Semi Annual Report by Investment Company Form N CSRS

This semi-annual shareholder report contains important information about the Empower Conservative Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$1,237M
Total number of portfolio holdings	18
Total advisory fee paid	$0.7M
Portfolio turnover rate as of the end of the reporting period	10%

This semi-annual shareholder report contains important information about the Empower Conservative Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$1,237M
Total number of portfolio holdings	18
Total advisory fee paid	$0.7M
Portfolio turnover rate as of the end of the reporting period	10%

This semi-annual shareholder report contains important information about the Empower Conservative Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$1,237M
Total number of portfolio holdings	18
Total advisory fee paid	$0.7M
Portfolio turnover rate as of the end of the reporting period	10%

This semi-annual shareholder report contains important information about the Empower Moderately Conservative Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$648M
Total number of portfolio holdings	18
Total advisory fee paid	$0.3M
Portfolio turnover rate as of the end of the reporting period	16%

This semi-annual shareholder report contains important information about the Empower Moderately Conservative Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$648M
Total number of portfolio holdings	18
Total advisory fee paid	$0.3M
Portfolio turnover rate as of the end of the reporting period	16%

This semi-annual shareholder report contains important information about the Empower Moderately Conservative Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$648M
Total number of portfolio holdings	18
Total advisory fee paid	$0.3M
Portfolio turnover rate as of the end of the reporting period	16%

This semi-annual shareholder report contains important information about the Empower Moderate Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$1,691M
Total number of portfolio holdings	18
Total advisory fee paid	$0.8M
Portfolio turnover rate as of the end of the reporting period	7%

This semi-annual shareholder report contains important information about the Empower Moderate Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$1,691M
Total number of portfolio holdings	18
Total advisory fee paid	$0.8M
Portfolio turnover rate as of the end of the reporting period	7%

This semi-annual shareholder report contains important information about the Empower Moderate Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$1,691M
Total number of portfolio holdings	18
Total advisory fee paid	$0.8M
Portfolio turnover rate as of the end of the reporting period	7%

This semi-annual shareholder report contains important information about the Empower Moderately Aggressive Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$909M
Total number of portfolio holdings	18
Total advisory fee paid	$0.5M
Portfolio turnover rate as of the end of the reporting period	13%

This semi-annual shareholder report contains important information about the Empower Moderately Aggressive Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$909M
Total number of portfolio holdings	18
Total advisory fee paid	$0.5M
Portfolio turnover rate as of the end of the reporting period	13%

This semi-annual shareholder report contains important information about the Empower Aggressive Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$791M
Total number of portfolio holdings	10
Total advisory fee paid	$0.4M
Portfolio turnover rate as of the end of the reporting period	9%

This semi-annual shareholder report contains important information about the Empower Aggressive Profile Fund (the "Fund") for the period of January 1, 2024, to June 28, 2024.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 (866)-831-7129.

Fund net assets	$791M
Total number of portfolio holdings	10
Total advisory fee paid	$0.4M
Portfolio turnover rate as of the end of the reporting period	9%

EMPOWER FUNDS, INC.

EMPOWER CONSERVATIVE PROFILE FUND

Schedule of Investments

As of June 28, 2024 (Unaudited)

Shares		Fair Value
BOND MUTUAL FUNDS
9,624,548	Empower Core Bond Fund Institutional Class(a)	$   80,846,204
13,716,513	Empower Global Bond Fund Institutional Class(a)	103,696,839
4,992,706	Empower High Yield Bond Fund Institutional Class(a)	48,978,445
6,019,595	Empower Inflation-Protected Securities Fund Institutional Class(a)	54,116,155
12,623,958	Empower Multi-Sector Bond Fund Institutional Class(a)	104,652,610
11,613,883	Empower Short Duration Bond Fund Institutional Class(a)	112,654,663
9,884,357	Empower U.S. Government Mortgage Securities Fund Institutional Class(a)	80,755,199
TOTAL BOND MUTUAL FUNDS - 47.36% (Cost $601,227,524)	$585,700,115
EQUITY MUTUAL FUNDS
2,320,737	Empower Emerging Markets Equity Fund Institutional Class(a)	21,698,893
2,397,833	Empower International Growth Fund Institutional Class(a)	23,378,872
6,620,336	Empower International Value Fund Institutional Class(a)	58,258,955
2,526,584	Empower Large Cap Growth Fund Institutional Class(a)	30,975,913
10,188,709	Empower Large Cap Value Fund Institutional Class(a)	77,434,191

Shares		Fair Value
Equity Mutual Funds - (continued)
4,824,498	Empower Mid Cap Value Fund Institutional Class(a)	$   42,310,849
7,477,139	Empower Real Estate Index Fund Institutional Class(a)	62,733,196
981,957	Empower Small Cap Growth Fund Institutional Class(a)	11,066,653
3,970,946	Empower Small Cap Value Fund Institutional Class(a)	27,598,077
2,690,017	Empower T. Rowe Price Mid Cap Growth Fund Institutional Class(a)	16,974,009
TOTAL EQUITY MUTUAL FUNDS - 30.12% (Cost $332,999,555)	$372,429,608
Account Balance
FIXED INTEREST CONTRACT
278,878,678(b)	Empower of America Contract(a) 1.85%(c)	278,878,678
TOTAL FIXED INTEREST CONTRACT - 22.55% (Cost $278,878,678)	$278,878,678
TOTAL INVESTMENTS - 100.03% (Cost $1,213,105,757)	$1,237,008,401
OTHER ASSETS & LIABILITIES, NET - (0.03)%	$(335,431)
TOTAL NET ASSETS - 100.00%	$1,236,672,970

EMPOWER FUNDS, INC.

EMPOWER MODERATELY CONSERVATIVE PROFILE FUND

Schedule of Investments

As of June 28, 2024 (Unaudited)

Shares		Fair Value
BOND MUTUAL FUNDS
3,969,825	Empower Core Bond Fund Institutional Class(a)	$ 33,346,528
5,653,591	Empower Global Bond Fund Institutional Class(a)	42,741,152
2,055,546	Empower High Yield Bond Fund Institutional Class(a)	20,164,908
2,478,518	Empower Inflation-Protected Securities Fund Institutional Class(a)	22,281,874
5,199,609	Empower Multi-Sector Bond Fund Institutional Class(a)	43,104,768
1,918,424	Empower Short Duration Bond Fund Institutional Class(a)	18,608,710
4,076,531	Empower U.S. Government Mortgage Securities Fund Institutional Class(a)	33,305,255
TOTAL BOND MUTUAL FUNDS - 32.94% (Cost $221,389,683)	$213,553,195
EQUITY MUTUAL FUNDS
1,968,054	Empower Emerging Markets Equity Fund Institutional Class(a)	18,401,308
2,034,934	Empower International Growth Fund Institutional Class(a)	19,840,603
5,630,027	Empower International Value Fund Institutional Class(a)	49,544,240
2,136,075	Empower Large Cap Growth Fund Institutional Class(a)	26,188,272
8,660,846	Empower Large Cap Value Fund Institutional Class(a)	65,822,431
4,100,876	Empower Mid Cap Value Fund Institutional Class(a)	35,964,681

Shares		Fair Value
Equity Mutual Funds - (continued)
3,510,994	Empower Real Estate Index Fund Institutional Class(a)	$ 29,457,237
827,933	Empower Small Cap Growth Fund Institutional Class(a)	9,330,805
3,365,618	Empower Small Cap Value Fund Institutional Class(a)	23,391,046
2,270,918	Empower T. Rowe Price Mid Cap Growth Fund Institutional Class(a)	14,329,496
TOTAL EQUITY MUTUAL FUNDS - 45.08% (Cost $266,359,510)	$292,270,119
Account Balance
FIXED INTEREST CONTRACT
142,654,006(b)	Empower of America Contract(a) 1.85%(c)	142,654,006
TOTAL FIXED INTEREST CONTRACT - 22.01% (Cost $142,654,006)	$142,654,006
TOTAL INVESTMENTS - 100.03% (Cost $630,403,199)	$648,477,320
OTHER ASSETS & LIABILITIES, NET - (0.03)%	$(177,927)
TOTAL NET ASSETS - 100.00%	$648,299,393

EMPOWER FUNDS, INC.

EMPOWER MODERATE PROFILE FUND

Schedule of Investments

As of June 28, 2024 (Unaudited)

Shares		Fair Value
BOND MUTUAL FUNDS
7,532,767	Empower Core Bond Fund Institutional Class(a)	$   63,275,241
10,721,295	Empower Global Bond Fund Institutional Class(a)	81,052,993
3,893,322	Empower High Yield Bond Fund Institutional Class(a)	38,193,495
4,697,930	Empower Inflation-Protected Securities Fund Institutional Class(a)	42,234,393
9,872,106	Empower Multi-Sector Bond Fund Institutional Class(a)	81,839,759
3,623,695	Empower Short Duration Bond Fund Institutional Class(a)	35,149,838
7,740,304	Empower U.S. Government Mortgage Securities Fund Institutional Class(a)	63,238,282
TOTAL BOND MUTUAL FUNDS - 23.95% (Cost $444,919,881)	$404,984,001
EQUITY MUTUAL FUNDS
7,093,170	Empower Emerging Markets Equity Fund Institutional Class(a)	66,321,133
7,332,174	Empower International Growth Fund Institutional Class(a)	71,488,699
20,280,502	Empower International Value Fund Institutional Class(a)	178,468,420
7,727,161	Empower Large Cap Growth Fund Institutional Class(a)	94,735,002
31,193,654	Empower Large Cap Value Fund Institutional Class(a)	237,071,774

Shares		Fair Value
Equity Mutual Funds - (continued)
14,767,534	Empower Mid Cap Value Fund Institutional Class(a)	$  129,511,274
8,141,545	Empower Real Estate Index Fund Institutional Class(a)	68,307,562
3,009,994	Empower Small Cap Growth Fund Institutional Class(a)	33,922,629
12,127,871	Empower Small Cap Value Fund Institutional Class(a)	84,288,706
8,204,044	Empower T. Rowe Price Mid Cap Growth Fund Institutional Class(a)	51,767,519
TOTAL EQUITY MUTUAL FUNDS - 60.08% (Cost $968,516,723)	$1,015,882,718
Account Balance
FIXED INTEREST CONTRACT
270,539,592(b)	Empower of America Contract(a) 1.85%(c)	270,539,592
TOTAL FIXED INTEREST CONTRACT - 16.00% (Cost $270,539,592)	$270,539,592
TOTAL INVESTMENTS - 100.03% (Cost $1,683,976,196)	$1,691,406,311
OTHER ASSETS & LIABILITIES, NET - (0.03)%	$(493,161)
TOTAL NET ASSETS - 100.00%	$1,690,913,150

EMPOWER FUNDS, INC.

EMPOWER MODERATELY AGGRESSIVE PROFILE FUND

Schedule of Investments

As of June 28, 2024 (Unaudited)

Shares		Fair Value
BOND MUTUAL FUNDS
2,727,208	Empower Core Bond Fund Institutional Class(a)	$ 22,908,542
3,884,194	Empower Global Bond Fund Institutional Class(a)	29,364,504
1,416,054	Empower High Yield Bond Fund Institutional Class(a)	13,891,486
1,705,390	Empower Inflation-Protected Securities Fund Institutional Class(a)	15,331,458
3,583,124	Empower Multi-Sector Bond Fund Institutional Class(a)	29,704,102
3,013,165	Empower Short Duration Bond Fund Institutional Class(a)	29,227,704
2,801,870	Empower U.S. Government Mortgage Securities Fund Institutional Class(a)	22,891,280
TOTAL BOND MUTUAL FUNDS - 17.98% (Cost $170,641,352)	$163,319,076
EQUITY MUTUAL FUNDS
4,727,270	Empower Emerging Markets Equity Fund Institutional Class(a)	44,199,969
4,891,848	Empower International Growth Fund Institutional Class(a)	47,695,521
13,513,500	Empower International Value Fund Institutional Class(a)	118,918,804
5,175,706	Empower Large Cap Growth Fund Institutional Class(a)	63,454,161
20,764,498	Empower Large Cap Value Fund Institutional Class(a)	157,810,191
9,840,209	Empower Mid Cap Value Fund Institutional Class(a)	86,298,633

Shares		Fair Value
Equity Mutual Funds - (continued)
3,832,164	Empower Real Estate Index Fund Institutional Class(a)	$ 32,151,853
2,009,599	Empower Small Cap Growth Fund Institutional Class(a)	22,648,181
8,094,169	Empower Small Cap Value Fund Institutional Class(a)	56,254,475
5,457,214	Empower T. Rowe Price Mid Cap Growth Fund Institutional Class(a)	34,435,022
TOTAL EQUITY MUTUAL FUNDS - 73.06% (Cost $637,273,026)	$663,866,810
Account Balance
FIXED INTEREST CONTRACT
81,698,123(b)	Empower of America Contract(a) 1.85%(c)	81,698,123
TOTAL FIXED INTEREST CONTRACT - 8.99% (Cost $81,698,123)	$81,698,123
TOTAL INVESTMENTS - 100.03% (Cost $889,612,501)	$908,884,009
OTHER ASSETS & LIABILITIES, NET - (0.03)%	$(267,566)
TOTAL NET ASSETS - 100.00%	$908,616,443

EMPOWER FUNDS, INC.

EMPOWER AGGRESSIVE PROFILE FUND

Schedule of Investments

As of June 28, 2024 (Unaudited)

Shares		Fair Value
EQUITY MUTUAL FUNDS
5,743,292	Empower Emerging Markets Equity Fund Institutional Class(a)	$ 53,699,775
5,937,136	Empower International Growth Fund Institutional Class(a)	57,887,083
16,408,957	Empower International Value Fund Institutional Class(a)	144,398,821
6,257,519	Empower Large Cap Growth Fund Institutional Class(a)	76,717,191
25,225,564	Empower Large Cap Value Fund Institutional Class(a)	191,714,287
11,953,298	Empower Mid Cap Value Fund Institutional Class(a)	104,830,425
2,865,318	Empower Real Estate Index Fund Institutional Class(a)	24,040,015
2,442,861	Empower Small Cap Growth Fund Institutional Class(a)	27,531,044

Shares		Fair Value
Equity Mutual Funds - (continued)
9,838,887	Empower Small Cap Value Fund Institutional Class(a)	$ 68,380,267
6,642,833	Empower T. Rowe Price Mid Cap Growth Fund Institutional Class(a)	41,916,276
TOTAL EQUITY MUTUAL FUNDS - 100.03% (Cost $758,651,421)	$791,115,184
TOTAL INVESTMENTS - 100.03% (Cost $758,651,421)	$791,115,184
OTHER ASSETS & LIABILITIES, NET - (0.03)%	$(237,895)
TOTAL NET ASSETS - 100.00%	$790,877,289

EMPOWER FUNDS, INC.

Statement of Assets and Liabilities

As of June 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

Statement of Assets and Liabilities

As of June 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

Statement of Operations

For the period ended June 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

Statement of Operations

For the period ended June 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

Statement of Changes in Net Assets

For the period ended June 28, 2024 and fiscal year ended December 31, 2023

EMPOWER FUNDS, INC.

Statement of Changes in Net Assets

For the period ended June 28, 2024 and fiscal year ended December 31, 2023

EMPOWER FUNDS, INC.

Statement of Changes in Net Assets

For the period ended June 28, 2024 and fiscal year ended December 31, 2023

EMPOWER FUNDS, INC.

Statement of Changes in Net Assets

For the period ended June 28, 2024 and fiscal year ended December 31, 2023

EMPOWER FUNDS, INC.

Statement of Changes in Net Assets

For the period ended June 28, 2024 and fiscal year ended December 31, 2023

EMPOWER FUNDS, INC.

EMPOWER CONSERVATIVE PROFILE 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
06/28/2024 (Unaudited)	$7.38	0.00(d)	0.17	0.17	-	-	-	$7.55	2.30%(e)
12/31/2023	$7.11	0.22	0.35	0.57	(0.22)	(0.08)	(0.30)	$7.38	8.25%
12/31/2022	$8.39	0.13	(0.96)	(0.83)	(0.14)	(0.31)	(0.45)	$7.11	(9.93%)
12/31/2021	$8.30	0.21	0.32	0.53	(0.21)	(0.23)	(0.44)	$8.39	6.35%
12/31/2020	$7.87	0.22	0.42	0.64	(0.16)	(0.05)	(0.21)	$8.30	8.21%
12/31/2019	$7.49	0.15	0.71	0.86	(0.18)	(0.30)	(0.48)	$7.87	11.54%
Class L
06/28/2024 (Unaudited)	$9.05	(0.01)(f)	0.21	0.20	-	-	-	$9.25	2.21%(e)
12/31/2023	$8.63	0.30	0.38	0.68	(0.18)	(0.08)	(0.26)	$9.05	8.03%
12/31/2022	$10.06	0.29	(1.31)	(1.02)	(0.10)	(0.31)	(0.41)	$8.63	(10.15%)
12/31/2021	$9.85	0.41	0.19	0.60	(0.16)	(0.23)	(0.39)	$10.06	6.08%
12/31/2020	$9.27	0.10	0.63	0.73	(0.10)	(0.05)	(0.15)	$9.85	7.93%
12/31/2019	$8.74	0.17	0.80	0.97	(0.14)	(0.30)	(0.44)	$9.27	11.22%
Institutional Class
06/28/2024 (Unaudited)	$9.54	0.02	0.22	0.24	-	-	-	$9.78	2.52%(e)
12/31/2023	$9.11	0.48	0.29	0.77	(0.26)	(0.08)	(0.34)	$9.54	8.61%
12/31/2022	$10.63	0.22	(1.24)	(1.02)	(0.19)	(0.31)	(0.50)	$9.11	(9.65%)
12/31/2021	$10.42	0.34	0.36	0.70	(0.26)	(0.23)	(0.49)	$10.63	6.64%
12/31/2020	$9.83	0.24	0.59	0.83	(0.19)	(0.05)	(0.24)	$10.42	8.63%
12/31/2019	$9.26	0.23	0.86	1.09	(0.22)	(0.30)	(0.52)	$9.83	11.87%

	Net assets, end of period (000)	Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable)(g)	Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable)(g)		Ratio of net investment income (loss) to average net assets (after reimbursement and/or waiver, if applicable)(g)	Portfolio turnover rate(h)
Supplemental Data and Ratios
Investor Class
06/28/2024 (Unaudited)	$1,172,869	0.45%(i)	0.37%(i)		0.04%(i)	10%(e)
12/31/2023	$1,351,863	0.45%	0.37%		2.98%	14%
12/31/2022	$828,305	0.45%	0.37%		1.74%	16%
12/31/2021	$1,030,963	0.45%	0.37%		2.46%	16%
12/31/2020	$895,918	0.45%	0.37%		2.73%	30%
12/31/2019	$213,762	0.45%	0.37%		1.95%	20%
Class L
06/28/2024 (Unaudited)	$6,151	0.70%(i)	0.62%(i)		(0.20%)(i)	10%(e)
12/31/2023	$6,840	0.70%	0.62%		3.45%	14%
12/31/2022	$7,513	0.70%	0.62%		3.15%	16%
12/31/2021	$9,557	0.70%	0.62%		3.99%	16%
12/31/2020	$10,027	0.70%	0.62%		1.11%	30%
12/31/2019	$605,779	0.70%	0.62%		1.83%	20%
Institutional Class
06/28/2024 (Unaudited)	$57,653	0.10%(i)	0.02%(i)		0.39%(i)	10%(e)
12/31/2023	$67,262	0.10%	0.02%		5.17%	14%
12/31/2022	$36,690	0.10%	0.02%		2.25%	16%
12/31/2021	$39,423	0.10%	0.02%		3.20%	16%
12/31/2020	$33,198	0.10%	0.02%		2.48%	30%
12/31/2019	$40,399	0.10%	0.02%		2.36%	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)	Amount was less than $0.01 per share.
(e)	Not annualized for periods less than one full year.
(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)	Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(h)	Portfolio turnover is calculated at the Fund level.
(i)	Annualized.

EMPOWER FUNDS, INC.
EMPOWER MODERATELY CONSERVATIVE PROFILE 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
06/28/2024 (Unaudited)	$7.90	0.00(d)	0.28	0.28	-	-	-	$8.18	3.54%(e)
12/31/2023	$7.58	0.20	0.54	0.74	(0.25)	(0.17)	(0.42)	$7.90	9.90%
12/31/2022	$9.14	0.13	(1.12)	(0.99)	(0.14)	(0.43)	(0.57)	$7.58	(10.82%)
12/31/2021	$8.95	0.29	0.53	0.82	(0.29)	(0.34)	(0.63)	$9.14	9.13%
12/31/2020	$8.38	0.23	0.55	0.78	(0.10)	(0.11)	(0.21)	$8.95	9.57%
12/31/2019	$7.88	0.15	0.97	1.12	(0.16)	(0.46)	(0.62)	$8.38	14.45%
Class L
06/28/2024 (Unaudited)	$9.20	(0.01)(f)	0.33	0.32	-	-	-	$9.52	3.48%(e)
12/31/2023	$8.75	0.35	0.48	0.83	(0.21)	(0.17)	(0.38)	$9.20	9.62%
12/31/2022	$10.44	0.15	(1.30)	(1.15)	(0.11)	(0.43)	(0.54)	$8.75	(11.01%)
12/31/2021	$10.13	0.32	0.58	0.90	(0.25)	(0.34)	(0.59)	$10.44	8.88%
12/31/2020	$9.45	0.09	0.76	0.85	(0.06)	(0.11)	(0.17)	$10.13	9.16%
12/31/2019	$8.81	0.16	1.07	1.23	(0.13)	(0.46)	(0.59)	$9.45	14.14%
Institutional Class
06/28/2024 (Unaudited)	$9.49	0.02	0.33	0.35	-	-	-	$9.84	3.69%(e)
12/31/2023	$9.02	0.48	0.44	0.92	(0.28)	(0.17)	(0.45)	$9.49	10.34%
12/31/2022	$10.77	0.22	(1.35)	(1.13)	(0.19)	(0.43)	(0.62)	$9.02	(10.48%)
12/31/2021	$10.45	0.44	0.55	0.99	(0.33)	(0.34)	(0.67)	$10.77	9.48%
12/31/2020	$9.73	0.24	0.71	0.95	(0.12)	(0.11)	(0.23)	$10.45	10.01%
12/31/2019	$9.07	0.21	1.11	1.32	(0.20)	(0.46)	(0.66)	$9.73	14.80%

	Net assets, end of period (000)	Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable)(g)	Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable)(g)		Ratio of net investment income (loss) to average net assets (after reimbursement and/or waiver, if applicable)(g)	Portfolio turnover rate(h)
Supplemental Data and Ratios
Investor Class
06/28/2024 (Unaudited)	$590,159	0.45%(i)	0.37%(i)		0.03%(i)	16%(e)
12/31/2023	$655,356	0.45%	0.37%		2.54%	20%
12/31/2022	$461,064	0.45%	0.37%		1.61%	20%
12/31/2021	$574,251	0.45%	0.37%		3.10%	20%
12/31/2020	$521,377	0.45%	0.37%		2.69%	34%
12/31/2019	$124,650	0.45%	0.37%		1.81%	22%
Class L
06/28/2024 (Unaudited)	$17,498	0.70%(i)	0.62%(i)		(0.22%)(i)	16%(e)
12/31/2023	$19,802	0.70%	0.62%		3.88%	20%
12/31/2022	$21,850	0.70%	0.62%		1.59%	20%
12/31/2021	$26,423	0.70%	0.62%		2.97%	20%
12/31/2020	$26,264	0.70%	0.62%		0.94%	34%
12/31/2019	$350,464	0.70%	0.62%		1.65%	22%
Institutional Class
06/28/2024 (Unaudited)	$40,643	0.10%(i)	0.02%(i)		0.38%(i)	16%(e)
12/31/2023	$39,285	0.10%	0.02%		5.12%	20%
12/31/2022	$26,572	0.10%	0.02%		2.26%	20%
12/31/2021	$27,505	0.10%	0.02%		3.98%	20%
12/31/2020	$21,473	0.10%	0.02%		2.50%	34%
12/31/2019	$20,093	0.10%	0.02%		2.17%	22%

(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)	Amount was less than $0.01 per share.
(e)	Not annualized for periods less than one full year.
(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)	Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(h)	Portfolio turnover is calculated at the Fund level.
(i)	Annualized.

EMPOWER FUNDS, INC.
EMPOWER MODERATE PROFILE 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
06/28/2024 (Unaudited)	$6.28	(0.00)(d)	0.30	0.30	-	-	-	$6.58	4.78%(e)
12/31/2023	$5.89	0.11	0.58	0.69	(0.22)	(0.08)	(0.30)	$6.28	11.93%
12/31/2022	$7.34	0.09	(0.97)	(0.88)	(0.15)	(0.42)	(0.57)	$5.89	(12.02%)
12/31/2021	$7.07	0.28	0.57	0.85	(0.26)	(0.32)	(0.58)	$7.34	11.98%
12/31/2020	$6.57	0.14	0.58	0.72	(0.10)	(0.12)	(0.22)	$7.07	11.25%
12/31/2019	$6.21	0.11	0.94	1.05	(0.13)	(0.56)	(0.69)	$6.57	17.52%
Class L
06/28/2024 (Unaudited)	$10.82	(0.02)	0.53	0.51	-	-	-	$11.33	4.62%(e)
12/31/2023	$9.97	0.45	0.68	1.13	(0.20)	(0.08)	(0.28)	$10.82	11.64%
12/31/2022	$12.05	0.17	(1.63)	(1.46)	(0.20)	(0.42)	(0.62)	$9.97	(12.16%)
12/31/2021	$11.30	0.45	0.86	1.31	(0.24)	(0.32)	(0.56)	$12.05	11.56%
12/31/2020	$10.39	0.09	1.03	1.12	(0.09)	(0.12)	(0.21)	$11.30	11.03%
12/31/2019	$9.45	0.16	1.44	1.60	(0.10)	(0.56)	(0.66)	$10.39	17.23%
Institutional Class
06/28/2024 (Unaudited)	$10.15	0.01(f)	0.49	0.50	-	-	-	$10.65	4.93%(e)
12/31/2023	$9.38	0.57	0.56	1.13	(0.28)	(0.08)	(0.36)	$10.15	12.20%
12/31/2022	$11.31	0.22	(1.53)	(1.31)	(0.20)	(0.42)	(0.62)	$9.38	(11.56%)
12/31/2021	$10.68	0.47	0.83	1.30	(0.35)	(0.32)	(0.67)	$11.31	12.15%
12/31/2020	$9.81	0.21	0.90	1.11	(0.12)	(0.12)	(0.24)	$10.68	11.64%
12/31/2019	$8.97	0.19	1.39	1.58	(0.18)	(0.56)	(0.74)	$9.81	18.00%

	Net assets, end of period (000)	Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable)(g)	Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable)(g)		Ratio of net investment income (loss) to average net assets (after reimbursement and/or waiver, if applicable)(g)	Portfolio turnover rate(h)
Supplemental Data and Ratios
Investor Class
06/28/2024 (Unaudited)	$1,452,837	0.45%(i)	0.39%(i)		(0.10%)(i)	7%(e)
12/31/2023	$1,302,673	0.45%	0.39%		1.83%	18%
12/31/2022	$1,239,661	0.45%	0.39%		1.46%	14%
12/31/2021	$1,580,857	0.45%	0.39%		3.72%	18%
12/31/2020	$1,398,893	0.45%	0.40%		2.12%	34%
12/31/2019	$740,432	0.45%	0.39%		1.63%	27%
Class L
06/28/2024 (Unaudited)	$109,572	0.70%(i)	0.64%(i)		(0.35%)(i)	7%(e)
12/31/2023	$125,601	0.70%	0.64%		4.33%	18%
12/31/2022	$144,374	0.70%	0.64%		1.54%	14%
12/31/2021	$179,322	0.70%	0.64%		3.69%	18%
12/31/2020	$173,155	0.70%	0.65%		0.87%	34%
12/31/2019	$797,338	0.70%	0.64%		1.53%	27%
Institutional Class
06/28/2024 (Unaudited)	$128,504	0.10%(i)	0.04%(i)		0.25%(i)	7%(e)
12/31/2023	$127,008	0.10%	0.04%		5.85%	18%
12/31/2022	$94,861	0.10%	0.04%		2.14%	14%
12/31/2021	$106,744	0.10%	0.04%		4.13%	18%
12/31/2020	$109,001	0.10%	0.05%		2.15%	34%
12/31/2019	$132,857	0.10%	0.04%		1.99%	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)	Amount was less than $0.01 per share.
(e)	Not annualized for periods less than one full year.
(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)	Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(h)	Portfolio turnover is calculated at the Fund level.
(i)	Annualized.

EMPOWER FUNDS, INC.
EMPOWER MODERATELY AGGRESSIVE PROFILE 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
06/28/2024 (Unaudited)	$6.75	(0.01)	0.41	0.40	-	-	-	$7.15	5.93%(d)
12/31/2023	$6.28	0.14	0.70	0.84	(0.15)	(0.22)	(0.37)	$6.75	13.60%
12/31/2022	$7.95	0.10	(1.14)	(1.04)	(0.11)	(0.52)	(0.63)	$6.28	(13.09%)
12/31/2021	$7.64	0.38	0.71	1.09	(0.38)	(0.40)	(0.78)	$7.95	14.25%
12/31/2020	$7.45	0.16	0.67	0.83	(0.14)	(0.50)	(0.64)	$7.64	11.75%
12/31/2019	$6.94	0.12	1.25	1.37	(0.13)	(0.73)	(0.86)	$7.45	20.35%
Institutional Class
06/28/2024 (Unaudited)	$9.52	0.00(e)(f)	0.57	0.57	-	-	-	$10.09	5.99%(d)
12/31/2023	$8.71	0.56	0.65	1.21	(0.18)	(0.22)	(0.40)	$9.52	14.04%
12/31/2022	$10.75	0.23	(1.61)	(1.38)	(0.14)	(0.52)	(0.66)	$8.71	(12.77%)
12/31/2021	$10.11	0.48	1.00	1.48	(0.44)	(0.40)	(0.84)	$10.75	14.64%
12/31/2020	$9.65	0.20	0.93	1.13	(0.17)	(0.50)	(0.67)	$10.11	12.16%
12/31/2019	$8.77	0.18	1.60	1.78	(0.17)	(0.73)	(0.90)	$9.65	20.64%

	Net assets, end of period (000)	Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable)(g)	Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable)(g)		Ratio of net investment income (loss) to average net assets (after reimbursement and/or waiver, if applicable)(g)	Portfolio turnover rate(h)
Investor Class
06/28/2024 (Unaudited)	$829,661	0.45% (i)	0.42% (i)		(0.25%) (i)	13% (d)
12/31/2023	$873,081	0.45%	0.42%		2.14%	19%
12/31/2022	$664,044	0.45%	0.42%		1.38%	19%
12/31/2021	$849,677	0.45%	0.42%		4.56%	23%
12/31/2020	$665,158	0.45%	0.42%		2.19%	63%
12/31/2019	$336,156	0.45%	0.42%		1.53%	34%
Institutional Class
06/28/2024 (Unaudited)	$78,956	0.10% (i)	0.07% (i)		0.10%	13% (d)
12/31/2023	$71,393	0.10%	0.07%		6.18%	19%
12/31/2022	$55,487	0.10%	0.07%		2.41%	19%
12/31/2021	$55,232	0.10%	0.07%		4.36%	23%
12/31/2020	$60,144	0.10%	0.07%		2.12%	63%
12/31/2019	$61,262	0.10%	0.07%		1.88%	34%

(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)	Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(h)	Portfolio turnover is calculated at the Fund level.
(i)	Annualized.

EMPOWER FUNDS, INC.
EMPOWER AGGRESSIVE PROFILE 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
06/28/2024 (Unaudited)	$5.43	(0.01)	0.45	0.44	-	-	-	$5.87	8.10%(d)
12/31/2023	$4.92	0.07	0.75	0.82	(0.17)	(0.14)	(0.31)	$5.43	16.94%
12/31/2022	$6.66	0.07	(1.08)	(1.01)	(0.09)	(0.64)	(0.73)	$4.92	(15.17%)
12/31/2021	$6.35	0.38	0.85	1.23	(0.40)	(0.52)	(0.92)	$6.66	19.49%
12/31/2020	$5.96	0.09	0.57	0.66	(0.09)	(0.18)	(0.27)	$6.35	11.99%
12/31/2019	$5.54	0.08	1.31	1.39	(0.13)	(0.84)	(0.97)	$5.96	26.10%
Institutional Class
06/28/2024 (Unaudited)	$10.35	(0.01)	0.87	0.86	-	-	-	$11.21	8.31%(d)
12/31/2023	$9.16	0.68	0.88	1.56	(0.23)	(0.14)	(0.37)	$10.35	17.23%
12/31/2022	$11.67	0.19	(1.92)	(1.73)	(0.14)	(0.64)	(0.78)	$9.16	(14.81%)
12/31/2021	$10.58	0.63	1.46	2.09	(0.48)	(0.52)	(1.00)	$11.67	19.82%
12/31/2020	$9.73	0.18	0.98	1.16	(0.13)	(0.18)	(0.31)	$10.58	12.53%
12/31/2019	$8.55	0.16	2.03	2.19	(0.17)	(0.84)	(1.01)	$9.73	26.52%

	Net assets, end of period (000)	Ratio of expenses to average net assets (before reimbursement and/or waiver, if applicable)(e)	Ratio of expenses to average net assets (after reimbursement and/or waiver, if applicable)(e)		Ratio of net investment income (loss) to average net assets (after reimbursement and/or waiver, if applicable)(e)	Portfolio turnover rate(f)
Investor Class
06/28/2024 (Unaudited)	$675,357	0.45% (g)	0.45% (g)		(0.45%) (g)	9% (d)
12/31/2023	$671,881	0.45%	0.45%		1.38%	17%
12/31/2022	$463,528	0.45%	0.45%		1.16%	19%
12/31/2021	$611,597	0.45%	0.45%		5.31%	26%
12/31/2020	$548,648	0.45%	0.45%		1.71%	35%
12/31/2019	$427,424	0.45%	0.45%		1.26%	33%
Institutional Class
06/28/2024 (Unaudited)	$115,521	0.10% (g)	0.10% (g)		(0.10%)	9% (d)
12/31/2023	$112,753	0.10%	0.10%		6.96%	17%
12/31/2022	$100,152	0.10%	0.10%		1.85%	19%
12/31/2021	$110,765	0.10%	0.10%		5.31%	26%
12/31/2020	$106,944	0.10%	0.10%		1.96%	35%
12/31/2019	$115,496	0.10%	0.10%		1.67%	33%

(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)	Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(f)	Portfolio turnover is calculated at the Fund level.
(g)	Annualized.

EMPOWER FUNDS, INC.

Notes to Financial Statements (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Empower Funds, Inc. (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 non-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, and to college savings programs.

Investment Objectives

Empower Conservative Profile Fund - seeks long-term capital appreciation primarily through investments in underlying funds of the Empower Funds that emphasize fixed income investments

Empower Moderately Conservative Profile Fund - seeks capital appreciation primarily through investments in underlying funds of the Empower Funds that emphasize fixed income investments, and to a lesser degree, in those that emphasize equity investments

Empower Moderate Profile Fund - seeks long-term capital appreciation primarily through investments in underlying funds of the Empower Funds with a relatively equal emphasis on equity and fixed income investments

Empower Moderately Aggressive Profile Fund - seeks long-term capital appreciation primarily through investments in underlying funds of the Empower Funds that emphasize equity investments, and to a lesser degree, in those that emphasize fixed income investments

Empower Aggressive Profile Fund - seeks long-term capital appreciation primarily through investments in underlying funds of the Empower Funds that emphasize equity investments

The Empower Conservative Profile Fund, Empower Moderately Conservative Profile Fund, Empower Moderate Profile Fund each offer three share classes, referred to as Investor Class, Class L and Institutional Class shares. The Empower Moderately Aggressive Profile Fund and Empower Aggressive Profile Fund each offer two share classes, referred to as Investor Class shares 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.

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 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 of Directors 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.

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. The inputs used by the pricing services are reviewed quarterly or when the pricing vendor issues updates to its pricing methodologies. The net asset value 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.

Investments in fixed interest contracts issued by Empower Annuity Insurance Company of America ("Empower of America Contract") are valued at the amount of net deposits plus accrued interest, determined on a daily basis. The Empower of America Contract is backed by the general account of Empower Annuity Insurance Company of America ("Empower of America").

The Funds classify 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. Unobservable inputs reflect the Fund's own assumptions and would be based on the best information available under the circumstances.

As of June 28, 2024, each Fund's investments in the underlying mutual funds are valued using Level 1 inputs. Each Fund's investment in the Empower of America Contract is valued using Level 2 inputs. More information regarding each Fund's sector classifications are included in the Schedule of Investments.

Fund-of-Funds Structure Risk

Since each Fund invests directly in underlying funds, all risks associated with the eligible underlying funds apply to each Fund. To the extent each Fund invests more of its assets in one underlying fund than another, each Fund will have greater exposure to the risks of that underlying fund.

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 and realized gain distributions from underlying funds are accrued as of the ex-dividend date. Interest on the Empower of America Contract is accrued 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 federal income or excise tax provision 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 NAV 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.

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: disallowed losses and distribution adjustments.

The aggregate cost of investments and the composition of unrealized appreciation and depreciation for federal income tax purposes as of June 28, 2024 were as follows:

	Federal Tax Cost of Investments		Gross Unrealized Appreciation on Investments		Gross Unrealized Depreciation on Investments		Net Unrealized Depreciation on Investments
Empower Conservative Profile Fund	$1,248,366,946		$55,177,228		$(66,535,773)		$(11,358,545)
Empower Moderately Conservative Profile Fund	661,349,679		29,375,543		(42,247,902)		(12,872,359)
Empower Moderate Profile Fund	1,758,626,718		87,768,625		(154,989,032)		(67,220,407)
Empower Moderately Aggressive Profile Fund	953,978,870		42,804,915		(87,899,776)		(45,094,861)
Empower Aggressive Profile Fund	813,359,272		49,905,469		(72,149,557)		(22,244,088)

2. INVESTMENT ADVISORY AGREEMENT & OTHER TRANSACTIONS WITH AFFILIATES

Empower Funds entered into an investment advisory agreement with ECM, a wholly-owned subsidiary of Empower of America. As compensation for its services to Empower Funds, ECM receives monthly compensation at the annual rate of 0.10% of the average daily net assets of each Fund. The management fee encompasses fund operation expenses except for shareholder services fees and distribution fees. Each Fund will also bear the indirect expense of the underlying investments. Because the underlying funds have varied expense and fee levels and the Funds may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by the Funds will vary. ECM has contractually agreed to reduce its management fee by 0.35% of the amount each Fund has allocated to the Empower of America Contract. The amount waived, if any, is reflected in the Statement of Operations.

Empower Funds has 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 and Class L shares of each Fund a fee equal to 0.35% of the average daily net asset value of the applicable 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 the Funds. The Funds have entered into a plan of distribution which provides for compensation for distribution of Class L shares and for providing or arranging for the provision of services to Class L shareholders. The distribution plan provides for a maximum 12b-1 fee equal to an annual rate of 0.25% of the average daily net assets of the Class L shares.

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 $770,000 for the fiscal period ended June 28, 2024.

Transactions with Affiliates

Each Fund may invest in the Empower of America Contract pursuant to exemptive relief issued by the U.S. Securities and Exchange Commission ("SEC"). The Empower of America Contract has a stable principal value and accrues a fixed rate of interest, which is reflected in the daily valuation of the Funds. Empower of America calculates the interest rate in the same way it calculates guaranteed interest rates for similar contracts (on a calendar quarter or other periodic basis). As a result of Empower of America being an affiliated entity, the Funds are exposed to the risk of unanticipated industry conditions as well as risks specific to a single corporation. If Empower of America were to become insolvent, the Empower of America Contract would be settled commensurate with other policy holder obligations.

The amounts deposited will accrue interest at a declared rate of interest, adjustable on a calendar quarter or other periodic basis, guaranteed to be no less than 1.00%. The investment in the Empower of America Contract may be terminated by Empower of America or the Funds upon 7 days prior written notice. The guaranteed interest rate paid will be at least as favorable as the guaranteed interest rate paid on other similar products issued by Empower of America.

The following tables are a summary of the transactions for each underlying investment during the period ended June 28, 2024, in which the issuer was an affiliate of a Fund, as defined in the 1940 Act.

Empower Conservative Profile Fund
Affiliate	Shares Held/ Account Balance 06/28/2024	Value 12/31/2023	Purchase Cost	Sales Cost	Net Realized Gain (Loss)		Net Change Unrealized Appreciation (Depreciation)		Dividends and Interest Received		Distributions Received		Value 06/28/2024
BOND MUTUAL FUNDS 47.36%
Empower Core Bond Fund Institutional Class	9,624,548	$93,258,993	$9,274,927	$25,254,036	$(3,950,249)		$3,566,320		$-		$-		$80,846,204
Empower Global Bond Fund Institutional Class	13,716,513	124,278,289	13,417,886	37,341,369	(6,253,124)		3,342,033		-		-		103,696,839
Empower High Yield Bond Fund Institutional Class	4,992,706	55,639,892	4,842,186	12,526,241	333,839		1,022,608		-		-		48,978,445
Empower Inflation-Protected Securities Fund Institutional Class	6,019,595	62,004,049	5,114,676	15,156,496	(1,455,038)		2,153,926		-		-		54,116,155
Empower Multi-Sector Bond Fund Institutional Class	12,623,958	122,172,214	9,445,082	32,986,419	(4,690,704)		6,021,733		-		-		104,652,610
Empower Short Duration Bond Fund Institutional Class	11,613,883	124,254,440	15,131,680	29,909,258	(1,111,299)		3,177,801		-		-		112,654,663
Empower U.S. Government Mortgage Securities Fund Institutional Class	9,884,357	93,263,630	9,702,756	25,624,811	(4,254,557)		3,413,624		-		-		80,755,199
					(21,381,132)		22,698,045		0		0		585,700,115
EQUITY MUTUAL FUNDS 30.12%
Empower Emerging Markets Equity Fund Institutional Class	2,320,737	26,935,312	2,746,126	11,924,177	(1,530,075)		3,941,632		-		-		21,698,893
Empower International Growth Fund Institutional Class	2,397,833	26,735,051	3,147,754	9,567,784	(1,559,041)		3,063,851		-		-		23,378,872
Empower International Value Fund Institutional Class	6,620,336	66,742,173	8,043,018	19,250,807	1,286,824		2,724,571		-		-		58,258,955
Empower Large Cap Growth Fund Institutional Class	2,526,584	35,724,761	2,560,031	13,535,227	212,536		6,226,348		-		-		30,975,913
Empower Large Cap Value Fund Institutional Class	10,188,709	89,694,544	6,399,997	28,628,166	(375,747)		9,967,816		-		-		77,434,191
Empower Mid Cap Value Fund Institutional Class	4,824,498	48,729,270	5,238,127	15,839,945	(1,238,622)		4,183,397		-		-		42,310,849
Empower Real Estate Index Fund Institutional Class	7,477,139	71,614,178	12,519,342	24,368,381	(3,788,318)		2,968,057		-		-		62,733,196
Empower Small Cap Growth Fund Institutional Class	981,957	13,218,606	1,493,611	4,799,330	(384,096)		1,153,766		-		-		11,066,653
Empower Small Cap Value Fund Institutional Class	3,970,946	32,423,874	4,432,907	11,804,630	(1,547,093)		2,545,926		-		-		27,598,077
Empower T. Rowe Price Mid Cap Growth Fund Institutional Class	2,690,017	19,622,205	1,915,327	7,256,300	(1,999,092)		2,692,777		-		-		16,974,009
					(10,922,724)		39,468,141		0		0		372,429,608

Empower Conservative Profile Fund
Affiliate	Shares Held/ Account Balance 06/28/2024	Value 12/31/2023	Purchase Cost	Sales Cost	Net Realized Gain (Loss)		Net Change Unrealized Appreciation (Depreciation)		Dividends and Interest Received		Distributions Received		Value 06/28/2024
FIXED INTEREST CONTRACT 22.55%
Empower of America Contract	278,878,678	$320,075,869	$26,039,274	$70,037,562	$-		$-		$2,801,097		$-		$278,878,678
					0		0		2,801,097		0		278,878,678
				Total	$(32,303,856)		$62,166,186		$2,801,097		$0		$1,237,008,401

Empower Moderately Conservative Profile Fund
Affiliate	Shares Held/ Account Balance 06/28/2024	Value 12/31/2023	Purchase Cost	Sales Cost	Net Realized Gain (Loss)		Net Change Unrealized Appreciation (Depreciation)		Dividends and Interest Received		Distributions Received		Value 06/28/2024
BOND MUTUAL FUNDS 32.94%
Empower Core Bond Fund Institutional Class	3,969,825	$36,752,574	$5,713,390	$11,152,515	$(2,158,145)		$2,033,079		$-		$-		$33,346,528
Empower Global Bond Fund Institutional Class	5,653,591	48,949,750	8,040,831	15,653,406	(2,540,576)		1,403,977		-		-		42,741,152
Empower High Yield Bond Fund Institutional Class	2,055,546	21,867,964	3,257,639	5,360,889	156,110		400,194		-		-		20,164,908
Empower Inflation-Protected Securities Fund Institutional Class	2,478,518	24,453,256	3,435,769	6,649,838	(752,547)		1,042,687		-		-		22,281,874
Empower Multi-Sector Bond Fund Institutional Class	5,199,609	48,092,335	6,426,297	13,943,868	(1,968,834)		2,530,004		-		-		43,104,768
Empower Short Duration Bond Fund Institutional Class	1,918,424	18,227,222	5,020,758	5,193,553	(226,418)		554,283		-		-		18,608,710
Empower U.S. Government Mortgage Securities Fund Institutional Class	4,076,531	36,742,669	5,842,047	11,154,280	(2,182,462)		1,874,819		-		-		33,305,255
					(9,672,872)		9,839,043		0		0		213,553,195
EQUITY MUTUAL FUNDS 45.08%
Empower Emerging Markets Equity Fund Institutional Class	1,968,054	21,759,504	3,260,365	9,922,212	(1,304,107)		3,303,651		-		-		18,401,308
Empower International Growth Fund Institutional Class	2,034,934	21,583,880	3,652,765	8,272,318	(1,620,970)		2,876,276		-		-		19,840,603
Empower International Value Fund Institutional Class	5,630,027	53,921,705	8,845,183	14,333,628	2,176,013		1,110,980		-		-		49,544,240
Empower Large Cap Growth Fund Institutional Class	2,136,075	28,875,208	3,154,892	11,098,436	39,139		5,256,608		-		-		26,188,272
Empower Large Cap Value Fund Institutional Class	8,660,846	72,683,654	8,256,192	20,684,426	2,330,435		5,567,011		-		-		65,822,431
Empower Mid Cap Value Fund Institutional Class	4,100,876	39,296,388	6,019,821	12,815,305	(1,034,082)		3,463,777		-		-		35,964,681
Empower Real Estate Index Fund Institutional Class	3,510,994	32,119,950	7,777,010	11,651,253	(1,513,478)		1,211,530		-		-		29,457,237
Empower Small Cap Growth Fund Institutional Class	827,933	10,629,385	1,725,270	4,370,585	(711,513)		1,346,735		-		-		9,330,805
Empower Small Cap Value Fund Institutional Class	3,365,618	26,300,355	5,052,288	10,678,458	(1,888,854)		2,716,861		-		-		23,391,046

Empower Moderately Conservative Profile Fund
Affiliate	Shares Held/ Account Balance 06/28/2024	Value 12/31/2023	Purchase Cost	Sales Cost	Net Realized Gain (Loss)		Net Change Unrealized Appreciation (Depreciation)		Dividends and Interest Received		Distributions Received		Value 06/28/2024
Empower T. Rowe Price Mid Cap Growth Fund Institutional Class	2,270,918	$15,923,138	$2,266,886	$6,453,116	$(2,038,758)		$2,592,588		$-		$-		$14,329,496
					(5,566,175)		29,446,017		0		0		292,270,119
FIXED INTEREST CONTRACT 22.01%
Empower of America Contract	142,654,006	156,477,919	23,770,715	38,997,506	-		-		1,402,878		-		142,654,006
					0		0		1,402,878		0		142,654,006
				Total	$(15,239,047)		$39,285,060		$1,402,878		$0		$648,477,320