EMPOWER FUNDS, INC.

EMPOWER ARIEL MID CAP VALUE FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER ARIEL MID CAP VALUE FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

Principal Amount		Fair Value
Repurchase Agreements — (continued)
$ 87,783	Undivided interest of 0.05% in a repurchase agreement (principal amount/value $178,876,340 with a maturity value of $178,982,473) with HSBC Securities (USA) Inc, 5.34%, dated 3/28/24 to be repurchased at $87,783 on 4/1/24 collateralized by various U.S. Government Agency securities, 1.50% - 7.50%, 1/1/31 - 8/1/59, with a value of $182,453,867.(c)	$     87,783
87,783	Undivided interest of 0.05% in a repurchase agreement (principal amount/value $179,328,251 with a maturity value of $179,434,652) with Citigroup Global Markets Inc, 5.34%, dated 3/28/24 to be repurchased at $87,783 on 4/1/24 collateralized by Government National Mortgage Association securities, 2.00% - 6.50%, 9/20/44 - 1/20/54, with a value of $182,914,816.(c)	87,783
TOTAL SHORT TERM INVESTMENTS — 0.30% (Cost $351,132)		$351,132
TOTAL INVESTMENTS — 99.74% (Cost $118,203,230)		$118,948,566
OTHER ASSETS & LIABILITIES, NET — 0.26%		$311,998
TOTAL NET ASSETS — 100.00%		$119,260,564

(a)	Non-income producing security.
(b)	All or a portion of the security is on loan at March 28, 2024.
(c)	Collateral received for securities on loan.

EMPOWER FUNDS, INC.

EMPOWER MID CAP VALUE FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER MID CAP VALUE FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER MID CAP VALUE FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER S&P MID CAP 400® INDEX FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER S&P MID CAP 400® INDEX FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER S&P MID CAP 400® INDEX FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER S&P MID CAP 400® INDEX FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER S&P MID CAP 400® INDEX FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER S&P MID CAP 400® INDEX FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

(a)	Non-income producing security.
(b)	All or a portion of the security is on loan at March 28, 2024.
(c)	Collateral received for securities on loan.
REIT	Real Estate Investment Trust

At March 28, 2024 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
S&P Mid 400® Emini Futures	35	USD	10,771	Jun 2024	$405,575
				Net Appreciation	$405,575

EMPOWER FUNDS, INC.

EMPOWER T. ROWE PRICE MID CAP GROWTH FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER T. ROWE PRICE MID CAP GROWTH FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

EMPOWER FUNDS, INC.

EMPOWER T. ROWE PRICE MID CAP GROWTH FUND

Schedule of Investments

As of March 28, 2024 (Unaudited)

Principal Amount		Fair Value
Repurchase Agreements — (continued)
$4,740,291	Undivided interest of 3.44% in a repurchase agreement (principal amount/value $138,121,676 with a maturity value of $138,203,475) with Bank of Montreal, 5.33%, dated 3/28/24 to be repurchased at $4,740,291 on 4/1/24 collateralized by Federal National Mortgage Association securities, 3.50% - 7.00%, 8/1/33 - 3/1/54, with a value of $140,884,109.(e)	$    4,740,291
TOTAL SHORT TERM INVESTMENTS — 1.00% (Cost $18,961,167)		$18,961,167
TOTAL INVESTMENTS — 97.26% (Cost $1,408,905,750)		$1,851,414,890
OTHER ASSETS & LIABILITIES, NET — 2.74%		$52,138,546
TOTAL NET ASSETS — 100.00%		$1,903,553,436

(a)	Non-income producing security.
(b)	All or a portion of the security is on loan at March 28, 2024.
(c)	Security is fair valued using significant unobservable inputs.
(d)	Restricted security; further details of these securities are included in a subsequent table.
(e)	Collateral received for securities on loan.
ADR	American Depositary Receipt

At March 28, 2024, the Fund held the following restricted securities:
Security		Acquisition Dates	Cost		Fair Value		Fair Value as a Percentage of Net Assets
Convertible Preferred Stock
Databricks Inc Series G(c)		02/01/2021	$340,724		$423,580		0.02%
Sila Nanotechnologies Inc Series F(c)		01/07/2021	1,968,217		967,113		0.05
			$2,308,941		$1,390,693		0.07%

(c)	Security is fair valued using significant unobservable inputs.

EMPOWER FUNDS, INC.

Notes to Schedule of Investments (Unaudited)

The board of directors of Empower Funds (Board of Directors) 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 or the Adviser), to complete valuation determinations under those policies and procedures.  Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Directors approved the Adviser as the Funds' valuation designee to make all fair value determinations with respect to the Funds investments, subject to oversight by the Board of Directors.

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.

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 over-the-counter (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 of Directors, including model pricing or pricing on the basis of quotations from brokers or dealers, and will continue to be priced until final maturity.

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 of Directors 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.

March 28, 2024

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.
Convertible 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.
Short Term Investments	Maturity date, credit quality and interest rates.
Futures Contracts	Exchange traded close price.

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 March 28, 2024, all the investments in the Funds, except the Empower T. Rowe Price Mid Cap Growth Fund, are valued using Level 1 inputs, except for Short Term Investments, which are valued using Level 2 inputs . The inputs used to value the Empower T. Rowe Price Mid Cap Growth Fund investments are detailed in the following table. More information regarding the sector classifications, as applicable, are included in the Schedule of Investments.

	Level 1		Level 2		Level 3		Total
Assets
Investments, at fair value:
Common Stock	$1,831,063,030		$—		$—		$1,831,063,030
Convertible Preferred Stock	—		—		1,390,693		1,390,693
Short Term Investments	—		18,961,167		—		18,961,167
Total Assets	$1,831,063,030		$18,961,167		$1,390,693		$1,851,414,890

A Fund may invest in restricted securities. A restricted security may have contractual restrictions on resale and is valued under methods approved by the Board of Directors reflecting fair value.  Restricted securities are marked with an applicable footnote on the Schedule of Investments and are reported in a table following the Schedule of Investments. As of March 28, 2024, the Empower T. Rowe Price Mid Cap Growth Fund invested in restricted securities.

A Fund may engage in repurchase agreement transactions with institutions that the Fund's investment adviser has determined are creditworthy. A Fund that engages in repurchase agreement transactions will purchase securities at a specified price with an agreement to sell the securities to the same counterparty at a specified time, price and interest rate. The Funds' custodian and/or securities lending agent receives delivery of the underlying securities collateralizing a repurchase agreement. Collateral is at least equal to the value of the repurchase obligation including interest. A repurchase

March 28, 2024

agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon a Fund’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights.

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.  

The following tables represent the average month-end volume of each Fund’s derivative transactions, if any, during the reporting period:

Empower S&P Mid Cap 400® Index Fund
Futures Contracts:
Average long contracts	50
Average notional long	$14,295,767

March 28, 2024