN Group NV | 5,136,834 |
| 392,400 | Nomura Holdings Inc | 2,585,799 |
| 179,900 | Nordea Bank Abp | 2,669,312 |
| 131,700 | ORIX Corp | 2,972,031 |
| 48,426 | Plus500 Ltd | 2,258,391 |
| 385,700 | QBE Insurance Group Ltd | 5,939,445 |
| 1,706,800 | Resona Holdings Inc | 15,763,700 |
| 13,121 | Samsung Fire & Marine Insurance Co Ltd | 4,207,084 |
| 99,100 | Societe Generale SA | 5,668,954 |
| 83,100 | Sumitomo Mitsui Financial Group Inc | 2,092,538 |
| 164,000 | Swedbank AB Class A | 4,343,758 |
| 48,400 | Swiss Re AG(a) | 8,372,576 |
| 38,100 | Sydbank AS | 2,826,007 |
| 519,089 | UBS Group AG(a) | 17,623,990 |
| 91,000 | United Overseas Bank Ltd | 2,575,638 |
| 21,600 | Vontobel Holding AG | 1,745,773 |
| 26,346 | Willis Towers Watson PLC(a) | 8,075,049 |
| 368,309,887 | ||
| Industrial - 15.53% | ||
| 217,000 | Amada Co Ltd | 2,368,121 |
| 30,400 | ANDRITZ AG(a) | 2,264,131 |
| 247,092 | Assa Abloy AB Class B | 7,724,997 |
| 54,300 | Bekaert SA | 2,246,529 |
| 23,200 | Bilfinger SE | 2,233,180 |
| 88,500 | Bouygues SA | 4,002,399 |
| 162,500 | Brother Industries Ltd | 2,803,189 |
| 111,523 | Cie de Saint-Gobain SA(a) | 13,101,229 |
| 93,196 | CRH PLC(a) | 8,555,393 |
| 39,080 | D/S Norden A/S | 1,240,419 |
| 54,100 | Deutsche Post AG | 2,505,912 |
| 25,700 | Dfds A/S(a) | 455,776 |
| 140,445 | Epiroc AB Class A | 3,056,063 |
| 915,400 | Firstgroup PLC | 2,895,022 |
| 34,042 | GEA Group AG | 2,386,354 |
| 13,000 | Heidelberg Materials AG | 3,061,467 |
| 33,079 | Hirose Electric Co Ltd | 3,992,569 |
| 111,300 | Hosiden Corp | 1,706,776 |
| 356,271 | IMI PLC | 10,241,929 |
| 38,300 | Kalmar OYJ Class B | 1,629,245 |
| 97,100 | Kamigumi Co Ltd | 2,698,237 |
| 48,304 | Knorr-Bremse AG | 4,685,355 |
| 99,400 | Komatsu Ltd | 3,279,558 |
| Shares | Fair Value | |
| Industrial - (continued) | ||
| $ 38,400 | Koninklijke Heijmans N.V | $ 2,487,347 |
| 13,800 | Krones AG | 2,278,011 |
| 143,938 | Legrand SA | 19,291,855 |
| 36,400 | Leonardo SpA(a) | 2,053,944 |
| 82,400 | Logista Integral SA | 2,698,361 |
| 119,700 | Macnica Holdings Inc | 1,605,908 |
| 606,300 | Mitsubishi Electric Corp | 13,040,891 |
| 87,900 | Nippon Yusen KK | 3,162,199 |
| 227,900 | QinetiQ Group PLC | 1,611,001 |
| 266,700 | Rengo Co Ltd | 1,445,502 |
| 40,000 | ROCKWOOL A/S Class B | 1,874,892 |
| 32,200 | Sankyu Inc(b) | 1,727,156 |
| 11,411 | Schindler Holding AG(a) | 4,249,116 |
| 71,019 | Schneider Electric SE | 19,067,584 |
| 29,600 | SCREEN Holdings Co Ltd | 2,406,818 |
| 281,100 | Shimadzu Corp | 6,949,636 |
| 92,300 | Signify NV(c) | 2,506,182 |
| 12,458 | Sika AG | 3,389,622 |
| 136,100 | SKF AB Class B | 3,126,258 |
| 29,548 | Spirax Group PLC | 2,414,170 |
| 82,200 | Sumitomo Heavy Industries Ltd(b) | 1,685,155 |
| 218,543 | Svenska Cellulosa AB SCA Class B(b) | 2,841,663 |
| 97,600 | Taisei Corp(a) | 5,684,277 |
| 41,500 | Takeuchi Manufacturing Co Ltd | 1,346,742 |
| 192,780 | Tenaris SA | 3,613,611 |
| 46,900 | TKH Group NV | 2,148,816 |
| 105,300 | Toyo Seikan Group Holdings Ltd | 2,061,269 |
| 205,600 | Tsubakimoto Chain Co | 2,559,894 |
| 48,100 | Wienerberger AG | 1,797,599 |
| 210,259,329 | ||
| Technology - 7.42% | ||
| 5,609 | ASML Holding NV | 4,494,711 |
| 13,175 | Cadence Design Systems Inc(a) | 4,059,876 |
| 77,200 | Canon Inc(b) | 2,239,088 |
| 43,496 | Capgemini SE | 7,448,120 |
| 75,200 | Computacenter PLC | 2,476,504 |
| 212,254 | Dassault Systemes SE | 7,692,453 |
| 153,100 | Ferrotec Corp(b) | 3,229,890 |
| 86,400 | Indra Sistemas SA(b) | 3,748,592 |
| 18,267 | Nice Ltd Sponsored ADR(a) | 3,085,479 |
| 107,971 | Nomura Research Institute Ltd | 4,318,561 |
| 2,174,000 | PAX Global Technology Ltd | 1,675,514 |
| 245,838 | Samsung Electronics Co Ltd | 10,871,351 |
| 50,590 | SAP SE | 15,469,428 |
| 151,900 | Seiko Epson Corp | 1,996,367 |
| 6,100 | Sopra Steria Group | 1,487,272 |
| 66,200 | STMicroelectronics NV(a) | 2,029,830 |
| 98,501 | Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR | 22,309,492 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
| Shares | Fair Value | |
| Technology - (continued) | ||
| $ 161,000 | TeamViewer SE(a) | $ 1,816,954 |
| 100,449,482 | ||
| Utilities - 1.38% | ||
| 1,171,400 | A2A SpA | 3,155,196 |
| 470,100 | AGL Energy Ltd | 3,014,491 |
| 421,000 | Drax Group PLC | 4,009,576 |
| 131,300 | Endesa SA(b) | 4,158,950 |
| 182,800 | Engie SA | 4,296,325 |
| 18,634,538 | ||
|
TOTAL COMMON STOCK - 97.21% (Cost $1,027,852,919) |
$1,316,004,513 | |
| PREFERRED STOCK | ||
| Consumer, Cyclical - 0.22% | ||
| 28,400 | Volkswagen AG | 3,002,271 |
|
TOTAL PREFERRED STOCK - 0.22% (Cost $5,694,810) |
$3,002,271 | |
| Shares | Fair Value | |
| GOVERNMENT MONEY MARKET MUTUAL FUNDS | ||
| 46,382,076 | Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(d), 4.25%(e) | $ 46,382,076 |
|
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS - 3.43% (Cost $46,382,076) |
$46,382,076 | |
|
TOTAL INVESTMENTS - 100.86% (Cost $1,079,929,805) |
$1,365,388,860 | |
| OTHER ASSETS & LIABILITIES, NET - (0.86)% | $(11,628,501) | |
| TOTAL NET ASSETS - 100.00% | $1,353,760,359 | |
| (a) | Non-income producing security. |
| (b) | All or a portion of the security is on loan as of June 30, 2025. |
| (c) | Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2025, the aggregate fair value of 144A securities was $37,087,047, representing 2.74% of net assets. |
| (d) | Collateral received for securities on loan. |
| (e) | Rate shown is the 7-day yield as of June 30, 2025. |
| ADR | American Depositary Receipt |
| REIT | Real Estate Investment Trust |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2025 (Unaudited)
Summary of Investments by Country as of June 30, 2025.
| Country | Fair Value |
Percentage of Fund Investments |
|
| Japan | $227,431,941 | 16.66% | |
| United Kingdom | 191,680,167 | 14.04 | |
| France | 166,849,875 | 12.22 | |
| Switzerland | 117,708,645 | 8.62 | |
| Germany | 111,226,590 | 8.15 | |
| United States | 78,525,382 | 5.75 | |
| Netherlands | 64,720,805 | 4.74 | |
| Spain | 53,682,793 | 3.93 | |
| Ireland | 51,937,633 | 3.80 | |
| Australia | 44,253,076 | 3.24 | |
| Canada | 41,328,722 | 3.03 | |
| Sweden | 39,798,334 | 2.92 | |
| Taiwan | 22,309,492 | 1.63 | |
| Italy | 21,225,562 | 1.55 | |
| Denmark | 16,949,282 | 1.24 | |
| Hong Kong | 16,248,829 | 1.19 | |
| Norway | 15,942,307 | 1.17 | |
| South Korea | 15,078,435 | 1.10 | |
| Israel | 14,165,510 | 1.04 | |
| Austria | 10,981,142 | 0.80 | |
| Finland | 9,823,578 | 0.72 | |
| Singapore | 8,770,845 | 0.64 | |
| Portugal | 6,115,836 | 0.45 | |
| Greece | 4,982,752 | 0.37 | |
| Bermuda | 3,763,215 | 0.28 | |
| Belgium | 3,631,322 | 0.27 | |
| Luxembourg | 3,613,611 | 0.26 | |
| Brazil | 2,643,179 | 0.19 | |
| Total | $1,365,388,860 | 100.00% |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Assets and Liabilities
As of June 30, 2025 (Unaudited)
|
Empower Emerging Markets Equity Fund |
Empower International Growth Fund |
Empower International Index Fund |
|||
| ASSETS: | |||||
| Investments in securities, fair value(a)(b) | $1,492,437,950 | $585,869,120 | $2,913,555,180 | ||
| Cash | 15,904,123 | 9,730,292 | 44,752,238 | ||
| Cash denominated in foreign currencies, fair value(c) | 936,376 | - | 3,760,229 | ||
| Cash pledged on futures contracts | - | - | 5,742,140 | ||
| Dividends receivable | 4,865,290 | 2,282,392 | 12,077,480 | ||
| Subscriptions receivable | 1,541,505 | 851,882 | 3,509,911 | ||
| Receivable for investments sold | 1,135,821 | 13 | - | ||
| Unrealized appreciation on forward foreign currency contracts | - | - | 316 | ||
| Total Assets | 1,516,821,065 | 598,733,699 | 2,983,397,494 | ||
| LIABILITIES: | |||||
| Payable for director fees | 21,666 | 21,666 | 21,665 | ||
| Payable for investments purchased | 2,061,635 | 21,451 | - | ||
| Payable for other accrued fees | 389,575 | 108,244 | 308,523 | ||
| Payable for shareholder services fees | 300,384 | 6,044 | 609,387 | ||
| Payable to investment adviser | 1,055,101 | 385,911 | 491,272 | ||
| Payable to custodian | - | 262,536 | - | ||
| Payable upon return of securities loaned | 11,163,435 | 11,145,921 | 75,519,985 | ||
| Redemptions payable | 1,328,844 | 161,430 | 3,787,691 | ||
| Unrealized depreciation on forward foreign currency contracts | - | - | 649,970 | ||
| Variation margin on futures contracts | - | - | 80,790 | ||
| Total Liabilities | 16,320,640 | 12,113,203 | 81,469,283 | ||
| NET ASSETS | $1,500,500,425 | $586,620,496 | $2,901,928,211 | ||
| NET ASSETS REPRESENTED BY: | |||||
| Capital stock, $0.10 par value | $14,286,848 | $5,700,177 | $20,511,920 | ||
| Paid-in capital in excess of par | 1,300,025,355 | 464,299,170 | 2,207,731,039 | ||
| Undistributed/accumulated earnings | 186,188,222 | 116,621,149 | 673,685,252 | ||
| NET ASSETS | $1,500,500,425 | $586,620,496 | $2,901,928,211 | ||
| NET ASSETS BY CLASS | |||||
| Investor Class | $1,039,690,136 | $20,603,247 | $2,093,849,952 | ||
| Institutional Class | $460,810,289 | $566,017,249 | $808,078,259 | ||
| CAPITAL STOCK: | |||||
| Authorized | |||||
| Investor Class | 235,000,000 | 20,000,000 | 385,000,000 | ||
| Institutional Class | 230,000,000 | 250,000,000 | 350,000,000 | ||
| Issued and Outstanding | |||||
| Investor Class | 99,576,282 | 1,438,142 | 140,126,394 | ||
| Institutional Class | 43,292,202 | 55,563,623 | 64,992,804 | ||
| NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE: | |||||
| Investor Class | $10.44 | $14.33 | $14.94 | ||
| Institutional Class | $10.64 | $10.19 | $12.43 | ||
| (a) Cost of investments | $1,205,051,685 | $501,718,171 | $2,293,719,591 | ||
| (b) Including fair value of securities on loan | $10,699,055 | $10,818,043 | $71,312,143 | ||
| (c) Cost of cash denominated in foreign currencies | $1,065,805 | $- | $3,704,517 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Assets and Liabilities
As of June 30, 2025 (Unaudited)
|
Empower International Value Fund |
|
| ASSETS: | |
| Investments in securities, fair value(a)(b) | $1,365,388,860 |
| Cash | 15,533,468 |
| Cash denominated in foreign currencies, fair value(c) | 10,418,163 |
| Dividends receivable | 7,831,216 |
| Subscriptions receivable | 1,847,926 |
| Receivable for investments sold | 2,095,195 |
| Total Assets | 1,403,114,828 |
| LIABILITIES: | |
| Payable for director fees | 21,666 |
| Payable for investments purchased | 807,330 |
| Payable for other accrued fees | 200,652 |
| Payable for shareholder services fees | 66,917 |
| Payable to investment adviser | 761,275 |
| Payable upon return of securities loaned | 46,382,076 |
| Redemptions payable | 1,114,553 |
| Total Liabilities | 49,354,469 |
| NET ASSETS | $1,353,760,359 |
| NET ASSETS REPRESENTED BY: | |
| Capital stock, $0.10 par value | $12,763,247 |
| Paid-in capital in excess of par | 971,864,873 |
| Undistributed/accumulated earnings | 369,132,239 |
| NET ASSETS | $1,353,760,359 |
| NET ASSETS BY CLASS | |
| Investor Class | $227,352,754 |
| Institutional Class | $1,126,407,605 |
| CAPITAL STOCK: | |
| Authorized | |
| Investor Class | 350,000,000 |
| Institutional Class | 560,000,000 |
| Issued and Outstanding | |
| Investor Class | 15,262,743 |
| Institutional Class | 112,369,728 |
| NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE: | |
| Investor Class | $14.90 |
| Institutional Class | $10.02 |
| (a) Cost of investments | $1,079,929,805 |
| (b) Including fair value of securities on loan | $42,920,506 |
| (c) Cost of cash denominated in foreign currencies | $10,231,525 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Operations
For the period ended June 30, 2025 (Unaudited)
|
Empower Emerging Markets Equity Fund |
Empower International Growth Fund |
Empower International Index Fund |
|||
| INVESTMENT INCOME: | |||||
| Interest | $91,907 | $45,650 | $1,271,074 | ||
| Income from securities lending (net of fees) | 48,064 | 14,670 | 174,772 | ||
| Dividends | 21,218,104 | 5,940,546 | 56,414,924 | ||
| Foreign withholding tax | (2,367,316) | (762,951) | (7,867,035) | ||
| Total Income | 18,990,759 | 5,237,915 | 49,993,735 | ||
| EXPENSES: | |||||
| Management fees | 6,287,641 | 2,247,028 | 2,725,287 | ||
| Shareholder services fees - Investor Class | 1,613,797 | 32,989 | 3,274,603 | ||
| Audit and tax fees | 52,033 | 29,571 | 36,101 | ||
| Custodian fees | 291,691 | 60,633 | 192,662 | ||
| Directors fees | 21,968 | 21,968 | 21,968 | ||
| Legal fees | 6,196 | 6,196 | 6,196 | ||
| Pricing fees | 17,887 | 1,370 | 18,520 | ||
| Registration fees | 60,988 | 22,114 | 135,796 | ||
| Shareholder report fees | 61,870 | 1,163 | 51,913 | ||
| Transfer agent fees | 4,995 | 5,103 | 5,828 | ||
| Other fees | 20,588 | 19,227 | 21,028 | ||
| Total Expenses | 8,439,654 | 2,447,362 | 6,489,902 | ||
| Less amount waived by investment adviser | 578,445 | 88,465 | - | ||
| Net Expenses | 7,861,209 | 2,358,897 | 6,489,902 | ||
| NET INVESTMENT INCOME | 11,129,550 | 2,879,018 | 43,503,833 | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS): | |||||
| Net realized gain on investments | 28,029,369 | 27,307,270 | 33,440,874 | ||
| Net realized gain on futures contracts | - | - | 9,857,675 | ||
| Net realized gain (loss) on foreign currency transactions | (7,320,824) | 6,280,834 | (5,724,487) | ||
| Net realized loss on forward foreign currency contracts | - | - | (240,399) | ||
| Net Realized Gain | 20,708,545 | 33,588,104 | 37,333,663 | ||
| Net change in unrealized appreciation on investments | 171,173,726 | 22,791,098 | 408,819,045 | ||
| Net change in unrealized appreciation on futures contracts | - | - | 2,793,391 | ||
| Net change in unrealized appreciation (depreciation) on foreign currency translations | (139,555) | 32,561 | 156,148 | ||
| Net change in unrealized depreciation on forward foreign currency contracts | - | - | (1,091,122) | ||
| Net Change in Unrealized Appreciation | 171,034,171 | 22,823,659 | 410,677,462 | ||
| Net Realized and Unrealized Gain | 191,742,716 | 56,411,763 | 448,011,125 | ||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $202,872,266 | $59,290,781 | $491,514,958 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Operations
For the period ended June 30, 2025 (Unaudited)
|
Empower International Value Fund |
|
| INVESTMENT INCOME: | |
| Interest | $536,623 |
| Income from securities lending (net of fees) | 115,493 |
| Dividends | 32,933,172 |
| Foreign withholding tax | (4,349,457) |
| Total Income | 29,235,831 |
| EXPENSES: | |
| Management fees | 4,308,830 |
| Shareholder services fees - Investor Class | 377,994 |
| Audit and tax fees | 32,845 |
| Custodian fees | 141,932 |
| Directors fees | 21,969 |
| Legal fees | 6,196 |
| Pricing fees | 6,632 |
| Registration fees | 34,925 |
| Shareholder report fees | 17,467 |
| Transfer agent fees | 9,828 |
| Other fees | 21,293 |
| Total Expenses | 4,979,911 |
| Less amount waived by investment adviser | 25,469 |
| Net Expenses | 4,954,442 |
| NET INVESTMENT INCOME | 24,281,389 |
| NET REALIZED AND UNREALIZED GAIN (LOSS): | |
| Net realized gain on investments | 73,662,597 |
| Net realized (loss) on foreign currency transactions | (4,569,515) |
| Net Realized Gain | 69,093,082 |
| Net change in unrealized appreciation on investments | 183,278,748 |
| Net change in unrealized appreciation on foreign currency translations | 143,410 |
| Net Change in Unrealized Appreciation | 183,422,158 |
| Net Realized and Unrealized Gain | 252,515,240 |
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $276,796,629 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2025 and fiscal year ended December 31, 2024
| Empower Emerging Markets Equity Fund |
2025 (Unaudited) |
2024 | |
| OPERATIONS: | |||
| Net investment income | $11,129,550 | $11,966,039 | |
| Net realized gain | 20,708,545 | 13,922,560 | |
| Net change in unrealized appreciation | 171,034,171 | 71,967,758 | |
| Net Increase in Net Assets Resulting from Operations | 202,872,266 | 97,856,357 | |
| DISTRIBUTIONS TO SHAREHOLDERS: | |||
| From net investment income and net realized gains | |||
| Investor Class | - | (11,517,256) | |
| Institutional Class | - | (7,712,407) | |
| From Net Investment Income and Net Realized Gains | 0 | (19,229,663) | |
| CAPITAL SHARE TRANSACTIONS: | |||
| Shares sold | |||
| Investor Class | 138,857,018 | 503,822,442 | |
| Institutional Class | 57,588,475 | 110,541,739 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 11,517,256 | |
| Institutional Class | - | 7,712,407 | |
| Shares redeemed | |||
| Investor Class | (103,871,866) | (133,374,128) | |
| Institutional Class | (122,435,176) | (119,062,064) | |
| Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | (29,861,549) | 381,157,652 | |
| Total Increase in Net Assets | 173,010,717 | 459,784,346 | |
| NET ASSETS: | |||
| Beginning of Period | 1,327,489,708 | 867,705,362 | |
| End of Period | $1,500,500,425 | $1,327,489,708 | |
| CAPITAL SHARE TRANSACTIONS - SHARES: | |||
| Shares sold | |||
| Investor Class | 14,792,603 | 56,384,689 | |
| Institutional Class | 5,991,716 | 12,004,558 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 1,265,883 | |
| Institutional Class | - | 834,718 | |
| Shares redeemed | |||
| Investor Class | (10,975,241) | (14,740,183) | |
| Institutional Class | (12,519,563) | (13,064,877) | |
| Net Increase (Decrease) | (2,710,485) | 42,684,788 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2025 and fiscal year ended December 31, 2024
| Empower International Growth Fund |
2025 (Unaudited) |
2024 | |
| OPERATIONS: | |||
| Net investment income | $2,879,018 | $2,277,962 | |
| Net realized gain | 33,588,104 | 23,035,920 | |
| Net change in unrealized appreciation (depreciation) | 22,823,659 | (5,058,351) | |
| Net Increase in Net Assets Resulting from Operations | 59,290,781 | 20,255,531 | |
| DISTRIBUTIONS TO SHAREHOLDERS: | |||
| From net investment income and net realized gains | |||
| Investor Class | - | (542,006) | |
| Institutional Class | - | (22,802,984) | |
| From Net Investment Income and Net Realized Gains | 0 | (23,344,990) | |
| CAPITAL SHARE TRANSACTIONS: | |||
| Shares sold | |||
| Investor Class | 3,993,228 | 7,812,066 | |
| Institutional Class | 63,011,720 | 135,615,792 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 542,006 | |
| Institutional Class | - | 22,802,984 | |
| Shares redeemed | |||
| Investor Class | (5,058,092) | (9,232,599) | |
| Institutional Class | (75,090,180) | (94,534,592) | |
| Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | (13,143,324) | 63,005,657 | |
| Total Increase in Net Assets | 46,147,457 | 59,916,198 | |
| NET ASSETS: | |||
| Beginning of Period | 540,473,039 | 480,556,841 | |
| End of Period | $586,620,496 | $540,473,039 | |
| CAPITAL SHARE TRANSACTIONS - SHARES: | |||
| Shares sold | |||
| Investor Class | 299,257 | 580,679 | |
| Institutional Class | 6,521,761 | 14,022,555 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 41,246 | |
| Institutional Class | - | 2,448,223 | |
| Shares redeemed | |||
| Investor Class | (379,638) | (694,534) | |
| Institutional Class | (7,789,469) | (9,787,162) | |
| Net Increase (Decrease) | (1,348,089) | 6,611,007 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2025 and fiscal year ended December 31, 2024
| Empower International Index Fund |
2025 (Unaudited) |
2024 | |
| OPERATIONS: | |||
| Net investment income | $43,503,833 | $47,286,720 | |
| Net realized gain (loss) | 37,333,663 | (2,288,660) | |
| Net change in unrealized appreciation (depreciation) | 410,677,462 | (2,811,034) | |
| Net Increase in Net Assets Resulting from Operations | 491,514,958 | 42,187,026 | |
| DISTRIBUTIONS TO SHAREHOLDERS: | |||
| From net investment income and net realized gains | |||
| Investor Class | - | (35,982,950) | |
| Institutional Class | - | (22,439,533) | |
| From Net Investment Income and Net Realized Gains | 0 | (58,422,483) | |
| CAPITAL SHARE TRANSACTIONS: | |||
| Shares sold | |||
| Investor Class | 288,979,391 | 850,098,971 | |
| Institutional Class | 80,405,304 | 185,653,046 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 35,982,950 | |
| Institutional Class | - | 22,439,533 | |
| Shares redeemed | |||
| Investor Class | (225,471,618) | (311,061,387) | |
| Institutional Class | (176,826,067) | (112,855,302) | |
| Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | (32,912,990) | 670,257,811 | |
| Total Increase in Net Assets | 458,601,968 | 654,022,354 | |
| NET ASSETS: | |||
| Beginning of Period | 2,443,326,243 | 1,789,303,889 | |
| End of Period | $2,901,928,211 | $2,443,326,243 | |
| CAPITAL SHARE TRANSACTIONS - SHARES: | |||
| Shares sold | |||
| Investor Class | 21,350,063 | 65,382,773 | |
| Institutional Class | 7,057,713 | 17,182,524 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 2,851,816 | |
| Institutional Class | - | 2,140,438 | |
| Shares redeemed | |||
| Investor Class | (16,585,328) | (23,938,787) | |
| Institutional Class | (15,515,215) | (10,373,219) | |
| Net Increase (Decrease) | (3,692,767) | 53,245,545 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2025 and fiscal year ended December 31, 2024
| Empower International Value Fund |
2025 (Unaudited) |
2024 | |
| OPERATIONS: | |||
| Net investment income | $24,281,389 | $28,735,277 | |
| Net realized gain | 69,093,082 | 62,636,678 | |
| Net change in unrealized appreciation (depreciation) | 183,422,158 | (18,240,660) | |
| Net Increase in Net Assets Resulting from Operations | 276,796,629 | 73,131,295 | |
| DISTRIBUTIONS TO SHAREHOLDERS: | |||
| From net investment income and net realized gains | |||
| Investor Class | - | (10,239,517) | |
| Institutional Class | - | (80,691,167) | |
| From Net Investment Income and Net Realized Gains | 0 | (90,930,684) | |
| CAPITAL SHARE TRANSACTIONS: | |||
| Shares sold | |||
| Investor Class | 25,191,713 | 68,313,432 | |
| Institutional Class | 122,736,924 | 275,679,666 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 10,239,517 | |
| Institutional Class | - | 80,691,167 | |
| Shares redeemed | |||
| Investor Class | (58,092,411) | (163,467,758) | |
| Institutional Class | (278,637,221) | (245,413,949) | |
| Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | (188,800,995) | 26,042,075 | |
| Total Increase in Net Assets | 87,995,634 | 8,242,686 | |
| NET ASSETS: | |||
| Beginning of Period | 1,265,764,725 | 1,257,522,039 | |
| End of Period | $1,353,760,359 | $1,265,764,725 | |
| CAPITAL SHARE TRANSACTIONS - SHARES: | |||
| Shares sold | |||
| Investor Class | 1,861,139 | 5,381,926 | |
| Institutional Class | 13,548,667 | 31,217,135 | |
| Shares issued in reinvestment of distributions | |||
| Investor Class | - | 838,778 | |
| Institutional Class | - | 9,857,529 | |
| Shares redeemed | |||
| Investor Class | (4,340,473) | (12,872,422) | |
| Institutional Class | (30,563,473) | (27,676,640) | |
| Net Increase (Decrease) | (19,494,140) | 6,746,306 |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Financial Highlights
Selected data for a share of capital stock of the Fund throughout the periods indicated.
| Income (Loss) from Investment Operations: | Less Distributions: | ||||||||||
|
Net asset value, beginning of period |
Net investment income(a) |
Net realized and unrealized gain (loss) |
Total from investment operations |
From return of capital |
From net investment income |
From net realized gains |
Total Distributions |
Net asset value, end of period |
Total Return(b)(c) |
||
| Investor Class | |||||||||||
| 06/30/2025 (Unaudited) | $9.06 | 0.07 | 1.31 | 1.38 | - | - | - | - | $10.44 | 15.23% (d) | |
| 12/31/2024 | $8.36 | 0.09 | 0.73 | 0.82 | - | (0.12) | - | (0.12) | $9.06 | 9.85% | |
| 12/31/2023 | $7.78 | 0.08 | 0.67 | 0.75 | - | (0.17) | - | (0.17) | $8.36 | 9.67% | |
| 12/31/2022 | $10.18 | 0.17 | (2.44) | (2.27) | - | (0.11) | (0.02) | (0.13) | $7.78 | (22.34%) | |
| 12/31/2021 | $11.02 | 0.09 | (0.58) | (0.49) | - | (0.14) | (0.21) | (0.35) | $10.18 | (4.43%) | |
| 12/31/2020 | $9.39 | 0.16 | 1.67 | 1.83 | (0.01) | (0.19) | - | (0.20) | $11.02 | 19.57% | |
| Institutional Class | |||||||||||
| 06/30/2025 (Unaudited) | $9.22 | 0.09 | 1.33 | 1.42 | - | - | - | - | $10.64 | 15.40% (d) | |
| 12/31/2024 | $8.51 | 0.11 | 0.76 | 0.87 | - | (0.16) | - | (0.16) | $9.22 | 10.23% | |
| 12/31/2023 | $7.86 | 0.13 | 0.66 | 0.79 | - | (0.14) | - | (0.14) | $8.51 | 10.12% | |
| 12/31/2022 | $10.26 | 0.21 | (2.47) | (2.26) | - | (0.12) | (0.02) | (0.14) | $7.86 | (22.09%) | |
| 12/31/2021 | $11.03 | 0.15 | (0.60) | (0.45) | - | (0.11) | (0.21) | (0.32) | $10.26 | (4.08%) | |
| 12/31/2020 | $9.35 | 0.13 | 1.74 | 1.87 | (0.01) | (0.18) | - | (0.19) | $11.03 | 20.05% | |
|
Net assets, end of period (000) |
Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable) |
Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable) |
Ratio of net investment income to average net assets (after reimbursement and/or waiver, if applicable) |
Portfolio turnover rate(e) |
||
| Investor Class | ||||||
| 06/30/2025 (Unaudited) | $1,039,690 | 1.35% (f) | 1.26% (f) | 1.53% (f) | 35% (d) | |
| 12/31/2024 | $867,933 | 1.36% | 1.26% | 0.93% | 47% | |
| 12/31/2023 | $441,800 | 1.40% | 1.25% | 0.97% | 93% | |
| 12/31/2022 | $326,138 | 1.41% | 1.23% | 2.04% | 53% | |
| 12/31/2021 | $252,800 | 1.41% | 1.23% | 0.83% | 84% | |
| 12/31/2020 | $51,824 | 1.49% | 1.23% | 1.59% | 78% | |
| Institutional Class | ||||||
| 06/30/2025 (Unaudited) | $460,810 | 0.99% (f) | 0.91% (f) | 1.81% (f) | 35% (d) | |
| 12/31/2024 | $459,556 | 1.00% | 0.91% | 1.23% | 47% | |
| 12/31/2023 | $425,905 | 1.04% | 0.90% | 1.55% | 93% | |
| 12/31/2022 | $332,721 | 1.05% | 0.88% | 2.40% | 53% | |
| 12/31/2021 | $415,478 | 1.02% | 0.88% | 1.35% | 84% | |
| 12/31/2020 | $382,081 | 1.03% | 0.88% | 1.39% | 78% | |
| (a) | Per share amounts are based upon average shares outstanding. |
| (b) | Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, the return shown would have been lower. |
| (c) | Total return shown net of expenses reimbursed and/or waived, if applicable. Without the expense reimbursement and/or waiver, the return shown would have been lower. |
| (d) | Not annualized for periods less than one full year. |
| (e) | Portfolio turnover is calculated at the Fund level. |
| (f) | Annualized. |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL GROWTH FUND
EMPOWER INTERNATIONAL GROWTH FUND
Financial Highlights
Selected data for a share of capital stock of the Fund throughout the periods indicated.
| Income (Loss) from Investment Operations: | Less Distributions: | ||||||||
|
Net asset value, beginning of period |
Net investment income (loss)(a) |
Net realized and unrealized gain (loss) |
Total from investment operations |
From net investment income |
From net realized gains |
Total Distributions |
Net asset value, end of period |
Total Return(b)(c) |
|
| Investor Class | |||||||||
| 06/30/2025 (Unaudited) | $12.91 | 0.05 | 1.37 | 1.42 | - | - | - | $14.33 | 11.00% (d) |
| 12/31/2024 | $12.75 | 0.01 | 0.51 | 0.52 | (0.15) | (0.21) | (0.36) | $12.91 | 4.05% |
| 12/31/2023 | $10.94 | 0.04 | 1.77 | 1.81 | - | - | - | $12.75 | 16.54% |
| 12/31/2022 | $15.92 | (0.00) (e)(f) | (4.84) | (4.84) | - | (0.14) | (0.14) | $10.94 | (30.35%) |
| 12/31/2021 | $16.07 | (0.04) (f) | 1.02 | 0.98 | (0.02) | (1.11) | (1.13) | $15.92 | 6.04% |
| 12/31/2020 | $12.63 | (0.02) (f) | 3.60 | 3.58 | - | (0.14) | (0.14) | $16.07 | 28.35% |
| Institutional Class | |||||||||
| 06/30/2025 (Unaudited) | $9.17 | 0.05 | 0.97 | 1.02 | - | - | - | $10.19 | 11.12% (d) |
| 12/31/2024 | $9.18 | 0.04 | 0.37 | 0.41 | (0.21) | (0.21) | (0.42) | $9.17 | 4.45% |
| 12/31/2023 | $7.91 | 0.06 | 1.28 | 1.34 | (0.07) | - | (0.07) | $9.18 | 16.93% |
| 12/31/2022 | $11.53 | 0.03 | (3.51) | (3.48) | - | (0.14) | (0.14) | $7.91 | (30.11%) |
| 12/31/2021 | $11.93 | 0.01 | 0.77 | 0.78 | (0.07) | (1.11) | (1.18) | $11.53 | 6.45% |
| 12/31/2020 | $9.38 | 0.02 | 2.69 | 2.71 | (0.02) | (0.14) | (0.16) | $11.93 | 28.88% |
|
Net assets, end of period (000) |
Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable) |
Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable) |
Ratio of net investment income (loss) to average net assets (after reimbursement and/or waiver, if applicable) |
Portfolio turnover rate(g) |
||
| Investor Class | ||||||
| 06/30/2025 (Unaudited) | $20,603 | 1.40% (h) | 1.20% (h)(i) | 0.74% (h) | 68% (d) | |
| 12/31/2024 | $19,606 | 1.37% | 1.20% | 0.10% | 42% | |
| 12/31/2023 | $20,290 | 1.36% | 1.20% | 0.30% | 63% | |
| 12/31/2022 | $20,804 | 1.36% | 1.20% | (0.04%) | 33% | |
| 12/31/2021 | $31,403 | 1.28% | 1.20% | (0.23%) | 34% | |
| 12/31/2020 | $42,126 | 1.28% | 1.20% | (0.19%) | 27% | |
| Institutional Class | ||||||
| 06/30/2025 (Unaudited) | $566,017 | 0.87% (h) | 0.85% (h)(j) | 1.06% (h) | 68% (d) | |
| 12/31/2024 | $520,867 | 0.87% | 0.85% | 0.46% | 42% | |
| 12/31/2023 | $460,267 | 0.88% | 0.85% | 0.65% | 63% | |
| 12/31/2022 | $400,958 | 0.88% | 0.85% | 0.33% | 33% | |
| 12/31/2021 | $488,211 | 0.86% | 0.85% | 0.09% | 34% | |
| 12/31/2020 | $437,865 | 0.86% | 0.85% | 0.17% | 27% | |
| (a) | Per share amounts are based upon average shares outstanding. |
| (b) | Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, the return shown would have been lower. |
| (c) | Total return shown net of expenses reimbursed and/or waived, if applicable. Without the expense reimbursement and/or waiver, the return shown would have been lower. |
| (d) | Not annualized for periods less than one full year. |
| (e) | Amount was less than $0.01 per share. |
| (f) | The per share amount does not correspond to activity reflected in the Statement of Operations due to class specific expenses during the period. |
| (g) | Portfolio turnover is calculated at the Fund level. |
| (h) | Annualized. |
| (i) | Investor Class net of expenses reimbursed and/or waived ratio is 1.195%. See Notes to Financial Statements (Note 4). |
| (j) | Institutional Class net of expenses reimbursed and/or waived ratio is 0.845%. See Notes to Financial Statements (Note 4). |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
EMPOWER INTERNATIONAL INDEX FUND
Financial Highlights
Selected data for a share of capital stock of the Fund throughout the periods indicated.
| Income (Loss) from Investment Operations: | Less Distributions: | ||||||||
|
Net asset value, beginning of period |
Net investment income(a) |
Net realized and unrealized gain (loss) |
Total from investment operations |
From net investment income |
From net realized gains |
Total Distributions |
Net asset value, end of period |
Total Return(b)(c) |
|
| Investor Class | |||||||||
| 06/30/2025 (Unaudited) | $12.44 | 0.22 | 2.28 | 2.50 | - | - | - | $14.94 | 20.10% (d) |
| 12/31/2024 | $12.35 | 0.27 | 0.09 | 0.36 | (0.26) | (0.01) | (0.27) | $12.44 | 2.92% |
| 12/31/2023 | $10.96 | 0.28 | 1.65 | 1.93 | (0.28) | (0.26) | (0.54) | $12.35 | 17.52% |
| 12/31/2022 | $13.10 | 0.24 | (2.18) | (1.94) | (0.20) | - | (0.20) | $10.96 | (14.74%) |
| 12/31/2021 | $12.50 | 0.20 | 1.15 | 1.35 | (0.29) | (0.46) | (0.75) | $13.10 | 10.75% |
| 12/31/2020 | $11.92 | 0.19 | 0.69 | 0.88 | (0.19) | (0.11) | (0.30) | $12.50 | 7.52% |
| Institutional Class | |||||||||
| 06/30/2025 (Unaudited) | $10.33 | 0.20 | 1.90 | 2.10 | - | - | - | $12.43 | 20.33% (d) |
| 12/31/2024 | $10.31 | 0.27 | 0.06 | 0.33 | (0.30) | (0.01) | (0.31) | $10.33 | 3.23% |
| 12/31/2023 | $9.22 | 0.27 | 1.40 | 1.67 | (0.32) | (0.26) | (0.58) | $10.31 | 17.96% |
| 12/31/2022 | $11.06 | 0.25 | (1.86) | (1.61) | (0.23) | - | (0.23) | $9.22 | (14.41%) |
| 12/31/2021 | $10.61 | 0.24 | 0.96 | 1.20 | (0.29) | (0.46) | (0.75) | $11.06 | 11.24% |
| 12/31/2020 | $10.16 | 0.21 | 0.57 | 0.78 | (0.22) | (0.11) | (0.33) | $10.61 | 7.84% |
|
Net assets, end of period (000) |
Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable) |
Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable) |
Ratio of net investment income to average net assets (after reimbursement and/or waiver, if applicable) |
Portfolio turnover rate(e) |
||
| Investor Class | ||||||
| 06/30/2025 (Unaudited) | $2,093,850 | 0.60% (f) | 0.60% (f) | 3.21% (f) | 5% (d) | |
| 12/31/2024 | $1,684,231 | 0.61% | 0.61% | 2.05% | 4% | |
| 12/31/2023 | $1,124,570 | 0.62% | 0.62% | 2.35% | 19% | |
| 12/31/2022 | $835,079 | 0.65% | 0.65% | 2.19% | 13% | |
| 12/31/2021 | $617,570 | 0.65% | 0.65% | 1.49% | 13% | |
| 12/31/2020 | $271,563 | 0.65% | 0.65% | 1.76% | 6% | |
| Institutional Class | ||||||
| 06/30/2025 (Unaudited) | $808,078 | 0.24% (f) | 0.24% (f) | 3.48% (f) | 5% (d) | |
| 12/31/2024 | $759,095 | 0.25% | 0.25% | 2.50% | 4% | |
| 12/31/2023 | $664,734 | 0.26% | 0.26% | 2.67% | 19% | |
| 12/31/2022 | $633,487 | 0.28% | 0.28% | 2.61% | 13% | |
| 12/31/2021 | $763,825 | 0.28% | 0.28% | 2.10% | 13% | |
| 12/31/2020 | $739,271 | 0.28% | 0.28% | 2.22% | 6% | |
| (a) | Per share amounts are based upon average shares outstanding. |
| (b) | Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, the return shown would have been lower. |
| (c) | Total return shown net of expenses reimbursed and/or waived, if applicable. Without the expense reimbursement and/or waiver, the return shown would have been lower. |
| (d) | Not annualized for periods less than one full year. |
| (e) | Portfolio turnover is calculated at the Fund level. |
| (f) | Annualized. |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
EMPOWER INTERNATIONAL VALUE FUND
Financial Highlights
Selected data for a share of capital stock of the Fund throughout the periods indicated.
| Income (Loss) from Investment Operations: | Less Distributions: | ||||||||
|
Net asset value, beginning of period |
Net investment income(a) |
Net realized and unrealized gain (loss) |
Total from investment operations |
From net investment income |
From net realized gains |
Total Distributions |
Net asset value, end of period |
Total Return(b)(c) |
|
| Investor Class | |||||||||
| 06/30/2025 (Unaudited) | $12.09 | 0.23 | 2.58 | 2.81 | - | - | - | $14.90 | 23.24% (d) |
| 12/31/2024 | $12.03 | 0.26 | 0.40 | 0.66 | (0.21) | (0.39) | (0.60) | $12.09 | 5.46% |
| 12/31/2023 | $10.53 | 0.27 | 1.62 | 1.89 | (0.17) | (0.22) | (0.39) | $12.03 | 18.03% |
| 12/31/2022 | $12.79 | 0.17 | (2.12) | (1.95) | (0.13) | (0.18) | (0.31) | $10.53 | (15.18%) |
| 12/31/2021 | $12.03 | 0.20 | 1.10 | 1.30 | (0.21) | (0.33) | (0.54) | $12.79 | 10.83% |
| 12/31/2020 | $11.19 | 0.13 | 0.95 | 1.08 | (0.11) | (0.13) | (0.24) | $12.03 | 9.73% |
| Institutional Class | |||||||||
| 06/30/2025 (Unaudited) | $8.12 | 0.17 | 1.73 | 1.90 | - | - | - | $10.02 | 23.25% (d) |
| 12/31/2024 | $8.31 | 0.21 | 0.28 | 0.49 | (0.29) | (0.39) | (0.68) | $8.12 | 5.93% |
| 12/31/2023 | $7.49 | 0.21 | 1.17 | 1.38 | (0.34) | (0.22) | (0.56) | $8.31 | 18.44% |
| 12/31/2022 | $9.19 | 0.18 | (1.56) | (1.38) | (0.14) | (0.18) | (0.32) | $7.49 | (14.90%) |
| 12/31/2021 | $8.81 | 0.18 | 0.81 | 0.99 | (0.28) | (0.33) | (0.61) | $9.19 | 11.26% |
| 12/31/2020 | $8.27 | 0.13 | 0.70 | 0.83 | (0.16) | (0.13) | (0.29) | $8.81 | 10.21% |
|
Net assets, end of period (000) |
Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable) |
Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable) |
Ratio of net investment income to average net assets (after reimbursement and/or waiver, if applicable) |
Portfolio turnover rate(e) |
||
| Investor Class | ||||||
| 06/30/2025 (Unaudited) | $227,353 | 1.09% (f) | 1.07% (f) | 3.52% (f) | 13% (d) | |
| 12/31/2024 | $214,547 | 1.08% | 1.07% | 2.06% | 25% | |
| 12/31/2023 | $293,534 | 1.07% | 1.07% | 2.38% | 18% | |
| 12/31/2022 | $579,880 | 1.09% | 1.07% | 1.63% | 30% | |
| 12/31/2021 | $247,738 | 1.06% | 1.06% | 1.57% | 17% | |
| 12/31/2020 | $220,602 | 1.07% | 1.07% | 1.27% | 20% | |
| Institutional Class | ||||||
| 06/30/2025 (Unaudited) | $1,126,408 | 0.71% (f) | 0.71% (f) | 3.82% (f) | 13% (d) | |
| 12/31/2024 | $1,051,217 | 0.71% | 0.71% | 2.36% | 25% | |
| 12/31/2023 | $963,988 | 0.71% | 0.71% | 2.54% | 18% | |
| 12/31/2022 | $835,841 | 0.71% | 0.71% | 2.27% | 30% | |
| 12/31/2021 | $1,014,470 | 0.70% | 0.70% | 1.93% | 17% | |
| 12/31/2020 | $906,166 | 0.70% | 0.70% | 1.66% | 20% | |
| (a) | Per share amounts are based upon average shares outstanding. |
| (b) | Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, the return shown would have been lower. |
| (c) | Total return shown net of expenses reimbursed and/or waived, if applicable. Without the expense reimbursement and/or waiver, the return shown would have been lower. |
| (d) | Not annualized for periods less than one full year. |
| (e) | Portfolio turnover is calculated at the Fund level. |
| (f) | Annualized. |
See Notes to Financial Statements.
Semi-Annual Report - June 30, 2025
EMPOWER FUNDS, INC.
Notes to Financial Statements (Unaudited)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Empower Funds, a Maryland corporation, was organized on December 7, 1981 and is registered under the Investment Company Act of 1940 (the "1940 Act") as an open-end management investment company. Empower Funds presently consists of forty-four funds. Interests in the Funds are included herein. Each Fund is diversified as defined in the 1940 Act. The Funds are available as an investment option to insurance company separate accounts for certain variable annuity contracts and variable life insurance policies, to individual retirement account custodians or trustees, to plan sponsors of qualified retirement plans, to college savings programs, and to asset allocation funds that are a series of Empower Funds.
Investment Objectives
Empower Emerging Markets Equity Fund - seeks long-term capital appreciation
Empower International Growth Fund - seeks long-term growth of capital
Empower International Index Fund - seeks investment results that track the total return of the common stocks that comprise the MSCI EAFE Index
Empower International Value Fund - seeks long-term capital growth
The Funds each offer two share classes, referred to as Investor Class and Institutional Class shares. All shares of each Fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, expenses (other than those attributable to a specific class) and realized and unrealized gains and losses are allocated daily to each class of shares based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against operations of that class. Expenses incurred by Empower Funds, which are not Fund specific, are allocated based on relative net assets or other appropriate allocation methods.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Each Fund is also an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services - Investment Companies. The following is a summary of the significant accounting policies of the Funds.
Security Valuation
The board of directors of Empower Funds (the "Board") has adopted policies and procedures for the valuation of each Fund's securities and assets, and has appointed the Fair Value Pricing Committee of the Funds' investment adviser, Empower Capital Management, LLC ("ECM"), to complete valuation determinations under those policies and procedures. Pursuant to Rule 2a-5 under the 1940 Act, the Board approved ECM as the Funds' valuation designee to make all fair value determinations with respect to the Funds' investments, subject to oversight by the Board.
Each Fund generally values its securities, including Exchange Traded Funds, based on market prices determined at the close of regular trading on the New York Stock Exchange ("NYSE") on each day the NYSE is open for trading. The net asset value ("NAV") of each class of a Fund's shares is determined by dividing the net assets attributable to each class of shares of the Fund by the number of issued and outstanding shares of each class of the Fund on each valuation date.
Semi-Annual Report - June 30, 2025
For securities that are traded on only one exchange, the last sale price as of the close of business of that exchange will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities traded on more than one exchange, or upon one or more exchanges and in the OTC market, the last sale price as of the close of business on the market which the security is traded most extensively will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities that principally trade on the NASDAQ National Market System, the NASDAQ official closing price will be used.
For private equity securities that are not traded on an exchange, an appropriate source, which may include the use of an internally developed or approved valuation model, a different external pricing vendor, or sourcing a price from a broker will be used. Valuation of these securities will be reviewed regularly by the Fair Value Pricing Committee.
Short term securities purchased with less than 60 days remaining until maturity and all U.S. Treasury Bills are valued on the basis of amortized cost, which has been determined to approximate fair value. Short term securities purchased with more than 60 days remaining until maturity are valued using pricing services, or in the event a price is not available from a pricing service, may be priced using other methodologies approved by the Board, including model pricing or pricing on the basis of quotations from brokers or dealers, and will continue to be priced until final maturity.
Investments in shares of the underlying mutual funds are valued at the net asset value as reported by the underlying mutual fund, which may be obtained from pricing services or other pricing sources.
Foreign equity securities are generally valued using an adjusted systematic fair value price from an independent pricing service. Foreign exchange rates are determined at a time that corresponds to the closing of the NYSE.
For derivatives that are traded on an exchange, the last sale price as of the close of business of the exchange will be used. For derivatives traded OTC, independent pricing services will be utilized when possible. If a price cannot be located from the primary source, other appropriate sources, which may include the use of an internally developed valuation model, another external pricing vendor or sourcing a price from a broker, may be used.
Independent pricing services are approved by the Board and are utilized for all investment types when available. In some instances valuations from independent pricing services are not available or do not reflect events in the market between the time the market closed and the valuation time and therefore fair valuation procedures are implemented. The fair value for some securities may be obtained from pricing services or other pricing sources. The inputs used by the pricing services are reviewed quarterly or when the pricing vendor issues updates to its pricing methodologies. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data. Developments that might trigger fair value pricing could be natural disasters, government actions or fluctuations in domestic and foreign markets.
The following table provides examples of the inputs that are commonly used for valuing particular classes of securities. These classifications are not exclusive, and any inputs may be used to value any other security class.
| Class | Inputs |
| Common Stock | Exchange traded close price, bids, evaluated bids, open and close price of the local exchange, exchange rates, fair values based on significant market movement and various index data |
| Preferred Stock | Benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Inputs also may include exchange prices |
| Rights | Exchange traded close price, bids and evaluated bids |
| Exchange Traded Funds | Exchange traded close price |
| Government Money Market Mutual Funds | Net asset value of underlying mutual fund |
| Short Term Investments | Maturity date, credit quality and interest rates |
| Futures Contracts | Exchange traded close price |
| Forward Foreign Currency Contracts | Foreign currency spot and forward rates |
Semi-Annual Report - June 30, 2025
The Funds classify their valuations into three levels based upon the observability of inputs to the valuation of each Fund's investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:
Level 1 - Unadjusted quoted prices for identical securities in active markets.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.
Level 3 - Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect a Fund's own assumptions and would be based on the best information available under the circumstances.
As of June 30, 2025, the inputs used to value each Fund's investments are detailed in the following table. More information regarding the sector or geography classifications, as applicable, are included in the Schedule of Investments.
Empower Emerging Markets Equity Fund
| Level 1 | Level 2 | Level 3 | Total | ||||
| Assets | |||||||
| Investments, at fair value: | |||||||
| Common Stock | |||||||
| Basic Materials | $11,971,272 | $44,743,709 | $- | $56,714,981 | |||
| Communications | 33,685,969 | 228,820,964 | - | 262,506,933 | |||
| Consumer, Cyclical | 26,008,689 | 115,418,694 | - | 141,427,383 | |||
| Consumer, Non-cyclical | 15,402,963 | 116,149,466 | - | 131,552,429 | |||
| Diversified | - | 1,295,700 | - | 1,295,700 | |||
| Energy | 9,265,633 | 32,598,916 | - | 41,864,549 | |||
| Financial | 43,059,455 | 328,364,109 | - | 371,423,564 | |||
| Industrial | 2,245,221 | 105,458,579 | - | 107,703,800 | |||
| Technology | 1,245,341 | 324,534,416 | - | 325,779,757 | |||
| Utilities | 4,249,816 | 22,755,651 | - | 27,005,467 | |||
| 147,134,359 | 1,320,140,204 | - | 1,467,274,563 | ||||
| Preferred Stock | - | 11,203,057 | - | 11,203,057 | |||
| Exchange Traded Funds | 2,796,895 | - | - | 2,796,895 | |||
| Government Money Market Mutual Funds | 11,163,435 | - | - | 11,163,435 | |||
| Total Assets | $161,094,689 | $1,331,343,261 | $- | $1,492,437,950 |
Empower International Growth Fund
| Level 1 | Level 2 | Level 3 | Total | ||||
| Assets | |||||||
| Investments, at fair value: | |||||||
| Common Stock | |||||||
| Basic Materials | $- | $17,041,427 | $- | $17,041,427 | |||
| Communications | 2,704,873 | 27,990,917 | - | 30,695,790 | |||
| Consumer, Cyclical | 27,248,266 | 76,751,652 | - | 103,999,918 | |||
| Consumer, Non-cyclical | - | 111,025,954 | - | 111,025,954 | |||
| Financial | 16,847,708 | 90,354,220 | - | 107,201,928 | |||
| Industrial | - | 115,042,264 | - | 115,042,264 | |||
| Technology | 29,786,006 | 55,263,910 | - | 85,049,916 | |||
| Utilities | - | 4,666,002 | - | 4,666,002 | |||
| 76,586,853 | 498,136,346 | - | 574,723,199 | ||||
| Government Money Market Mutual Funds | 11,145,921 | - | - | 11,145,921 | |||
| Total Assets | $87,732,774 | $498,136,346 | $- | $585,869,120 |
Semi-Annual Report - June 30, 2025
Empower International Index Fund
| Level 1 | Level 2 | Level 3 | Total | ||||
| Assets | |||||||
| Investments, at fair value: | |||||||
| Common Stock | |||||||
| Basic Materials | $1,912,824 | $132,286,642 | $- | $134,199,466 | |||
| Communications | 29,770,270 | 120,595,342 | - | 150,365,612 | |||
| Consumer, Cyclical | - | 358,079,225 | - | 358,079,225 | |||
| Consumer, Non-cyclical | 10,001,612 | 600,392,810 | 493 | 610,394,915 | |||
| Diversified | 1,006,140 | - | - | 1,006,140 | |||
| Energy | - | 93,248,980 | - | 93,248,980 | |||
| Financial | 5,802,025 | 714,748,577 | - | 720,550,602 | |||
| Industrial | 4,510,684 | 450,510,535 | - | 455,021,219 | |||
| Technology | 7,865,077 | 196,352,678 | - | 204,217,755 | |||
| Utilities | 2,171,561 | 92,727,473 | - | 94,899,034 | |||
| 63,040,193 | 2,758,942,262 | 493 | 2,821,982,948 | ||||
| Preferred Stock | |||||||
| Consumer, Cyclical | - | 3,927,332 | - | 3,927,332 | |||
| Consumer, Non-cyclical | 2,036,106 | - | - | 2,036,106 | |||
| 2,036,106 | 3,927,332 | - | 5,963,438 | ||||
| Rights | - | 242,530 | 20,588 | 263,118 | |||
| Government Money Market Mutual Funds | 75,519,985 | - | - | 75,519,985 | |||
| Short Term Investments | - | 9,825,691 | - | 9,825,691 | |||
| Total investments, at fair value: | 140,596,284 | 2,772,937,815 | 21,081 | 2,913,555,180 | |||
| Other Financial Investments: | |||||||
| Forward Foreign Currency Contracts(a) | - | 316 | - | 316 | |||
| Futures Contracts(a) | 1,555,720 | - | - | 1,555,720 | |||
| Total Assets | $142,152,004 | $2,772,938,131 | $21,081 | $2,915,111,216 |
| Liabilities | |||||||
| Other Financial Investments: | |||||||
| Forward Foreign Currency Contracts(a) | - | (649,970) | - | (649,970) | |||
| Total Liabilities | $- | $(649,970) | $- | $(649,970) |
| (a) | Forward Foreign Currency Contracts and Futures Contracts are reported at the security's unrealized appreciation (depreciation), which represents the change in the contract's value from trade date. |
Semi-Annual Report - June 30, 2025
Empower International Value Fund
| Level 1 | Level 2 | Level 3 | Total | ||||
| Assets | |||||||
| Investments, at fair value: | |||||||
| Common Stock | |||||||
| Basic Materials | $41,328,722 | $54,359,241 | $- | $95,687,963 | |||
| Communications | - | 32,219,395 | - | 32,219,395 | |||
| Consumer, Cyclical | 7,544,274 | 150,805,469 | - | 158,349,743 | |||
| Consumer, Non-cyclical | 27,235,616 | 234,144,536 | - | 261,380,152 | |||
| Energy | 2,643,179 | 68,070,845 | - | 70,714,024 | |||
| Financial | 8,456,469 | 359,853,418 | - | 368,309,887 | |||
| Industrial | 14,148,776 | 196,110,553 | - | 210,259,329 | |||
| Technology | 31,130,361 | 69,319,121 | - | 100,449,482 | |||
| Utilities | 4,158,950 | 14,475,588 | - | 18,634,538 | |||
| 136,646,347 | 1,179,358,166 | - | 1,316,004,513 | ||||
| Preferred Stock | - | 3,002,271 | - | 3,002,271 | |||
| Government Money Market Mutual Funds | 46,382,076 | - | - | 46,382,076 | |||
| Total Assets | $183,028,423 | $1,182,360,437 | $- | $1,365,388,860 |
Foreign Currency Translations and Transactions
The accounting records of each Fund is maintained in U.S. dollars. Investment securities, and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the dates of the transactions.
A Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by a Fund and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. These gains and losses are included in net realized gain or loss and change in net unrealized appreciation or depreciation on the Statement of Operations.
Security Transactions
Security transactions are accounted for on the date the security is purchased or sold (trade date). Realized gains and losses from investments sold are determined on a specific lot selection. Dividend income for a Fund is accrued as of the ex-dividend date and interest income, including amortization of discounts and premiums, is recorded daily.
Federal Income Taxes and Distributions to Shareholders
Each Fund intends to comply with provisions under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no provision of federal income or excise tax is required. Each Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on each Fund's tax return filings generally remains open for the three preceding fiscal reporting period ends. State tax returns may remain open for an additional fiscal year.
Distributions to shareholders from net investment income of a Fund, if any, are declared and paid annually. Capital gain distributions of a Fund, if any, are declared and paid at least annually. Distributions are reinvested in additional shares of a Fund at net asset value and are declared separately for each class. Distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.
Semi-Annual Report - June 30, 2025
Net investment income (loss) and net realized gain (loss) for federal income tax purposes may differ from those reported on the financial statements because of temporary and permanent book-tax basis differences. Book-tax differences may include but are not limited to the following: wash sales, distribution adjustments, adjustments for passive foreign investment corporations and foreign currency reclassifications.
The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation for federal income tax purposes as of June 30, 2025 were as follows:
|
Federal Tax Cost of Investments |
Gross Unrealized Appreciation on Investments |
Gross Unrealized Depreciation on Investments |
Net Unrealized Appreciation on Investments |
||||
| Empower Emerging Markets Equity Fund | $1,240,094,998 | $332,238,811 | $(79,895,859) | $252,342,952 | |||
| Empower International Growth Fund | 508,199,034 | 92,427,918 | (14,757,832) | 77,670,086 | |||
| Empower International Index Fund | 2,320,888,508 | 777,891,416 | (184,318,678) | 593,572,738 | |||
| Empower International Value Fund | 1,094,759,753 | 345,309,058 | (74,679,951) | 270,629,107 |
Segment Reporting
The ECM Board of Managers acts as the Funds' chief operating decision maker ("CODM") and is responsible for assessing performance and allocating resources with respect to the Funds. The CODM has concluded that each of the Funds operates as a single operating segment based on the fact that each has a single investment strategy as disclosed in its prospectus, against which the CODM assesses the performance, and it is the level at which discrete financial information is available. The financial information provided to and reviewed by the CODM is presented within each of the Funds' financial statements.
2. DERIVATIVE FINANCIAL INSTRUMENTS
Each Fund's investment objective allows it to enter into various types of derivative contracts as outlined in the Fund's prospectus.
In pursuit of its investment objective, each Fund may seek to use derivatives to increase or decrease its exposure to the following market risks:
Equity Risk - The risk that relates to the change in value of equity securities as they relate to increases or decreases in the general market.
Foreign Exchange Risk - The risk that adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause a Fund to lose money on investments denominated in foreign currencies.
Each Fund may be exposed to additional risks from investing in derivatives, such as liquidity and counterparty credit risk. Liquidity risk is the risk that a Fund may be unable to sell or close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligations to a Fund, if applicable. Investing in derivatives may also involve greater risks than investing directly in the underlying assets, such as losses in excess of any initial investment and collateral received. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.
A Fund may be subject to enforceable master netting agreements, or netting arrangements, with certain counterparties. These agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying offsetting mechanisms and collateral posting arrangements, if any, at pre-arranged exposure levels. Collateral or margin requirements, if any, are set by the broker or exchange clearing house for exchanged traded derivatives while collateral terms are contract specific for OTC traded derivatives.
Derivative counterparty credit risk is managed through an evaluation of the creditworthiness of all potential counterparties. A Fund will attempt to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements (if any), events of default, or early termination. OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by a Fund of any net liability owed to that counterparty under the ISDA agreement.
Semi-Annual Report - June 30, 2025
Futures Contracts
A Fund may use futures to equitize cash. A futures contract is an agreement between two parties to buy or sell a specified underlying investment for a fixed price at a specified future date. Futures contracts are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange. The use of futures contracts may involve risks such as the possibility of illiquid markets or imperfect correlation between the value of the contracts and the underlying securities that comprise the index, or that the clearinghouse will fail to perform its obligations.
Futures contracts are reported in a table following the Schedule of Investments. Upon entering into a futures contract, a Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount (initial margin deposit). Receipts or payments, known as variation margin, are made or received by a Fund each day, depending on the daily fluctuations in the fair value of the underlying security. This is recorded as variation margin on futures contracts on the Statement of Assets and Liabilities. When a Fund enters into a closing transaction, it will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contract at the time it was opened or purchased and its value at the time it was closed, and is reflected in net realized gain or loss on the Statement of Operations.
Forward Foreign Currency Contracts
A Fund may enter into OTC forward foreign currency contracts (forward contracts) primarily to capture potential returns from changes in currency exchange rates or to reduce the risk of undesired currency exposure. A forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated rate.
Forward contracts are reported in a table following the Schedule of Investments. The unrealized appreciation or depreciation is reported on the Statement of Assets and Liabilities and on the Statement of Operations within the net change in unrealized appreciation or depreciation. Upon the closing of such contract the difference between the U.S. dollar cost of the original contract and the value of the foreign currency in U.S. dollars is recorded as net realized gain or loss on the Statement of Operations.
The following tables represent the average month-end volume of each Fund's derivative transactions, if any, during the reporting period:
| Empower International Index Fund | |
| Futures Contracts: | |
| Average long contracts | 616 |
| Average notional long | $76,036,771 |
| Forward Currency Exchange Contracts: | |
| Average notional amount | $13,045,753 |
Derivative Financial Instruments Categorized by Risk Exposure
Valuation of derivative investments as of June 30, 2025 is as follows:
Empower International Index Fund
| Asset Derivatives | Liability Derivatives | |||||||
| Risk Exposure | Statement of Assets and Liabilities Location | Fair Value | Statement of Assets and Liabilities Location | Fair Value | ||||
| Equity contracts (futures contracts) | Net unrealized appreciation on futures contracts | $1,555,720(a) | ||||||
| Foreign exchange contracts (forwards) | Unrealized appreciation on forward foreign currency contracts | $316 | Unrealized depreciation on forward foreign currency contracts | $(649,970) | ||||
| (a)Includes cumulative appreciation of futures contracts as reported in the Fund's Schedule of Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities. |
The effect of derivative investments for the period ended June 30, 2025 is as follows:
Semi-Annual Report - June 30, 2025
Empower Emerging Markets Equity Fund
| Net Realized Gain (Loss) | ||||
| Risk Exposure | Statement of Operations Location | Fair Value | ||
| Foreign exchange contracts (forwards) | Net realized gain on forward foreign currency contracts | $3,065 | ||
Empower International Index Fund
| Realized Gain or (Loss) | Change in Unrealized Appreciation or (Depreciation) | |||||
| Risk Exposure | Statement of Operations Location | Statement of Operations Location | ||||
| Equity contracts (futures contracts) | Net realized gain on futures contracts | $9,857,675 | Net change in unrealized appreciation on futures contracts | $2,793,391 | ||
| Foreign exchange contracts (forwards) | Net realized loss on forward foreign currency contracts | $(240,399) | Net change in unrealized depreciation on forward foreign currency contracts | $(1,091,122) | ||
Concentration Risk
Each Fund may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject a Fund to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions. Investments in securities of non-U.S. issuers have unique risks not present in securities of U.S. issuers, such as greater price volatility and less liquidity.
3. OFFSETTING ASSETS AND LIABILITIES
The Empower International Index Fund may enter into derivative transactions with several approved counterparties. Certain transactions are effected under agreements which include master netting arrangements which provide for the netting of payment obligations and/or netting in situations of counterparty default. The following table summarizes this Fund's financial investments that are subject to an enforceable master netting arrangement as of June 30, 2025.
Empower International Index Fund
| Counterparty |
Derivative Assets Subject to an MNA by Counterparty(a) |
Derivatives Available for Offset |
Non- Cash Collateral Received |
Cash Collateral Received |
Net Amount of Derivative Assets |
||||
|
Citigroup Global Market
|
$298 | $(298) | $- | $- | $ - | ||||
|
Mellon Capital
|
18 | (18) | - | - | - | ||||
| $316 | $(316) | $- | $- | $- |
| Counterparty |
Derivative Liabilities Subject to an MNA by Counterparty(a) |
Derivatives Available for Offset |
Non- Cash Collateral Pledged |
Cash Collateral Pledged |
Net Amount of Derivative Liabilities |
||||
|
Citigroup Global Markets
|
$(11,381) | $298 | $- | $- | $(11,083) | ||||
|
Mellon Capital
|
(638,589) | 18 | - | - | (638,571) | ||||
| $(649,970) | $316 | $- | $- | $(649,654) |
| (a) | OTC derivatives are reported gross on the Statement of Assets and Liabilities. | ||
Semi-Annual Report - June 30, 2025
4. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Empower Funds entered into an investment advisory agreement with ECM, a wholly-owned subsidiary of Empower Annuity Insurance Company of America ("Empower of America"). As compensation for its services to Empower Funds, ECM receives the below monthly compensation at the described annual rate of each Fund's average daily net assets. Certain administration and accounting services fees for each Fund are included in the investment advisory agreement.
| Fund Name | Annual Advisory Rate |
| Empower Emerging Markets Equity Fund | 0.93% up to $1 billion dollars |
| 0.88% over $1 billion dollars | |
| 0.83% over $2 billion dollars | |
| Empower International Growth Fund | 0.82% up to $1 billion dollars |
| 0.77% over $1 billion dollars | |
| 0.72% over $2 billion dollars | |
| Empower International Index Fund | 0.25% up to $1 billion dollars |
| 0.20% over $1 billion dollars | |
| 0.15% over $2 billion dollars | |
| Empower International Value Fund | 0.67% |
ECM has contractually agreed to waive fees or reimburse expenses that exceed the annual rate, shown in the table below, of each Fund's average daily net assets attributable to each Class, including management fees and expenses paid directly by each Fund, excluding shareholder service fees, distribution fees (if applicable) and certain extraordinary expenses (the "Expense Limit"). The agreement's current term ends on April 30, 2026 and automatically renews for one-year unless terminated upon written notice within 90 days of the end of the current term or upon termination of the investment advisory agreement. The amount waived or reimbursed, if any, is reflected in the Statement of Operations.
| Fund Name | Expense Limit Annual Rate |
| Empower Emerging Markets Equity Fund | 0.91% |
| Empower International Growth Fund(a) | 0.845% |
| Empower International Index Fund | 0.32% |
| Empower International Value Fund | 0.72% |
(a)Prior to May 1, 2025, the expense limit for the Empower International Growth Fund was 0.85%.
ECM is permitted upon approval by the Board to recoup amounts waived or reimbursed by each Fund in future periods, not exceeding three years following the particular waiver/reimbursement, provided the total annual operating expenses of each Class of each Fund plus such recoupment do not exceed the lesser of the Expense Limit that was in place at the time of the waiver/reimbursement or the Expense Limit in place at the time of recoupment. As of June 30, 2025, the amounts subject to recoupment were as follows:
Empower Emerging Markets Equity Fund
| Expires December 31, 2025 | Expires December 31, 2026 | Expires December 31, 2027 | Expires June 30, 2028 |
Recoupment of Past Reimbursed Fees by ECM |
||||
| $1,124,036 | $927,371 | $1,091,742 | $578,445 | $0 |
Semi-Annual Report - June 30, 2025
Empower International Growth Fund
| Expires December 31, 2025 | Expires December 31, 2026 | Expires December 31, 2027 | Expires June 30, 2028 |
Recoupment of Past Reimbursed Fees by ECM |
||||
| $149,953 | $141,113 | $144,223 | $88,465 | $0 |
Empower International Index Fund
| Expires December 31, 2026 | Expires December 31, 2027 | Expires December 31, 2028 | Expires June 30, 2028 |
Recoupment of Past Reimbursed Fees by ECM |
||||
| $0 | $0 | $0 | $0 | $0 |
Empower International Value Fund
| Expires December 31, 2025 | Expires December 31, 2026 | Expires December 31, 2027 | Expires June 30, 2028 |
Recoupment of Past Reimbursed Fees by ECM |
||||
| $63,952 | $0 | $20,227 | $25,469 | $0 |
ECM and Empower Funds have entered into sub-advisory agreements with, and are responsible for compensating the sub-advisers below for their services:
Empower Emerging Markets Equity Fund - Lazard Asset Management LLC and Goldman Sachs Asset Management, L.P.
Empower International Growth Fund - Lazard Asset Management LLC and J.P. Morgan Investment Management, Inc. Effective April 30, 2025, Lazard Asset Management LLC replaced Franklin Templeton Institutional, LLC as a sub-adviser.
Empower International Index Fund - Irish Life Investment Managers Limited is an affiliate of ECM and Empower of America and receives monthly compensation for its services at the annual rate of 0.02% of the Fund's net assets.
Empower International Value Fund - LSV Asset Management and Massachusetts Financial Services Company.
Empower Funds entered into a shareholder services agreement with Empower Retirement, LLC ("Empower"), an affiliate of ECM and subsidiary of Empower of America. Pursuant to the shareholder services agreement, Empower provides various recordkeeping, administrative and shareholder services to shareholders and receives from the Investor Class shares of each Fund a fee equal to 0.35% of the average daily net asset value of the share class.
Empower Financial Services, Inc (the "Distributor"), is a wholly-owned subsidiary of Empower of America and the principal underwriter to distribute and market each Fund.
Certain officers of Empower Funds are also directors and/or officers of Empower of America or its subsidiaries. No officer or interested director of Empower Funds receives any compensation directly from Empower Funds. The total compensation paid to the independent directors with respect to all forty-four funds for which they serve as directors was $833,000 for the fiscal period ended June 30, 2025.
5. PURCHASES AND SALES OF INVESTMENTS
For the period ended June 30, 2025, the aggregate cost of purchases and proceeds from sales of investments (excluding all U.S. Government securities and short-term securities) were as follows:
| Purchases | Sales | ||
| Empower Emerging Markets Equity Fund | $483,789,197 | $497,366,719 | |
| Empower International Growth Fund | 369,847,193 | 365,388,757 | |
| Empower International Index Fund | 188,482,340 | 137,904,889 | |
| Empower International Value Fund | 164,367,213 | 318,497,807 |
For the same period, there were no purchases or sales of long-term U.S. Government securities.
Semi-Annual Report - June 30, 2025
6. SECURITIES LOANED
Each Fund has entered into a securities lending agreement with its custodian as securities lending agent. Under the terms of the agreement each Fund receives income after deductions of other amounts payable to the securities lending agent or to the borrower from lending transactions. In exchange for such fees, the securities lending agent is authorized to loan securities on behalf of each Fund against receipt of cash collateral at least equal in value at all times to the value of the securities loaned plus accrued interest. The fair value of the loaned securities is determined daily at the close of business of each Fund and necessary collateral adjustments are made between such Fund and its counterparties on the next business day through the delivery or receipt of additional collateral. Each Fund also continues to receive interest or dividends on the securities loaned. Cash collateral is invested in securities approved by the Board. Each Fund bears the risk of any deficiency in the amount of collateral available for return to a borrower due to a loss in an approved investment.
Collateral was invested in Government Money Market Funds. As of June 30, 2025, each Fund's securities on loan value and collateral received, as reported on the Statement of Assets and Liabilities, were as follows:
| Market Value | Collateral Received | ||
| Empower Emerging Markets Equity Fund | $10,699,055 | $11,163,435 | |
| Empower International Growth Fund | 10,818,043 | 11,145,921 | |
| Empower International Index Fund | 71,312,143 | 75,519,985 | |
| Empower International Value Fund | 42,920,506 | 46,382,076 | |
Under the securities lending agreement, the cash collateral received represents a secured borrowing, and is collateralized by the securities loaned. As of June 30, 2025 each Fund's class of securities loaned consisted entirely of common stock. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous. Additional information regarding each Fund's securities on loan is included in the Schedule of Investments.
7. INDEMNIFICATIONS
The Funds' organizational documents provide current and former officers and directors with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, a Fund may also enter into contracts that provide general indemnifications. A Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
8. SUBSEQUENT EVENTS
Management has reviewed all events subsequent to June 30, 2025, including the estimates inherent in the process of preparing these financial statements through the date the financial statements were issued. No subsequent events requiring adjustments or disclosures have occurred.
Semi-Annual Report - June 30, 2025
Availability of Quarterly Portfolio Schedule
Empower Funds files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form NPORT. Empower Funds' Form NPORT reports are available on the Empower Funds website at https://www.empower.com/investments/empower-funds/fund-documents, and may be reviewed and copied at the SEC's Public Reference Room in Washington,D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with the Funds' accountants during the reporting period.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that Empower Funds uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (866)-831-7129, and on the Empower Funds website at https://www.empower.com/investments/empower-funds/fund-documents.
Availability of Proxy Voting Record
Information regarding how Empower Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (866)-831-7129, and on the Empower Funds website at https://www.empower.com/investments/empower-funds/fund-documents.
Statement Regarding Basis for Approval of Investment Advisory Contract
Empower Emerging Markets Equity Fund
The Board of Directors (the "Board") of Empower Funds, Inc. ("Empower Funds"), including the Directors who are not interested persons of Empower Funds (the "Independent Directors"), at a meeting held on April 17, 2025 (the "April Board Meeting"), unanimously approved the continuation of (i) the investment advisory agreement (the "Advisory Agreement") between Empower Capital Management, LLC ("ECM") and Empower Funds, on behalf of Empower Core Strategies: International Equity Fund (the "Fund"), and (ii) the investment sub-advisory agreements (the "Sub-Advisory Agreements") by and among Empower Funds, ECM and each of the following sub-advisers (each, a "Sub-Adviser," and collectively, the "Sub-Advisers"):
Pursuant to the Advisory Agreement, ECM acts as investment adviser and, subject to oversight by the Board, directs the investments of the Fund in accordance with its investment objective, policies and limitations. ECM also provides, subject to oversight by the Board, the management and administrative services necessary for the Fund's operation. In addition, ECM is responsible for allocating the assets of the Fund among one or more sub-advisers - including, in this case, each of ILIM, Lazard and LSV. In this connection, the Fund operates under a manager-of-managers structure pursuant to an order issued by the United States Securities and Exchange Commission, which permits ECM to enter into and materially amend the Sub-Advisory Agreements with Board approval but without shareholder approval, unless the sub-adviser is an affiliated person. Under this structure, ECM is responsible for monitoring and evaluating the performance of each Sub-Adviser and for recommending the hiring, termination and replacement of each Sub-Adviser to the Board.
Pursuant to its respective Sub-Advisory Agreement, each Sub-Adviser, subject to general supervision and oversight by ECM and the Board, is responsible for the day-to-day management of the investment and reinvestment of its allocated portion of the Fund's assets, which includes making decisions to buy, sell or hold any particular security. Franklin Templeton Institutional LLC ("Franklin") managed a portion of the Fund's assets through April 30, 2025; pursuant to the Sub-Advisory Agreement between Empower Funds, ECM and Lazard, with respect to the Fund, effective April 30, 2025, Lazard replaced Franklin as the party responsible for managing the portion of the Fund's assets not allocated to ILIM and LSV.
On March 31, 2025 (the "March Meeting"), the Independent Directors met separately with independent legal counsel in advance of the April Board Meeting to evaluate information encompassing a wide variety of topics furnished by ECM and each Sub-Adviser in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreements (collectively, the "Agreements" or each, an "Agreement"), and reviewed, among other things, comparative information regarding the Fund's investment performance, fees and expenses, including data prepared by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data. Representatives of Broadridge met with
the Independent Directors at the March Meeting to review and discuss Broadridge's peer group selection methodology. In addition, at the March Meeting, the Independent Directors met separately with representatives of an independent provider of mutual fund advisory contract renewal consulting services (the "Independent Consultant") to review comparative information regarding the Fund's investment performance, fees and expenses, as well as the portion of the management fee retained and enterprise profitability data. Additionally, the Independent Directors considered supplemental information provided in response to their requests made following the March Meeting. The Independent Directors further discussed continuation of the Agreements separately with independent legal counsel, including at a separate meeting of the Independent Directors convened immediately prior to the April Board Meeting and at the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their substantial accumulated experience in governing the Fund and other series of Empower Funds. Although the Board considered the approval of the Agreements for the Fund as part of its multi-faceted annual review process of agreements across Empower Funds, the Board's approvals were made on a fund-by-fund basis.
In approving the continuation of each of the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements. The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year. Furthermore, at each of its meetings, the Board covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of advisory agreements for Empower Funds, including the services and support provided to Empower Funds, including the Fund and its shareholders. Additionally, the Board recognized that its evaluation process is evolutionary and that the factors considered and emphasis placed on relevant factors may change in recognition of changing circumstances in the mutual fund marketplace.
In its deliberations, the Board did not identify any single factor as being determinative. Rather, the Board's approvals were based on each Director's business judgment after a comprehensive consideration of the information as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality to information considered by the Board. The Independent Directors were assisted throughout the evaluation process by independent legal counsel.
Based upon its review of the Agreements and the information provided to it, the Board concluded that each Agreement was reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The principal factors and conclusions that formed the basis for the Directors' determinations to approve the continuation of the Agreements are discussed below.
Nature, Extent and Quality of Services
The Board considered the nature, extent and quality of services provided and to be provided to the Fund by ECM and the Sub-Advisers (each, an "adviser"). Among other things, the Board considered, as applicable, each adviser's organizational history and ownership, personnel, experience, resources and performance track record, its ability to provide or obtain such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Fund, and its ability to provide research and to obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Fund. With respect to personnel, the Board noted that ECM's affiliate, Empower Retirement, LLC ("Empower") provides employees, including various management professionals, who provide services on behalf of ECM - which does not have its own employees - pursuant to an intercompany agreement between ECM and Empower. (Empower is an indirect wholly-owned subsidiary of Empower of America; references herein to personnel, services, activities and resources of ECM should be understood generally as including Empower.)
The Board reviewed the qualifications, education, experience, tenure and responsibilities of, and the reporting lines and backup plans for, the senior personnel serving the Fund and the portfolio management teams responsible for the day-to-day management of the Fund, as well as each adviser's efforts to attract, retain and motivate capable personnel to serve the Fund. In addition, the Board considered, as applicable, each adviser's reputation for management of its investment strategies, its investment decision-making process, its practices regarding the selection and compensation of brokers and dealers for the execution of portfolio transactions and the procedures it uses for obtaining best execution of portfolio transactions.
In addition, the Board considered each adviser's overall financial condition and ability to carry out its obligations to the Fund and the organization's technical resources and operational capabilities, including, with respect to ECM, its investment administration functions, fund accounting services and financial reporting, as well as the controls, internal audit reviews and third-party assessments relating to such operations and services. Also considered by the Board was each organization's risk management framework, cybersecurity program and/or controls relating to enterprise resiliency, noting - as to ECM - prior
discussions with and presentations by ECM's Chief Information Security Officer. With respect to ECM, the Board also took into account various organizational developments, including integration initiatives relating to recent acquisitions, as well as various system enhancements, such as the modernization of a proprietary reconciliation platform and similar efforts to achieve operational efficiencies.
As part of its assessment of the nature, extent and quality of services, the Board evaluated information regarding each adviser's regulatory and compliance environment and compliance policies and procedures. The Board considered ECM's compliance program resources and history, reports from the Chief Compliance Officer ("CCO") about ECM's oversight of and compliance with applicable laws and regulations and compliance-related resources devoted by ECM in support of the Fund's obligations pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Rule"). The Board noted the CCO's assessment that each Sub-Adviser's compliance program appears to be reasonably designed to comply with the requirements of the Compliance Rule. The Board also considered ECM's efforts generally to ensure that third-party programs and vendors used to service the Fund - including for purposes of regulatory compliance support - are monitored effectively.
Consideration also was given to the fact that the Board meets with representatives of each Sub-Adviser and ECM every year to discuss portfolio management strategies and performance. Additionally, the quality of each adviser's communications with the Board, as well as the adviser's responsiveness to the Board, were taken into account. Also considered was each adviser's response to market volatility, changing circumstances in the mutual fund industry and investor sentiment, regulatory developments, economic indicators, monetary and fiscal policy developments and emerging issues. In this regard, the Board received information on the impacts of macroeconomic and geopolitical developments on each adviser generally and the Fund, and considered how monitoring and analysis of such developments informs each adviser's performance of its respective services to the Fund.
The Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Fund by ECM and each of the Sub-Advisers.
Investment Performance
The Board received and considered information regarding the investment performance of the Fund. Noting the Fund's inception dates of September 3, 2020 and June 25, 2018 for the Fund's Investor Class and Institutional Class, respectively, the Board reviewed performance information for the Fund's Investor Class and Institutional Class as compared against the MSCI EAFE Index, its benchmark index (the "Index"), and a "performance universe" of peer funds compiled by Broadridge, based on Lipper fund classification schema, for the one- and three-year periods ended December 31, 2024 with respect to the Investor Class, and for the one-, three- and five-year periods ended December 31, 2024 with respect to the Institutional Class. In evaluating the Fund's performance, the Board noted how the Fund performed relative to the returns of the Index and the performance universe. In addition, the Board noted that it had also received and discussed at periodic intervals information comparing the Fund's performance to that of the Index and to a peer group of funds.
The Board observed that the annualized returns of the Fund's Investor Class for the one- and three-year periods ended December 31, 2024 were in the fifth and third quintiles, respectively, of its performance universe (the first quintile being the best performers and the fifth quintile being the worst performers), with a specific performance universe ranking in the 57th percentile for the three-year period ended December 31, 2024. As to the Fund's Institutional Class, the Board observed that the Fund's annualized returns for the one-, three- and five-year periods ended December 31, 2024 were in the fourth, third and third quintiles, respectively, of its performance universe, with returns above the performance universe median for the three-year period ended December 31, 2024 and a specific performance universe ranking in the 52nd percentile for the five-year period ended December 31, 2024. The Board also observed that the Fund underperformed the Index for each period reviewed.
The Board considered performance results in light of the Fund's investment objective, strategies and risks, as disclosed in the Fund's prospectus, and in the context of overall recent market conditions. In addition, the Board considered each Sub-Adviser's investment decision-making process, the organization, experience and composition of its investment personnel and its portfolio risk controls, among other things, as well as its performance attribution commentary. The Board's assessment of performance results was also informed by its understanding of ECM's processes for overseeing and analyzing each Sub-Adviser's performance, including ECM's systematic approach to performance monitoring. Also relevant to the Board was ECM's view that the Fund meets expectations with respect to its investment objective and that ECM recommends the retention of each Sub-Adviser.
The Board determined that it was satisfied with the explanations for, oversight of and information provided regarding, the Fund's investment performance.
Costs and Profitability
The Board considered the costs of services provided by ECM and the Sub-Advisers from their relationships with the Fund. With respect to the costs of services, the Board considered the structure and the level of the investment management fees and other expenses payable by the Fund. In this regard, the Board noted that ECM's management fee includes fund accounting and fund administration services. In addition, the Board noted that ECM has contractually agreed to limit the fees and expenses of the Fund through April 30, 2026.
In evaluating the management fee and total expense ratio of the Fund, as to each of the Fund's Institutional Class and Investor Class, the Board considered the fees payable by and the total expense ratio of a peer group of funds managed by other investment advisers, as determined independently by Broadridge, based on Lipper fund classification schema. Specifically, the Board considered (i) the Fund's management fee as provided in the Advisory Agreement (the "Contractual Management Fee") in comparison to the contractual management fees of the peer group of funds and (ii) the Fund's total expense ratio in comparison to the peer group funds' total expense ratios (in all cases, net of any waivers, if applicable). In addition, the Board considered the Fund's total expense ratio in comparison to the median expense ratios for all funds in the peer groups. As part of its comprehensive evaluation, the Board also reviewed a report from the Independent Consultant assessing expenses in the context of performance and other factors.
The Board observed that, as to each class, the Fund's Contractual Management Fee and total annual operating expense ratio were lower than its peer group median contractual management fee and peer group median expense ratio, respectively, with the total annual operating expense ratio ranking in the second quintile of its respective peer group (with the first quintile being the lowest expenses and the fifth quintile being the highest expenses). In addition, the Board considered the Independent Consultant's overall conclusion that the Fund's management fees and expenses are reasonable relative to the quality of services provided, comparable management fees and expenses of similar funds and the profitability of ECM.
The Board also reviewed information regarding the fees charged by ECM and the Sub-Advisers, to similar other funds of Empower Funds managed by ECM and the Sub-Advisers and/or standard institutional fee schedules for the relevant investment strategy. The Board noted that ECM does not manage other client accounts in the same investment style as the Fund. For LSV, the Board received information regarding the fees charged to registered investment companies, separately managed accounts and commingled vehicles with similar investment objectives and policies as LSV's allocated portion of the Fund, and noted fee schedule differences and where the fee charged to ECM was higher, at particular asset levels, than that charged to certain other comparable clients or engagements. The Board considered LSV's statement that sub-advisory fee schedules are negotiated individually, based on factors that include projected size and complexity of the account and service level requirements, among other things, and that the fee charged to ECM represents a discount from the Sub-Adviser's standard fee schedule for large institutional clients. With respect to Lazard, the Board noted that the information provided by Lazard included fees for a proprietary mutual fund and separate account and that Lazard manages a sleeve of four sub-advised funds with a similar investment strategy to the Fund, which fees remain confidential. The Board also noted the Sub-Adviser's statement that the Sub-Adviser offers fees that are reasonable and appropriate in light of competitors fees, the relevant strategy, benchmark orientation, assets under management, overall relationship and level of service required, among others. Although not identified specifically as accounts or products comparable to the Fund, the Board noted that the information provided by ILIM included the fees it charged to ECM for the other series of Empower Funds sub-advised by ILIM, including other equity index funds and a passively managed sleeve of another equity fund (collectively, the "ILIM Sub-Advised Funds"). The Board also noted ILIM's statement that the sub-advisory fee charged to ECM for the Fund is consistent with pricing for mandates of similar size and for similar services. Taking into account the foregoing, the Board noted that any fees charged by the Sub-Advisers to other similar accounts and products, as applicable, appeared to be competitive with the fees charged to ECM for the Fund.
The Board further considered the overall financial soundness of ECM and the Sub-Advisers and the profits estimated to be realized by ECM and the Sub-Advisers. The Board reviewed the financial statements from ECM and the Sub-Advisers and profitability information from ECM and the Sub-Advisers.
With respect to ECM's profitability information, the Board considered that there is no recognized standard or uniform methodology for determining profitability for this purpose. Furthermore, the Board noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as ECM, and that it is difficult to make comparisons of
profitability between advisers because comparative information is not generally publicly available. The Board also reviewed a report from the Independent Consultant comparing pre-tax profitability margins for the latest available fiscal year for certain publicly-traded investment management and financial services firms, as compared to ECM's overall profits, as calculated by the Independent Consultant. The Board also compared ECM's overall pre-tax profitability margin, as calculated by ECM, to those of the publicly-traded firms in the Independent Consultant's report. The Board considered that, while ECM's overall profitability is not unreasonable, profitability information is affected by numerous factors, including the adviser's organization, capital structure and cost of capital, the types of products it manages, its mix of businesses and operating scale and the adviser's assumptions regarding allocations of revenue and expenses, including differing accounting approaches among organizations. The Board also noted that ILIM's profitability was based on its aggregate profitability for providing sub-advisory services to the ILIM Sub-Advised Funds (i.e., including the Fund).
Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by ECM and its affiliates and the Sub-Advisers were not unreasonable in relation to the nature, extent and quality of the services provided.
Economies of Scale
The Board received and considered information about the potential for ECM to experience economies of scale in the provision of services to the Fund and the extent to which potential scale benefits are shared with shareholders. In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Fund and ECM, respectively, and whether those fees include breakpoints, as well as comparative fee information, the profitability and financial condition of ECM, and the current level of the Fund's assets. The Board noted that ECM shares potential economies of scale from its business in a variety of ways, including through fee waiver arrangements, services that benefit shareholders, competitive management fee rates set at the outset, and investments in the business intended to enhance services available to the Fund and shareholders. In its evaluation, the Board noted that both the management fee schedule and the LSV sub-advisory fee schedule contained breakpoints that would reduce the relevant fee rate on assets above specified levels as the Fund's assets increased. As the Board considered the foregoing, the Board took into account that the sub-advisory fee under each Sub-Advisory Agreement is paid by ECM out of the management fee that it receives under the Advisory Agreement. Similarly, the Board took into account the foregoing in its review of data provided and developed by the Independent Consultant regarding the portion of the management fee retained by ECM for the Fund's Investor Class, which indicated that such portion was below that of the Fund's peer group.
Based on the information provided, the Board concluded that ECM's arrangements with respect to the Fund constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other Factors
The Board received and considered information regarding ancillary benefits derived or to be derived by ECM or each Sub-Adviser from their relationships with the Fund as part of the total mix of information evaluated by the Board. In this regard, the Board noted ILIM's statement that its primary "fall-out" benefit from managing the Fund is the reputational value associated with serving as Sub-Adviser, which may support its business growth in the U.S. and elsewhere in the future. As to Lazard, the Board noted Lazard may receive ancillary benefits from soft-dollar arrangements by which brokers provide research to the Sub-Adviser in return for allocating Fund brokerage to such brokers. As to LSV, the Board noted the Sub-Adviser's statement that, other than the sub-advisory fee, it does not anticipate receiving any fall-out benefits as a result of its relationship with the Fund.
The Board also noted where services were provided to the Fund by affiliates of ECM and ILIM including, in particular, the various recordkeeping, administrative and shareholder services provided by Empower pursuant to a shareholder services agreement (the "Shareholder Services Agreement"). The Board considered its assessment, as part of the Board's annual contract review process, of the services provided by and fees paid under the Shareholder Services Agreement - an assessment that included, among other things, reviews of service metrics data, the nature and quality of shareholder services, fees retained by Empower and those paid to third-party providers and Empower's estimated profitability on shareholder services fees from the Fund.
The Board also considered that the Fund is offered as an investment option on a brokerage platform sponsored by an affiliate of ECM and that an affiliate of ECM may provide asset allocation services to the Fund's investors.
The Board concluded that the Fund's management and sub-advisory fees were reasonable, taking into account any ancillary benefits derived or to be derived by ECM, the Sub-Advisers or, as applicable, their affiliates.
Conclusion
Based upon all the information considered and the conclusions reached, the Board determined that the terms of each Agreement continue to be reasonable and that the continuation of the Agreements is in the best interests of the Fund.
Empower International Growth Fund
The Board of Directors (the "Board") of Empower Funds, Inc. ("Empower Funds"), including the Directors who are not interested persons of Empower Funds (the "Independent Directors"), at a meeting held on April 17, 2025 (the "April Board Meeting"), unanimously approved the continuation of (i) the investment advisory agreement (the "Advisory Agreement") between Empower Capital Management, LLC ("ECM") and Empower Funds, on behalf of Empower International Growth Fund (the "Fund"), a series of Empower Funds; (ii) the investment sub-advisory agreement (the "JPMIM Sub-Advisory Agreement") by and among Empower Funds, ECM and J.P. Morgan Investment Management Inc. ("JPMIM") with respect to the Fund; and (iii) the investment sub-advisory agreement (the "Lazard Sub-Advisory Agreement") by and among Empower Funds, ECM and Lazard Asset Management, LLC ("Lazard" and together with JPMIM, the "Sub-Advisers" or each, a "Sub-Adviser"), with respect to the Fund. (The JPMIM Sub-Advisory Agreement and the Lazard Sub-Advisory Agreement are referred to together as the "Sub-Advisory Agreements" or each, a "Sub-Advisory Agreement.")
Pursuant to the Advisory Agreement, ECM acts as investment adviser and, subject to oversight by the Board, directs the investments of the Fund in accordance with its investment objective, policies and limitations. ECM also provides, subject to oversight by the Board, the management and administrative services necessary for the Fund's operation. In addition, ECM is responsible for allocating the Fund's assets among one or more sub-advisers - including, in this case, each of JPMIM and Lazard. In this connection, the Fund operates under a manager-of-managers structure pursuant to an order issued by the United States Securities and Exchange Commission, which permits ECM to enter into and materially amend the Sub-Advisory Agreements with Board approval but without shareholder approval, unless the sub-adviser is an affiliated person. Under this structure, ECM is responsible for monitoring and evaluating the performance of each Sub-Adviser for its sleeve of the Fund and for recommending the hiring, termination and replacement of each Sub-Adviser to the Board.
Pursuant to its respective Sub-Advisory Agreement, each Sub-Adviser, subject to general supervision and oversight by ECM and the Board, is responsible for the day-to-day management of the investment and reinvestment of its allocated portion of the Fund's portfolio, which includes making decisions to buy, sell or hold any particular security. Franklin Templeton Institutional LLC ("Franklin") managed a portion of the Fund's assets through April 30, 2025; pursuant to the Lazard Sub-Advisory Agreement, effective April 30, 2025, Lazard replaced Franklin as the party responsible for managing the portion of the Fund's assets not allocated to JPMIM.
On March 31, 2025 (the "March Meeting"), the Independent Directors met separately with independent legal counsel in advance of the April Board Meeting to evaluate information encompassing a wide variety of topics furnished by ECM and each Sub-Adviser in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreements (collectively, the "Agreements" or each, an "Agreement"), and reviewed, among other things, comparative information on the Fund's investment performance, fees and expenses, including data prepared by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data. Representatives of Broadridge met with the Independent Directors at the March Meeting to review and discuss Broadridge's peer group selection methodology. In addition, at the March Meeting, the Independent Directors met separately with representatives of an independent provider of mutual fund advisory contract renewal consulting services (the "Independent Consultant") to review comparative information regarding the Fund's investment performance, fees and expenses, as well as the portion of the management fee retained and enterprise profitability data. Additionally, the Independent Directors considered supplemental information provided in response to their requests made following the March Meeting. The Independent Directors further discussed continuation of the Agreements separately with independent legal counsel, including at a separate meeting of the Independent Directors convened immediately prior to the April Board Meeting and at the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their substantial accumulated experience in governing the Fund and other series of Empower Funds. Although the Board considered the approval of the Agreements for the Fund as part of its multi-faceted annual review process of agreements across Empower Funds, the Board's approvals were made on a fund-by-fund basis.
In approving the continuation of each of the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements. The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year. Furthermore, at each of its meetings, the Board covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of advisory agreements for Empower Funds, including the services and support provided to Empower Funds, including the Fund and its shareholders. Additionally, the Board recognized that its evaluation process is evolutionary and that the factors considered and emphasis placed on relevant factors may change in recognition of changing circumstances in the mutual fund marketplace.
In its deliberations, the Board did not identify any single factor as being determinative. Rather, the Board's approvals were based on each Director's business judgment after a comprehensive consideration of the information as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality to information considered by the Board. The Independent Directors were assisted throughout the evaluation process by independent legal counsel.
Based upon its review of the Agreements and the information provided to it, the Board concluded that each Agreement was reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The principal factors and conclusions that formed the basis for the Directors' determinations to approve the continuation of the Agreements are discussed below.
Nature, Extent and Quality of Services
The Board considered the nature, extent and quality of services provided and to be provided to the Fund by ECM and the Sub-Adviser (each, an "adviser"). Among other things, the Board considered, as applicable, each adviser's organizational history and ownership, personnel, experience, resources and performance track record, its ability to provide or obtain such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Fund, and its ability to provide research and to obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Fund. With respect to personnel, the Board noted that ECM's affiliate, Empower Retirement, LLC ("Empower") provides employees, including various management professionals, who provide services on behalf of ECM - which does not have its own employees - pursuant to an intercompany agreement between ECM and Empower. (Each of Empower and ECM is an indirect wholly-owned subsidiary of Empower Annuity Insurance Company of America ("Empower of America"). References herein to personnel, services, activities and resources of ECM should be understood generally as including Empower.)
The Board reviewed the qualifications, education, experience, tenure and responsibilities of, and the reporting lines and backup plans for, the senior personnel serving the Fund and the portfolio management team responsible for the day-to-day management of the Fund, as well as each adviser's efforts to attract, retain and motivate capable personnel to serve the Fund. In addition, the Board considered, as applicable, each adviser's reputation for management of its investment strategies, its investment decision-making process, its practices regarding the selection and compensation of brokers and dealers for the execution of portfolio transactions and the procedures it uses for obtaining best execution of portfolio transactions.
In addition, the Board considered each adviser's overall financial condition and ability to carry out its obligations to the Fund and the organization's technical resources and operational capabilities, including, with respect to ECM, its investment administration functions, fund accounting services and financial reporting, as well as the controls, internal audit reviews and third-party assessments relating to such operations and services. Also considered by the Board was each organization's risk management framework, cybersecurity program and/or controls relating to enterprise resiliency, noting - as to ECM - prior discussions with and presentations by ECM's Chief Information Security Officer. With respect to ECM, the Board also took into account various organizational developments, including integration initiatives relating to recent acquisitions, as well as various system enhancements, such as the modernization of a proprietary reconciliation platform and similar efforts to achieve operational efficiencies.
As part of its assessment of the nature, extent and quality of services, the Board evaluated information regarding each adviser's regulatory and compliance environment and compliance policies and procedures. The Board considered ECM's compliance program resources and history, reports from the Chief Compliance Officer ("CCO") about ECM's oversight of compliance with applicable laws and regulations and compliance-related resources devoted by ECM in support of the Fund's obligations pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Rule"). The Board noted the CCO's assessment that the Sub-Adviser's compliance program appears to be reasonably designed to comply with the requirements of the Compliance Rule. The Board also considered ECM's efforts generally to ensure that third-party programs and vendors used to service the Fund - including for purposes of regulatory compliance support - are monitored effectively.
Consideration also was given to the fact that the Board meets with representatives of each Sub-Adviser and ECM every year to discuss portfolio management strategies and performance. Additionally, the quality of each adviser's communications with the Board, as well as the adviser's responsiveness to the Board, were taken into account. Also considered was each adviser's response to market volatility, changing circumstances in the mutual fund industry and investor sentiment, regulatory developments, economic indicators, monetary and fiscal policy developments and emerging issues. In this regard, the Board received information on the impacts of macroeconomic and geopolitical developments on each adviser generally and/or the Fund, and considered how monitoring and analysis of such developments informs each adviser's performance of its respective services to the Fund.
The Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Fund by ECM and the Sub-Adviser.
Investment Performance
The Board received and considered information regarding the investment performance of the Fund. The Board reviewed performance information for the Fund's Investor Class and Institutional Class as compared against a benchmark index and a "performance universe" of peer funds compiled by Broadridge, based on Lipper fund classification schema. This performance data included, among other things, annualized returns for the one-, three-, five- and ten-year periods ended December 31, 2024 with respect to the Investor Class, and, for the Institutional Class, annualized returns for the one-, three- and five-year periods ended December 31, 2024. In evaluating the performance of the Fund, the Board noted how the Fund performed relative to the returns of a benchmark index and the performance universe. In addition, the Board noted that it had also received and discussed at periodic intervals information comparing the Fund's performance to that of a benchmark index and to a peer group of funds.
The Board observed that the annualized returns of the Fund's Investor Class for the one-, three-, five- and ten-year periods ended December 31, 2024 were in the third, fourth, fourth and fourth quintiles, respectively, of its performance universe (the first quintile being the best performers and the fifth quintile being the worst performers). The Board also observed that the annualized returns of the Fund's Institutional Class for the one-, three and five-year periods ended December 31, 2024 were in the third, fourth and fourth quintiles, respectively, of its performance universe and exceeding its performance universe median for the one-year period ended December 31, 2024. In addition, the Board observed that the Fund underperformed the MSCI EAFE Growth Index for each period reviewed, with the exception of the one-year period ended December 31, 2024.
The Board considered performance results in light of the Fund's investment objective, strategies and risks, as disclosed in the Fund's prospectus, and in the context of overall recent market conditions. In addition, the Board took into account that Lazard only recently commenced management of its allocated portion of the Fund's portfolio and that, in connection with the Board's initial consideration of the Lazard Sub-Advisory Agreement at its February 19-20, 2025 meeting (the "February Board Meeting"), the Adviser reviewed and discussed the Fund's underperformance, including as compared to the Index, and the relative attribution of such underperformance to Franklin's previously allocated portion of the Fund's portfolio. Relatedly, the Board considered the Adviser's multi-step process for screening and identifying prospective replacement sub-advisers and the rationale for ultimately recommending the engagement of Lazard, including the degree to which Lazard's investment strategy is expected to complement JPMIM's capabilities and approach. The Board also considered each Sub-Adviser's investment decision-making process, the organization, composition and experience of its investment personnel and its portfolio risk controls, among other things, as well as its performance attribution commentary, as applicable.
The Board's assessment of performance was also informed by its understanding of ECM's processes for overseeing and analyzing each Sub-Adviser's performance, including ECM's systematic approach to performance monitoring. Also relevant to the Board's evaluation was ECM's assessment that the Fund meets expectations with respect to its investment objective and that ECM recommends the retention of each Sub-Adviser.
The Board determined that it was satisfied with the explanations for, oversight of and information provided regarding the Fund's investment performance.
Costs and Profitability
The Board considered the costs of services provided by ECM and the Sub-Advisers from their relationships with the Fund. The Board also reviewed an analysis prepared by the Independent Consultant regarding the actual net advisory fee, sub-advisory fee and advisory fee retained by ECM for the Fund's Investor Class and Institutional Class, as compared to share classes of other sub-advised funds within the same Morningstar peer group and publicly disclosed sub-advisory fees.
With respect to the costs of services, the Board considered the structure and the level of the investment management fees and other expenses payable by the Fund. In this regard, the Board noted that ECM's management fee includes fund accounting and fund administration services. Furthermore, the Board noted that ECM has contractually agreed to limit the fees and expenses of the Fund for a one-year renewable term through April 30, 2026.
In evaluating the management fee and total expense ratio of the Fund's Investor and Institutional Classes, the Board considered the fees payable by and the total expense ratios of peer groups of funds managed by other investment advisers, as determined independently by Broadridge, based on Lipper fund classification schema. Specifically, the Board considered for each class (i) the Fund's management fee as provided in the Advisory Agreement (the "Contractual Management Fee") in comparison to the contractual management fees of the peer group of funds and (ii) the Fund's total expense ratio in comparison to the peer group funds' total expense ratios (in all cases, net of any waivers, if applicable). In addition, the Board considered the Fund's total expense ratio in comparison to the median expense ratios for all funds in the peer groups. As part of its comprehensive evaluation, the Board also reviewed a report from the Independent Consultant assessing expenses in the context of performance and other factors.
The Board observed that, although the Contractual Management Fee for the Investor Class was equal to its peer group median contractual management fee, the Contractual Management Fee for the Institutional Class was lower than its peer group median contractual management fee. The Board also observed that the total annual operating expense ratio for each of the Fund's Investor Class and Institutional Class ranked in the fourth quintile of its respective peer group (with the first quintile being the lowest expenses and the fifth quintile being the highest expenses), specifically ranking in the 63rd percentile of its respective peer group as to each class. In addition, the Board considered the Independent Consultant's overall conclusion that the Fund's management fees and expenses are reasonable relative to the quality of services provided, comparable management fees and expenses of similar funds and the profitability of ECM.
The Board received information regarding the fees charged by ECM to separate accounts and other products managed by ECM and noted that ECM does not manage other client accounts in the same investment style as the Fund. The Board also received information from JPMIM regarding the fee schedule for a sub-advised client managed with JPMIM's international growth strategy. The Board considered JPMIM's statement that fee schedules take into account various factors, including, but not limited to, the overall relationship, initial size of the mandate, anticipated flows and projected growth, competitor data and fees charged for comparable products in the fund industry. In addition, the Board noted that the fee charged by JPMIM to the client identified as comparable was higher than the fee charged to ECM and, unlike the sub-advisory fee schedule under the JPMIM Sub-Advisory Agreement, did not include breakpoints. Also noted was JPMIM's statement that the Fund's sub-advisory fees are competitive and in line with similar mandates. With respect to Lazard, the Board recalled its review of information from Lazard presented at the February Board Meeting regarding the fee schedules for its proprietary mutual fund and a separate account managed in accordance with the firm's international quality growth strategy, noting that, unlike the proposed sub-advisory fee for the Fund, Lazard's proprietary mutual fund fee schedule did not include breakpoints. Also noted was Lazard's statement that it seeks to offer clients fees that are reasonable and appropriate, taking into account a number of factors, including, but not limited to, a competitive review of the market, the relevant strategy, benchmark orientation, assets under management, overall relationship, level of service required and other relevant information. In addition, the Board noted that ECM, not the Fund, pays the sub-advisory fees to each Sub-Adviser and that such fees were negotiated at arm's length between ECM and each Sub-Adviser.
The Board further considered the overall financial soundness of ECM and the Sub-Advisers and the profits estimated to have been realized by ECM and its affiliates and by each Sub-Adviser. The Board reviewed the financial statements and profitability information from ECM and each Sub-Adviser.
With respect to ECM's profitability information, the Board considered that there is no recognized standard or uniform methodology for determining profitability for this purpose. Furthermore, the Board noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as ECM, and that it is difficult to make comparisons of profitability between advisers because comparative information is not generally publicly available. The Board also reviewed a report from the Independent Consultant comparing pre-tax profitability margins for the latest available fiscal year for certain publicly-traded investment management and financial services firms, as compared to ECM's overall profits, as calculated by the Independent Consultant. The Board also compared ECM's overall pre-tax profitability margin, as calculated by ECM, to those of the publicly-traded firms in the Independent Consultant's report. The Board considered that, while ECM's overall profitability is not unreasonable, profitability information is affected by numerous factors, including the adviser's organization, capital structure and cost of capital, the types of products it manages, its mix of businesses and operating scale and the adviser's assumptions regarding allocations of revenue and expenses, including differing accounting approaches among
organizations. In evaluating the information provided by JPMIM, the Board noted that the Sub-Adviser's profitability data was based on the Sub-Adviser's aggregate profitability for providing sub-advisory services to certain of the Empower Funds, including the Fund. With respect to Lazard, the Board considered that the Lazard Sub-Advisory Agreement is arm's length and Lazard only recently commenced management of its allocated portion of the Fund's portfolio and, in this connection, took into account the estimated profitability provided by Lazard for purposes of the Board's consideration of the Lazard Sub-Advisory Agreement at the February Board Meeting.
Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by ECM and its affiliates were not unreasonable in relation to the nature, extent and quality of the services provided.
Economies of Scale
The Board received and considered information about the potential for ECM to experience economies of scale in the provision of services to the Fund and the extent to which potential scale benefits are shared with shareholders. In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Fund and ECM, respectively, and whether those fees include breakpoints, as well as comparative fee information, the profitability and financial condition of ECM, and the current level of Fund assets. The Board noted that ECM shares potential economies of scale from its business in a variety of ways, including through fee waiver arrangements, services that benefit shareholders, competitive management fee rates set at the outset, and investments in the business intended to enhance services available to the Fund and shareholders.
In its evaluation, the Board noted that both the management fee schedule and the sub-advisory fee schedule for each Sub-Advisory Agreement contained breakpoints that would reduce the relevant fee rate on assets above specified levels as the Fund's assets increased, although the breakpoints in the JPMIM and Lazard sub-advisory fee schedules take effect at lower asset levels than for the management fee. Similarly, the Board took into account the foregoing in its review of data provided and developed by the Independent Consultant regarding the portion of the management fee retained by ECM, which indicated that such portion was above that of the Fund's peer group for the Institutional Class, but below that of the Fund's peer group as to the Investor Class. Important to the Board's assessment of all of the foregoing was that the sub-advisory fees under the Sub-Advisory Agreements are paid by ECM out of the management fee that it receives under the Advisory Agreement and the sub-advisory fees are negotiated at arm's-length.
Based on the information provided, the Board concluded that ECM's arrangements with respect to the Fund constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other Factors
The Board received and considered information regarding ancillary benefits derived or to be derived by ECM or the Sub-Advisers from their relationships with the Fund as part of the total mix of information evaluated by the Board. With respect to Lazard, the Board noted the Sub-Adviser's statement that it generally will not receive any financial benefit from its management of the Fund aside from the sub-advisory fee and research obtained through soft dollar equity commission credits (i.e., by which brokers provide research to Lazard in return for allocating brokerage of its sleeve of the Fund to such brokers). As to JPMIM, the Board noted the Sub-Adviser's statement that it is aware of no direct or indirect benefits that have been derived from its relationship to the Fund.
The Board noted where services were provided to the Fund by affiliates of ECM, including, in particular, the various recordkeeping, administrative and shareholder services provided by Empower pursuant to a shareholder services agreement (the "Shareholder Services Agreement"). The Board considered its assessment, as part of the Board's annual contract review process, of the services provided by and fees paid under the Shareholder Services Agreement - an assessment that included, among other things, reviews of service metrics data, the nature and quality of shareholder services, fees retained by Empower and those paid to third-party providers and Empower's estimated profitability on shareholder services fees from the Fund.
In addition to the foregoing arrangements, the Board took into account the fact that the Fund is used as a funding vehicle under variable life and annuity contracts offered by insurance companies affiliated with ECM and as a funding vehicle under retirement plans for which affiliates of ECM may provide various retirement plan services. Additionally, the Board considered the extent to which Empower of America and/or its affiliated insurance companies may receive benefits under the federal income tax laws with respect to tax deductions and credits, and evaluated information provided by ECM in this regard.
The Board concluded that the Fund's management and sub-advisory fees were reasonable, taking into account any ancillary benefits derived by ECM, its affiliates or the Sub-Advisers.
Conclusion
Based upon all the information considered and the conclusions reached, the Board determined that the terms of each Agreement continue to be reasonable and that the continuation of the Agreements is in the best interests of the Fund.
Empower International Index Fund
The Board of Directors (the "Board") of Empower Funds, Inc. ("Empower Funds"), including the Directors who are not interested persons of Empower Funds (the "Independent Directors"), at a meeting held on April 17, 2025 (the "April Board Meeting"), unanimously approved the continuation of (i) the investment advisory agreement (the "Advisory Agreement") between Empower Capital Management, LLC ("ECM") and Empower Funds, on behalf of Empower International Index Fund (the "Fund"), a series of Empower Funds, and (ii) the investment sub-advisory agreement (the "Sub-Advisory Agreement") by and among Empower Funds, ECM and Irish Life Investment Managers Limited ("ILIM" or the "Sub-Adviser"), with respect to the Fund. (ECM is a wholly-owned subsidiary of Empower Annuity Insurance Company of America ("Empower of America"). ILIM is an affiliate of ECM and Empower of America.)
Pursuant to the Advisory Agreement, ECM acts as investment adviser and, subject to oversight by the Board, directs the investments of the Fund in accordance with its investment objective, policies and limitations. ECM also provides, subject to oversight by the Board, the management and administrative services necessary for the Fund's operation. ECM is also responsible for monitoring and evaluating the performance of the Sub-Adviser and for recommending the hiring, termination and replacement of the Sub-Adviser to the Board.
Pursuant to the Sub-Advisory Agreement, the Sub-Adviser, subject to general supervision and oversight by ECM and the Board, is responsible for the day-to-day management of the investment and reinvestment of the Fund's assets, which includes making decisions to buy, sell or hold any particular security.
On March 31, 2025 (the "March Meeting"), the Independent Directors met separately with independent legal counsel in advance of the April Board Meeting to evaluate information encompassing a wide variety of topics furnished by ECM and the Sub-Adviser in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreement (collectively, the "Agreements" or each, an "Agreement"), and reviewed, among other things, comparative information on the Fund's investment performance, fees and expenses, including data prepared by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data. Representatives of Broadridge met with the Independent Directors at the March Meeting to review and discuss Broadridge's peer group selection methodology. In addition, at the March Meeting, the Independent Directors met separately with representatives of an independent provider of mutual fund advisory contract renewal consulting services (the "Independent Consultant") to review comparative information regarding the Fund's investment performance, fees and expenses, as well as the portion of the management fee retained and enterprise profitability data. Additionally, the Independent Directors considered supplemental information provided in response to their requests made following the March Meeting. The Independent Directors further discussed continuation of the Agreements separately with independent legal counsel, including at a separate meeting of the Independent Trustees convened immediately prior to the April Board Meeting and at the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their substantial accumulated experience in governing the Fund and other series of Empower Funds. Although the Board considered the approval of the Agreements for the Fund as part of its multi-faceted annual review process of agreements across Empower Funds, the Board's approvals were made on a fund-by-fund basis.
In approving the continuation of each of the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements. The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year. Furthermore, at each of its meetings, the Board covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of advisory agreements for Empower Funds, including the services and support provided to Empower Funds, including the Fund and its shareholders. Additionally, the Board recognized that its evaluation process is evolutionary and that the factors considered and emphasis placed on relevant factors may change in recognition of changing circumstances in the mutual fund marketplace.
In its deliberations, the Board did not identify any single factor as being determinative. Rather, the Board's approvals were based on each Director's business judgment after a comprehensive consideration of the information as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality to information considered by the Board. The Independent Directors were assisted throughout the evaluation process by independent legal counsel.
Based upon its review of the Agreements and the information provided to it, the Board concluded that each Agreement was reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The principal factors and conclusions that formed the basis for the Directors' determinations to approve the continuation of the Agreements are discussed below.
Nature, Extent and Quality of Services
The Board considered the nature, extent and quality of services provided and to be provided to the Fund by ECM and the Sub-Adviser (each, an "adviser"). Among other things, the Board considered, as applicable, each adviser's organizational history and ownership, personnel, experience, resources and performance track record, its ability to provide or obtain such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Fund, and its ability to provide research and to obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Fund. With respect to personnel, the Board noted that ECM's affiliate, Empower Retirement, LLC ("Empower") provides employees, including various management professionals, who provide services on behalf of ECM - which does not have its own employees - pursuant to an intercompany agreement between ECM and Empower. (Empower is an indirect wholly-owned subsidiary of Empower of America. References herein to personnel, services, activities and resources of ECM should be understood generally as including Empower.)
The Board reviewed the qualifications, education, experience, tenure and responsibilities of, and the reporting lines and backup plans for, the senior personnel serving the Fund and the portfolio management team responsible for the day-to-day management of the Fund and each adviser's efforts to attract, retain and motivate capable personnel to serve the Fund. The Board also considered, as applicable, each adviser's reputation for management of its investment strategies, as well as the Sub-Adviser's practices regarding the selection and compensation of brokers and dealers for the execution of portfolio transactions and the procedures it uses for obtaining best execution of portfolio transactions.
In addition, the Board considered, as applicable, each adviser's overall financial condition and ability to carry out its obligations to the Fund and the organization's technical resources and operational capabilities, including, with respect to ECM, its investment administration functions, fund accounting services and financial reporting, as well as the controls, internal audit reviews and third-party assessments relating to such operations and services. Also considered by the Board was each organization's risk management framework, cybersecurity program and/or controls relating to enterprise resiliency, noting - as to ECM - prior discussions with and presentations by ECM's Chief Information Security Officer. With respect to ECM, the Board also took into account various organizational developments, including integration initiatives relating to recent acquisitions, as well as various system enhancements, such as the modernization of a proprietary reconciliation platform and similar efforts to achieve operational efficiencies.
As part of its assessment of the nature, extent and quality of services, the Board evaluated information regarding each adviser's regulatory and compliance environment and compliance policies and procedures. The Board considered ECM's compliance program resources and history, reports from the Chief Compliance Officer ("CCO") about ECM's oversight of and compliance with applicable laws and regulations and compliance-related resources devoted by ECM in support of the Fund's obligations pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Rule"). The Board noted the CCO's assessment that the Sub-Adviser's compliance program appears to be reasonably designed to comply with the requirements of the Compliance Rule. The Board also considered ECM's efforts generally to ensure that third-party programs and vendors used to service the Fund - including for purposes of regulatory compliance support - are monitored effectively.
Consideration also was given to the fact that the Board meets with representatives of the Sub-Adviser and ECM each year to discuss portfolio management strategies and performance. Additionally, the quality of each adviser's communications with the Board, as well as the adviser's responsiveness to the Board, were taken into account. Also considered was each adviser's response to market volatility, changing circumstances in the mutual fund industry and investor sentiment, regulatory developments, economic indicators, monetary and fiscal policy developments and emerging issues. In this regard, the Board received information on the impacts of macroeconomic and geopolitical developments on each adviser generally and the Fund, and considered how monitoring and analysis of such developments informs each adviser's performance of its respective services to the Fund.
The Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Fund by ECM and the Sub-Adviser.
Investment Performance
The Board received and considered information regarding the investment performance of the Fund. In assessing the Fund's performance, the Board considered that the Fund's investment objective is to seek investment results that, before fees and expenses, track the total return of the common stocks that comprise the MSCI EAFE (Europe, Australia, Far East) Index (the "Index"). Therefore, the Board evaluated the performance information for the Fund's Investor Class and Institutional Class as compared to the Index and a "performance universe" of peer funds compiled by Broadridge, based on Lipper fund classification schema. This performance data included, among other things, annualized returns for the one-, three- and five-year periods ended December 31, 2024. The Board noted that it had also received and discussed at periodic intervals information comparing the Fund's performance to that of the Index and to a peer group of funds.
The Board observed that although the annualized returns of the Fund's Investor Class were in the fourth quintile of its performance universe for the one-year period ended December 31, 2024 (the first quintile being the best performers and the fifth quintile being the worst performers), the annualized returns of the Investor Class were in the third quintile of its performance universe for each of the three-, five- and ten-year periods ended December 31, 2024, exceeding its performance universe median for the three- and ten-year periods and specifically ranking in the 59th percentile of its performance universe with respect to the performance for the five-year period. Similarly, with respect to the Fund's Institutional Class, the Board observed that although the annualized returns were in the fourth quintile of its performance universe for the one-year period ended December 31, 2024, the annualized returns for the three- and five-year periods ended December 31, 2024 were in the second and third quintiles, respectively, of its performance universe, exceeding its performance universe median for each such period.
In evaluating the performance data, the Board considered the Fund's investment objective, strategies and risks, as disclosed in the Fund's prospectus, noting that the Fund is not actively managed. Thus, the Board also considered the extent to which the Fund achieved its objective to provide investment results that, before fees and expenses, track the total return of the Index. The Board observed that, although the Fund underperformed the Index for each period reviewed, such underperformance was attributable primarily to the Fund's fees and expenses and that the Fund's performance on a gross of fees and expenses basis (i.e, excluding the effect of fees and expenses on Fund performance) exceeded the Index for each period reviewed, with the exception of the one-year period ended December 31, 2024, indicating that the Fund tracked the Index in an appropriate manner over the longer term.
The Board considered the Sub-Adviser's approach to managing indexed investment portfolios, the organization, composition and experience of its investment personnel and its portfolio risk controls, among other things. In addition, the Board considered ECM's processes for overseeing and analyzing the Sub-Adviser's performance, including ECM's systematic approach to performance monitoring. The Board noted its discussions with the Fund's portfolio management team, including at the Board's September 25-26, 2024 meeting, regarding performance attribution, trading costs, cash flows and the management of Index changes, among other things. Also relevant to the Board's analysis were ECM's processes for overseeing and analyzing the Sub-Adviser's performance, including ECM's systematic approach to performance monitoring. Furthermore, the Board considered ECM's assessment that the Fund meets expectations with respect to its investment objective and that ECM recommends the retention of the Sub-Adviser.
The Board determined that it was satisfied with the explanations for, oversight of and information provided regarding the Fund's investment performance.
Costs and Profitability
The Board considered the costs of services provided by ECM and the Sub-Adviser from their relationships with the Fund. The Board also reviewed an analysis prepared by the Independent Consultant regarding the actual net advisory fee, sub-advisory fee and advisory fee retained by ECM for the Fund's Investor Class and Institutional Class, as compared to share classes of other sub-advised Funds within the same Morningstar peer group and publicly disclosed sub-advisory fees.
With respect to the costs of services, the Board considered the structure and the level of the investment management fees and other expenses payable by the Fund. In this regard, the Board noted that ECM's management fee includes fund accounting and fund administration services. Furthermore, the Board noted that ECM has contractually agreed to limit the fees and expenses of the Fund for a one-year renewable term through April 30, 2026.
In evaluating the management fee and total expense ratio of the Fund's Investor and Institutional Classes, the Board considered the fees payable by and the total expense ratios of peer groups of funds managed by other investment advisers, as determined independently by Broadridge, based on Lipper fund classification schema. Specifically, for each class the Board considered (i) the Fund's management fee as provided in the Advisory Agreement (the "Contractual Management Fee") in comparison to the contractual management fees of the peer group of funds and (ii) the Fund's total expense ratio in comparison to the peer group funds' total expense ratios (in all cases, net of any waivers, if applicable). In addition, the Board considered the Fund's total expense ratio in comparison to the median expense ratios for all funds in the peer groups. As part of its comprehensive evaluation, the Board also reviewed a report from the Independent Consultant assessing expenses in the context of performance and other factors.
The Board observed that the Fund's Contractual Management Fee was lower than the median contractual management fee of the peer group of funds for each class. The Board also observed that the total annual operating expense ratio for each class of the Fund was lower than its respective peer group median expense ratio, ranking in the third quintile of its respective peer group (with the first quintile being the lowest expenses and the fifth quintile being the highest expenses). In addition, the Board considered the Independent Consultant's overall conclusion that the Fund's management fees and expenses are reasonable relative to the quality of services provided, comparable management fees and expenses of similar funds and the profitability of ECM.
The Board received information regarding the fees charged by ECM to separate accounts and other products managed by ECM and noted that ECM does not manage other client accounts in the same investment style as the Fund. Although not identified specifically as accounts or products comparable to the Fund, the Board noted that the information provided by the Sub-Adviser included the fees charged by ILIM to ECM for the other series of Empower Funds sub-advised by ILIM, including other equity index funds and passively managed sleeves of two other equity funds, Empower Core Strategies: U.S. Equity Fund and Empower Core Strategies: International Equity Fund (collectively, the "ILIM Sub-Advised Funds"). The Board also noted the Sub-Adviser's statement that the sub-advisory fee charged to ECM for the Fund is consistent with pricing for mandates of similar size and services.
The Board further considered the overall financial soundness of ECM and the Sub-Adviser and the profits estimated to have been realized by ECM and its affiliates and by the Sub-Adviser. The Board reviewed the financial statements and profitability information from ECM and the Sub-Adviser.
With respect to ECM's profitability information, the Board considered that there is no recognized standard or uniform methodology for determining profitability for this purpose. Furthermore, the Board noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as ECM, and that it is difficult to make comparisons of profitability between advisers because comparative information is not generally publicly available. The Board also reviewed a report from the Independent Consultant comparing pre-tax profitability margins for the latest available fiscal year for certain publicly-traded investment management and financial services firms, as compared to ECM's overall profits, as calculated by the Independent Consultant. The Board also compared ECM's overall pre-tax profitability margin, as calculated by ECM, to those of the publicly-traded firms in the Independent Consultant's report. The Board considered that, while ECM's overall profitability is not unreasonable, profitability information is affected by numerous factors, including the adviser's organization, capital structure and cost of capital, the types of products it manages, its mix of businesses and operating scale and the adviser's assumptions regarding allocations of revenue and expenses, including differing accounting approaches among organizations. In evaluating the information provided by the Sub-Adviser, the Board noted that the Sub-Adviser's profitability was based on the Sub-Adviser's aggregate profitability for providing sub-advisory services to the ILIM Sub-Advised Funds (i.e., including the Fund).
Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by ECM and its affiliates and the Sub-Adviser were not unreasonable in relation to the nature, extent and quality of the services provided.
Economies of Scale
The Board received and considered information about the potential for ECM to experience economies of scale in the provision of services to the Fund and the extent to which potential scale benefits are shared with shareholders. In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Fund and ECM, respectively, and whether those fees include breakpoints, as well as comparative fee information, the
profitability and financial condition of ECM, and the current level of Fund assets. The Board noted that ECM shares potential economies of scale from its business in a variety of ways, including through services that benefit shareholders, competitive management fee rates set at the outset and investments in the business intended to enhance services available to the Fund and shareholders.
In its evaluation, the Board noted that the management fee schedule contained breakpoints that would reduce the management fee rate on assets above specified levels as the Fund's assets increased. The Board took into account the foregoing in its review of data provided and developed by the Independent Consultant regarding the portion of the management fee retained by ECM, which indicated that such portion was above the peer group median with respect to each class of the Fund. The Board also recalled its observations that the Fund's Contractual Management Fee was lower than the median contractual management fee of the group of funds for each class. Additionally, the Board took into account that the sub-advisory fee under the Sub-Advisory Agreement is paid by ECM out of the management fee it receives under the Advisory Agreement and that, as noted, the management fee schedule includes breakpoints.
Based on the information provided, the Board concluded that ECM's arrangements with respect to the Fund constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other Factors
The Board received and considered information regarding ancillary benefits derived or to be derived by ECM or the Sub-Adviser from their relationships with the Fund as part of the total mix of information evaluated by the Board. In this regard, the Board noted the Sub-Adviser's statement that its primary "fall-out" benefit from managing the Fund is the reputational value associated with serving as Sub-Adviser which may support its business growth in the U.S. and elsewhere in the future.
The Board noted where services were provided to the Fund by affiliates of ECM and the Sub-Adviser, including, in particular, the various recordkeeping, administrative and shareholder services provided by Empower pursuant to a shareholder services agreement (the "Shareholder Services Agreement"). The Board considered its assessment, as part of the Board's annual contract review process, of the services provided by and fees paid under the Shareholder Services Agreement - an assessment that included, among other things, reviews of service metrics data, the nature and quality of shareholder services, fees retained by Empower and those paid to third-party providers and Empower's estimated profitability on shareholder services fees from the Fund.
In addition to the foregoing arrangements, the Board took into account the fact that the Fund is used as a funding vehicle under variable life and annuity contracts offered by insurance companies affiliated with ECM and as a funding vehicle under retirement plans for which affiliates of ECM may provide various retirement plan services. Additionally, the Board considered the extent to which Empower of America and/or its affiliated insurance companies may receive benefits under the federal income tax laws with respect to tax deductions and credits, and evaluated information provided by ECM in this regard.
The Board concluded that the Fund's management and sub-advisory fees were reasonable, taking into account any ancillary benefits derived by ECM, the Sub-Adviser or their affiliates.
Conclusion
Based upon all the information considered and the conclusions reached, the Board determined that the terms of each Agreement continue to be reasonable and that the continuation of the Agreements is in the best interests of the Fund.
Empower International Value Fund
The Board of Directors (the "Board") of Empower Funds, Inc. ("Empower Funds"), including the Directors who are not interested persons of Empower Funds (the "Independent Directors"), at a meeting held on April 17, 2025 (the "April Board Meeting"), unanimously approved the continuation of (i) the investment advisory agreement (the "Advisory Agreement") between Empower Capital Management, LLC ("ECM") and Empower Funds, on behalf of Empower International Value Fund (the "Fund"), a series of Empower Funds, (ii) the investment sub-advisory agreement (the "LSV Sub-Advisory Agreement") by and among Empower Funds, ECM and LSV Asset Management ("LSV"), with respect to the Fund, and (iii) the investment sub-advisory agreement (the "MFS Sub-Advisory Agreement") by and among Empower Funds, ECM and Massachusetts
Financial Services Company ("MFS" and together with LSV, the "Sub-Advisers" or each, a "Sub-Adviser"), with respect to the Fund. (The LSV Sub-Advisory Agreement and the MFS Sub-Advisory Agreement are referred to together as the "Sub-Advisory Agreements" or each, a "Sub-Advisory Agreement.")
Pursuant to the Advisory Agreement, ECM acts as investment adviser and, subject to oversight by the Board, directs the investments of the Fund in accordance with its investment objective, policies and limitations. ECM also provides, subject to oversight by the Board, the management and administrative services necessary for the Fund's operation. In addition, ECM is responsible for allocating the Fund's assets among one or more sub-advisers - including, in this case, each of LSV and MFS. In this connection, the Fund operates under a manager-of-managers structure pursuant to an order issued by the United States Securities and Exchange Commission, which permits ECM to enter into and materially amend the Sub-Advisory Agreements with Board approval but without shareholder approval, unless the sub-adviser is an affiliated person. Under this structure, ECM is responsible for monitoring and evaluating the performance of each Sub-Adviser for its sleeve of the Fund and for recommending the hiring, termination and replacement of each Sub-Adviser to the Board.
Pursuant to its respective Sub-Advisory Agreement, each Sub-Adviser, subject to general supervision and oversight by ECM and the Board, is responsible for the day-to-day management of the investment and reinvestment of its allocated portion of the Fund's portfolio, which includes making decisions to buy, sell or hold any particular security.
On March 31, 2025 (the "March Meeting"), the Independent Directors met separately with independent legal counsel in advance of the April Board Meeting to evaluate information encompassing a wide variety of topics furnished by ECM and each Sub-Adviser in connection with the proposed continuation of the Advisory Agreement and Sub-Advisory Agreements (collectively, the "Agreements" or each, an "Agreement"), and reviewed, among other things, comparative information on the Fund's investment performance, fees and expenses, including data prepared by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data. Representatives of Broadridge met with the Independent Directors at the March Meeting to review and discuss Broadridge's peer group selection methodology. In addition, at the March Meeting, the Independent Directors met separately with representatives of an independent provider of mutual fund advisory contract renewal consulting services (the "Independent Consultant") to review comparative information regarding the Fund's investment performance, fees and expenses, as well as the portion of the management fee retained and enterprise profitability data. Additionally, the Independent Directors considered supplemental information provided in response to their requests made following the March Meeting. The Independent Directors further discussed continuation of the Agreements separately with independent legal counsel, including at a separate meeting of the Independent Directors convened immediately prior to the April Board Meeting and at the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their substantial accumulated experience in governing the Fund and other series of Empower Funds. Although the Board considered the approval of the Agreements for the Fund as part of its multi-faceted annual review process of agreements across Empower Funds, the Board's approvals were made on a fund-by-fund basis.
In approving the continuation of each of the Agreements, the Board considered such information as the Board deemed reasonably necessary to evaluate the terms of the Agreements. The Board noted that performance information is provided to the Board on an ongoing basis at regular Board meetings held throughout the year. Furthermore, at each of its meetings, the Board covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of advisory agreements for Empower Funds, including the services and support provided to Empower Funds, including the Fund and its shareholders. Additionally, the Board recognized that its evaluation process is evolutionary and that the factors considered and emphasis placed on relevant factors may change in recognition of changing circumstances in the mutual fund marketplace.
In its deliberations, the Board did not identify any single factor as being determinative. Rather, the Board's approvals were based on each Director's business judgment after a comprehensive consideration of the information as a whole. Individual Directors may have weighed certain factors differently and assigned varying degrees of materiality to information considered by the Board. The Independent Directors were assisted throughout the evaluation process by independent legal counsel.
Based upon its review of the Agreements and the information provided to it, the Board concluded that each Agreement was reasonable in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The principal factors and conclusions that formed the basis for the Directors' determinations to approve the continuation of the Agreements are discussed below.
Nature, Extent and Quality of Services
The Board considered the nature, extent and quality of services provided and to be provided to the Fund by ECM and each Sub-Adviser (each, an "adviser"). Among other things, the Board considered, as applicable, each adviser's organizational history and ownership, personnel, experience, resources and performance track record, its ability to provide or obtain such services as may be necessary in managing, acquiring and disposing of investments on behalf of the Fund, and its ability to provide research and to obtain and evaluate the economic, statistical and financial data relevant to the investment policies of the Fund. With respect to personnel, the Board noted that ECM's affiliate, Empower Retirement, LLC ("Empower") provides employees, including various management professionals, who provide services on behalf of ECM - which does not have its own employees - pursuant to an intercompany agreement between ECM and Empower. (Each of Empower and ECM is an indirect wholly-owned subsidiary of Empower Annuity Insurance Company of America ("Empower of America"). References herein to personnel, services, activities and resources of ECM should be understood generally as including Empower.)
The Board reviewed the qualifications, education, experience, tenure and responsibilities of, and the reporting lines and backup plans for, the senior personnel serving the Fund and the portfolio management teams responsible for the day-to-day management of the Fund, as well as each adviser's efforts to attract, retain and motivate capable personnel to serve the Fund. In addition, the Board considered, as applicable, each adviser's reputation for management of its investment strategies, its investment decision-making process, its practices regarding the selection and compensation of brokers and dealers for the execution of portfolio transactions and the procedures it uses for obtaining best execution of portfolio transactions.
In addition, the Board considered each adviser's overall financial condition and ability to carry out its obligations to the Fund and the organization's technical resources and operational capabilities, including, with respect to ECM, its investment administration functions, fund accounting services and financial reporting, as well as the controls, internal audit reviews and third-party assessments relating to such operations and services. Also considered by the Board was each organization's risk management framework, cybersecurity program and/or controls relating to enterprise resiliency, noting - as to ECM - prior discussions with and presentations by ECM's Chief Information Security Officer. With respect to ECM, the Board also took into account various organizational developments, including integration initiatives relating to recent acquisitions, as well as various system enhancements, such as the modernization of a proprietary reconciliation platform and similar efforts to achieve operational efficiencies.
As part of its assessment of the nature, extent and quality of services, the Board evaluated information regarding each adviser's regulatory and compliance environment and compliance policies and procedures. The Board considered ECM's compliance program resources and history, reports from the Chief Compliance Officer ("CCO") about ECM's oversight of compliance with applicable laws and regulations and compliance-related resources devoted by ECM in support of the Fund's obligations pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Rule"). The Board noted the CCO's assessment that each Sub-Adviser's compliance program appears to be reasonably designed to comply with the requirements of the Compliance Rule. The Board also considered ECM's efforts generally to ensure that third-party programs and vendors used to service the Fund - including for purposes of regulatory compliance support - are monitored effectively.
Consideration also was given to the fact that the Board meets with representatives of each Sub-Adviser and ECM every year to discuss portfolio management strategies and performance. Additionally, the quality of each adviser's communications with the Board, as well as the adviser's responsiveness to the Board, were taken into account. Also considered was each adviser's response to market volatility, changing circumstances in the mutual fund industry and investor sentiment, regulatory developments, economic indicators, monetary and fiscal policy developments and emerging issues. In this regard, the Board received information on the impacts of macroeconomic and geopolitical developments on each adviser generally and the Fund, and considered how monitoring and analysis of such developments informs each adviser's performance of its respective services to the Fund.
The Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Fund by ECM and each of the Sub-Advisers.
Investment Performance
The Board received and considered information regarding the investment performance of the Fund, noting that LSV commenced management of its allocated portion of the Fund's portfolio as of April 27, 2018. The Board reviewed performance information for the Fund's Investor Class and Institutional Class as compared to a benchmark index and a "performance universe" of peer funds compiled by Broadridge, based on Lipper fund classification schema. This performance data included, among other things, annualized returns for the one-, three-, five- and ten-year periods ended December 31,
2024, with respect to the Investor Class, and, for the Institutional Class, annualized returns for the one-, three- and five-year periods ended December 31, 2024. In evaluating the performance of the Fund, the Board noted how the Fund performed relative to the returns of the benchmark index and the performance universe. In addition, the Board noted that it had also received and discussed at periodic intervals information comparing the Fund's performance to that of its benchmark index and to a peer group of funds.
The Board observed that the annualized returns of each class of the Fund exceeded its respective performance universe median for each period reviewed. Specifically, the annualized returns of the Fund's Investor Class were in the first quintile of its performance universe for the ten- year period ended December 31, 2024 (the first quintile being the best performers and the fifth quintile being the worst performers) and in the second quintile of its performance universe for each of the one- three- and five-year periods ended December 31, 2024. Similarly, the annualized returns of the Fund's Institutional Class were in the first quintile of its performance universe for the five-year period ended December 31, 2024 and in the second quintile of its performance universe for each of the one- and three-year periods ended December 31, 2024. The Board also observed that, although the Fund's Investor Class underperformed the MSCI EAFE Value Index (the "Value Index") for the one- and three-year periods ended December 31, 2024, it outperformed the Value Index for each other period reviewed. The Board further observed that, although the Institutional Class underperformed the Value Index for the three-year period ended December 31, 2024, it outperformed the Value Index for each other period reviewed.
The Board considered performance results in light of the Fund's investment objective, strategies and risks, as disclosed in the Fund's prospectus, and in the context of overall recent market conditions. In addition, the Board considered each Sub-Adviser's investment decision-making process, the organization, composition and experience of its investment personnel and its portfolio risk controls, among other things, as well as its performance attribution commentary. The Board's assessment of performance was also informed by its understanding of ECM's processes for overseeing and analyzing each Sub-Adviser's performance, including ECM's systematic approach to performance monitoring. Also relevant to the Board's evaluation was ECM's assessment that the Fund meets expectations with respect to its investment objective and that ECM recommends the retention of each Sub-Adviser.
The Board determined that it was satisfied with the explanations for, oversight of and information provided regarding the Fund's investment performance.
Costs and Profitability
The Board considered the costs of services provided by ECM and the Sub-Advisers from their relationships with the Fund. The Board also reviewed an analysis prepared by the Independent Consultant regarding the actual net advisory fee, sub-advisory fees and advisory fee retained by ECM for the Fund's Investor Class and Institutional Class, as compared to share classes of other sub-advised funds within the same Morningstar peer group and publicly disclosed sub-advisory fees.
With respect to the costs of services, the Board considered the structure and the level of the investment management fees and other expenses payable by the Fund. In this regard, the Board noted that ECM's management fee includes fund accounting and fund administration services. The Board further noted that ECM has contractually agreed to limit the fees and expenses of the Fund for a one-year renewable term through April 30, 2026.
In evaluating the management fee and total expense ratio of the Fund's Investor and Institutional Classes, the Board considered the fees payable by and the total expense ratios of a peer group of funds managed by other investment advisers, as determined independently by Broadridge, based on Lipper fund classification schema. Specifically, the Board considered for each class (i) the Fund's management fee as provided in the Advisory Agreement (the "Contractual Management Fee") in comparison to the contractual management fees of the peer group of funds and (ii) the Fund's total expense ratio in comparison to the peer group funds' total expense ratios (in all cases, net of any waivers, if applicable). In addition, the Board considered the Fund's total expense ratio in comparison to the median expense ratios for all funds in the peer groups. As part of its comprehensive evaluation, the Board also reviewed a report from the Independent Consultant assessing expenses in the context of performance and other factors.
The Board observed that the Fund's Contractual Management Fee for each class was lower than the median contractual management fee of its respective peer group of funds. The Board observed that the Fund's total annual operating expense ratio for each class was lower than its respective peer group median expense ratio, ranking in the second quintile of its peer group with respect to the Investor Class (with the first quintile being the lowest expenses and the fifth quintile being the highest
expenses), and in the first quintile of its peer group with respect to the Institutional Class. In considering the foregoing, the Board took into account the Independent Consultant's overall conclusion that the Fund's management fees and expenses are reasonable relative to the quality of services provided, comparable management fees and expenses of similar funds and the profitability of ECM.
The Board received information regarding the fees charged by ECM to separate accounts and other products managed by ECM and noted that ECM does not manage other client accounts in the same investment style as the Fund. From each of the Sub-Advisers, the Board received information regarding the fees charged to registered investment companies, separately managed accounts and commingled vehicles with similar investment objectives and policies as the Fund, and, as applicable, noted fee schedule differences (including as to asset thresholds required for breakpoints) and/or where the fee charged to ECM was higher than that charged to certain other comparable clients or engagements. In this connection, the Board considered the explanation from MFS that lower fees are charged in certain instances due to various factors, including: the scope of the contract; inception date; account size and type; risk tolerance; individual client needs and objectives; entirety of the client's relationship with MFS or its affiliates; applicable legal, governance and capital structures; and historical pricing reasons. The Board further noted the statement from MFS that the Fund's sub-advisory fee schedule is consistent with others based on the size of the portfolio and the overall relationship with ECM. As to LSV, the Board considered the firm's statement that sub-advisory fee schedules are negotiated individually, based on factors that include projected size and complexity of the account, service level requirements, historical pricing arrangements and the number of other client accounts managed, among other things, and that the fee charged to ECM represents a discount from the Sub-Adviser's standard fee schedule for large institutional clients. Taking into account the foregoing, the Board noted that any fees charged by the Sub-Advisers to other similar accounts and products appeared to be competitive with the fee charged to ECM for the Fund.
The Board further considered the overall financial soundness of ECM and each Sub-Adviser and the profits estimated to have been realized by ECM and its affiliates and by each Sub-Adviser. The Board reviewed the financial statements and the profitability information from ECM and the Sub-Advisers.
With respect to ECM's profitability information, the Board considered that there is no recognized standard or uniform methodology for determining profitability for this purpose. Furthermore, the Board noted that there are limitations inherent in allocating costs and calculating profitability for an organization such as ECM, and that it is difficult to make comparisons of profitability between advisers because comparative information is not generally publicly available. The Board also reviewed a report from the Independent Consultant comparing pre-tax profitability margins for the latest available fiscal year for certain publicly-traded investment management and financial services firms, as compared to ECM's overall profits, as calculated by the Independent Consultant. The Board also compared ECM's overall pre-tax profitability margin, as calculated by ECM, to those of the publicly-traded firms in the Independent Consultant's report. The Board considered that, while ECM's overall profitability is not unreasonable, profitability information is affected by numerous factors, including the adviser's organization, capital structure and cost of capital, the types of products it manages, its mix of businesses and operating scale and the adviser's assumptions regarding allocations of revenue and expenses, including differing accounting approaches among organizations.
Based on the information provided, the Board concluded that the costs of the services provided and the profits estimated to have been realized by ECM and its affiliates and by the Sub-Advisers were not unreasonable in relation to the nature, extent and quality of the services provided.
Economies of Scale
The Board received and considered information about the potential for ECM to experience economies of scale in the provision of services to the Fund and the extent to which potential scale benefits are shared with shareholders. In evaluating economies of scale, the Board considered, among other things, the current level of management and sub-advisory fees payable by the Fund and ECM, respectively, and whether those fees include breakpoints, as well as comparative fee information, the profitability and financial condition of ECM, and the current level of Fund assets. Although there are no contractual breakpoints in the Fund's management fee schedule, the Board noted that ECM shares potential economies of scale from its business in a variety of ways, including through fee waiver arrangements, services that benefit shareholders, competitive management fee rates set at the outset without regard to breakpoints (i.e., pre-assuming future asset growth), and investments in the business intended to enhance services available to the Fund and shareholders. In its evaluation, the Board noted that the sub-advisory fee schedule for the LSV Sub-Advisory Agreement contained breakpoints that would reduce the sub-advisory fee rate on assets above specified levels as the Fund's assets increased. In this connection, the Board considered that the sub-advisory fee under the LSV Sub-Advisory Agreement is paid by ECM out of the management fee it
receives under the Advisory Agreement and the sub-advisory fees are negotiated at arm's length. Similarly, the Board took into account the foregoing in its review of data provided and developed by the Independent Consultant regarding the portion of the management fee retained by ECM, which indicated that such portion was below that of the Fund's peer group.
Based on the information provided, the Board concluded that ECM's arrangements with respect to the Fund constituted a reasonable approach to sharing potential economies of scale with the Fund and its shareholders.
Other Factors
The Board received and considered information regarding ancillary benefits derived or to be derived by ECM or each Sub-Adviser from their relationships with the Fund as part of the total mix of information evaluated by the Board. In this regard, the Board noted the statement by MFS that it could potentially realize a "fall-out" benefit from its relationship with the Fund through an increase in the likelihood of future mandates being awarded to MFS or through shareholders or contract owners increasing investments in the Fund or investing in other MFS products. The Board further noted that since the amount or value that MFS may realize from any of these indirect benefits is difficult to predict, the firm does not assign a dollar value to them. As to LSV, the Board noted the Sub-Adviser's statement that, other than the sub-advisory fee, it does not anticipate receiving any fall-out benefits as a result of its relationship with the Fund.
The Board also noted where services were provided to the Fund by affiliates of ECM, including, in particular, the various recordkeeping, administrative and shareholder services provided by Empower pursuant to a shareholder services agreement (the "Shareholder Services Agreement"). The Board considered its assessment, as part of the Board's annual contract review process, of the services provided by and fees paid under the Shareholder Services Agreement - an assessment that included, among other things, reviews of service metrics data, the nature and quality of shareholder services, fees retained by Empower and those paid to third-party providers and Empower's estimated profitability on shareholder services fees from the Fund.
In addition to the foregoing arrangements, the Board took into account the fact that the Fund is used as a funding vehicle under variable life and annuity contracts offered by insurance companies affiliated with ECM and as a funding vehicle under retirement plans for which affiliates of ECM may provide various retirement plan services. Additionally, the Board considered the extent to which Empower of America and/or its affiliated insurance companies may receive benefits under the federal income tax laws with respect to tax deductions and credits, and evaluated information provided by ECM in this regard.
The Board concluded that the Fund's management and sub-advisory fees were reasonable, taking into account any ancillary benefits derived by ECM, its affiliates or the Sub-Advisers.
Conclusion
Based upon all the information considered and the conclusions reached, the Board determined that the terms of each Agreement continue to be reasonable and that the continuation of the Agreements is in the best interests of the Fund.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a) Item 8 is included as part of the report to shareholders filed under Item 7 of this Form.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a) Item 9 is included as part of the report to shareholders filed under Item 7 of this Form.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a) Item 10 is included as part of the report to shareholders filed under Item 7 of this Form.
ITEM 11. STATEMENT REGARDING BASIS OF APPROVAL OF INVESTMENT ADVISORY CONTRACT.
(a) Item 11 is included as part of the report to shareholders filed under Item 7 of this Form.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 14. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors that were implemented after the registrant last provided disclosure in response to this Item 407(c)(2)(iv) of Regulation S-K.
ITEM 16. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer have concluded, based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the registrant in the report it files or submits on Form N-CSR is recorded, processed, summarized and reported, within the time periods specified in the commission's rules and forms and that such material information is accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, as appropriate, in order to allow timely decisions regarding required disclosure.
(b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 17. DISCLOSURE OF LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Not applicable.
ITEM 19. EXHIBITS.
(a) (1) Not required in filing.
(2) A separate certification for each principal executive and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto.
(3) Not applicable.
(4) Not applicable.
(b) A separate certification for each principal executive and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940 is attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EMPOWER FUNDS, INC.
By: /s/ Jonathan D. Kreider
Jonathan D. Kreider
President & Chief Executive Officer
Date: August 21, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Jonathan D. Kreider
Jonathan D. Kreider
President & Chief Executive Officer
Date: August 21, 2025
By: /s/ Kelly B. New
Kelly B. New
Chief Financial Officer & Treasurer
Date: August 21, 2025
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