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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, 2026
ITEM 1. REPORT TO STOCKHOLDERS.
Item 1(a):
Empower Emerging Markets Equity Fund
SEMI-ANNUAL SHAREHOLDER REPORT
Institutional Class / MXENX | June 30, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower Emerging Markets Equity Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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, 2026
(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)
$
104
0.91
%
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets
$
1,955M
Total number of portfolio holdings
306
Total advisory fee paid
$
8.6M
Portfolio turnover rate as of the end of the reporting period (not annualized)
36
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
Taiwan Semiconductor Manufacturing Co Ltd 14.24
%
Samsung Electronics Co Ltd 9.69
%
SK hynix Inc 6.09
%
Tencent Holdings Ltd 2.71
%
SK Square Co Ltd 2.70
%
MediaTek Inc 2.22
%
Delta Electronics Inc 1.96
%
Alibaba Group Holding Ltd 1.70
%
Dreyfus Institutional Preferred Government Money Market Fund Institutional Class 1.39
%
Samsung Electro-Mechanics Co Ltd 0.97
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
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
QR Code
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 pro
xy
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower Emerging Markets Equity Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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, 2026
(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)
$
144
1.26
%
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets
$
1,955M
Total number of portfolio holdings
306
Total advisory fee paid
$
8.6M
Portfolio turnover rate as of the end of the reporting period (not annualized)
36
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
Taiwan Semiconductor Manufacturing Co Ltd 14.24
%
Samsung Electronics Co Ltd 9.69
%
SK hynix Inc 6.09
%
Tencent Holdings Ltd 2.71
%
SK Square Co Ltd 2.70
%
MediaTek Inc 2.22
%
Delta Electronics Inc 1.96
%
Alibaba Group Holding Ltd 1.70
%
Dreyfus Institutional Preferred Government Money Market Fund Institutional Class 1.39
%
Samsung Electro-Mechanics Co Ltd 0.97
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
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
QR Code
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower International Growth Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses for the period ended
June 30, 2026
(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)
$
86
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
$
884M
Total number of portfolio holdings
105
Total advisory fee paid
$
3.2M
Portfolio turnover rate as of the end of the reporting period (not annualized)
24
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
ASML Holding NV5.76
%
Recruit Holdings Co Ltd2.35
%
Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR2.34
%
InterContinental Hotels Group PLC2.20
%
AstraZeneca PLC2.02
%
Safran SA1.85
%
Novo Nordisk A/S Class B1.83
%
Compass Group PLC1.75
%
Tencent Holdings Ltd1.74
%
Tokyo Electron Ltd1.73
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
Material Fund Changes
This is a summary of certain changes and planned changes to to the Fund since January 1, 2026. 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 July 1, 2026, the Empower International Growth Fund expense annual limit
 
rate was reduced from 0.845% to 0.835%.
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
QR Code
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower International Growth Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses for the period ended
June 30, 2026
(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)
$
122
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
$
884M
Total number of portfolio holdings
105
Total advisory fee paid
$
3.2M
Portfolio turnover rate as of the end of the reporting period (not annualized)
24
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
ASML Holding NV5.76
%
Recruit Holdings Co Ltd2.35
%
Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR2.34
%
InterContinental Hotels Group PLC2.20
%
AstraZeneca PLC2.02
%
Safran SA1.85
%
Novo Nordisk A/S Class B1.83
%
Compass Group PLC1.75
%
Tencent Holdings Ltd1.74
%
Tokyo Electron Ltd1.73
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
Material Fund Changes
This is a summary of certain changes and planned changes to to the Fund since January 1, 2026. 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 July 1, 2026, the Empower International Growth Fund expense annual limit
 
rate was reduced from 0.845% to 0.835%.
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
QR Code
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower International Index Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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, 2026
(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)
$
23
0.22
%
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets
$
3,543M
Total number of portfolio holdings
723
Total advisory fee paid
$
3.3M
Portfolio turnover rate as of the end of the reporting period (not annualized)
6
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
ASML Holding NV 3.43
%
Dreyfus Institutional Preferred Government Money Market Fund Institutional Class 2.77
%
HSBC Holdings PLC 1.45
%
Roche Holding AG 1.30
%
Novartis AG 1.28
%
AstraZeneca PLC 1.26
%
Nestle SA 1.18
%
Siemens AG 1.07
%
Shell PLC 0.98
%
Tokyo Electron Ltd 0.97
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
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
QR Code
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower International Index Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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, 2026
(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)
$
60
0.57
%
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets
$
3,543M
Total number of portfolio holdings
723
Total advisory fee paid
$
3.3M
Portfolio turnover rate as of the end of the reporting period (not annualized)
6
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
ASML Holding NV 3.43
%
Dreyfus Institutional Preferred Government Money Market Fund Institutional Class 2.77
%
HSBC Holdings PLC 1.45
%
Roche Holding AG 1.30
%
Novartis AG 1.28
%
AstraZeneca PLC 1.26
%
Nestle SA 1.18
%
Siemens AG 1.07
%
Shell PLC 0.98
%
Tokyo Electron Ltd 0.97
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
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
QR Code
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower International Value Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses for the period ended
June 30, 2026
(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)
$
73
0.70
%
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets
$
1,592M
Total number of portfolio holdings
299
Total advisory fee paid
$
5.4M
Portfolio turnover rate as of the end of the reporting period (not annualized)
14
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
Dreyfus Institutional Preferred Government Money Market Fund Institutional Class 4.62
%
TotalEnergies SE 2.02
%
Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR 1.98
%
UBS Group AG 1.59
%
NatWest Group PLC 1.56
%
Schneider Electric SE 1.43
%
Franco-Nevada Corp 1.42
%
Roche Holding AG 1.32
%
Novartis AG 1.27
%
Legrand SA 1.27
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
Material Fund Changes
This is a summary of certain changes and planned changes to the Fund since January 1, 2026. For more comprehensive information, you may review the Fund’s next prospectus, which we expect to be available by April 30, 2027 at
https://www.empower.com/investments/empower-funds/fund-documents
or upon special request at
1-866-831-7129
.
Effective April 30, 2026, the Empower International Value Fund added a breakpoint to the annual advisory rate at $3 billion dollars.
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
QR Code
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, 2026
Empower Logo
This semi-annual shareholder report contains important information about the Empower International Value Fund (the "Fund”) for the period of January 1, 2026, to June 30, 2026. 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.
This report describes changes to the Fund that occurred during the reporting period.
Fund Expenses for the period ended
June 30, 2026
(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)
$
111
1.07
%
Key Fund Statistics
The following table outlines key fund statistics that you should pay attention to.
Fund net assets
$
1,592M
Total number of portfolio holdings
299
Total advisory fee paid
$
5.4M
Portfolio turnover rate as of the end of the reporting period (not annualized)
14
%
Graphical Representation of Holdings
The tables below show the investment makeup of the Fund, representing percentages of the total investments of the Fund.
Top Ten Holdings
Dreyfus Institutional Preferred Government Money Market Fund Institutional Class 4.62
%
TotalEnergies SE 2.02
%
Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR 1.98
%
UBS Group AG 1.59
%
NatWest Group PLC 1.56
%
Schneider Electric SE 1.43
%
Franco-Nevada Corp 1.42
%
Roche Holding AG 1.32
%
Novartis AG 1.27
%
Legrand SA 1.27
%
GEOGRAPHICAL ALLOCATION
Graphical Representation - Allocation 2 Chart
Material Fund Changes
This is a summary of certain changes and planned changes to the Fund since January 1, 2026. For more comprehensive information, you may review the Fund’s next prospectus, which we expect to be available by April 30, 2027 at
https://www.empower.com/investments/empower-funds/fund-documents
or upon special request at
1-866-831-7129
.
Effective April 30, 2026, the Empower International Value Fund added a breakpoint to the annual advisory rate at $3 billion dollars.
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
QR Code
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 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, 2026
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, 2026 (Unaudited)
Shares   Fair Value
COMMON STOCK
Basic Materials — 4.18%
71,430 Anglogold Ashanti PLC $    5,777,973
122,472 Archean Chemical Industries Ltd       676,777
168,700 China Gold International Resources Corp Ltd     2,667,281
987,000 China Nonferrous Mining Corp Ltd     1,433,833
642,000 CMOC Group Ltd Class H     1,254,094
134,000 Daxin Materials Corp     1,660,869
192,523 Gold Fields Ltd Sponsored ADR 6,466,847
302,582 Harmony Gold Mining Co Ltd Sponsored ADR(a) 4,602,272
296,344 Hindalco Industries Ltd 3,009,950
307,800 Hubei Dinglong Co Ltd Class A 4,834,290
54,950 Industrias Penoles SAB de CV 2,398,444
21,607 KGHM Polska Miedz SA 1,909,530
5,815 LG Chem Ltd 1,065,947
3,428,000 MMG Ltd(b) 3,074,687
612,299 National Aluminium Co Ltd 2,206,096
49,768 Navin Fluorine International Ltd 4,047,183
620,099 Qinghai Salt Lake Industry Co Ltd Class A(b) 2,776,288
114,792 Sasol Ltd(b) 1,133,936
34,129 Severstal PAO GDR(b)(c)(d) 0
34,996,500 Trimegah Bangun Persada Tbk PT 1,537,712
879,170 Vedanta Aluminium Metal Ltd(b) 4,165,199
1,282,011 Vedanta Ltd 3,817,419
61,741 Wheaton Precious Metals Corp 6,934,749
697,467 Yunnan Aluminium Co Ltd Class A 2,292,900
270,703 Zijin Gold International Co Ltd 3,093,572
2,500,000 Zijin Mining Group Co Ltd Class H 8,839,996
    81,677,844
Communications — 8.58%
229,000 Accton Technology Corp 18,265,536
291,100 Advanced Info Service PCL 3,224,870
2,799,900 Alibaba Group Holding Ltd 33,566,468
124,380 Bilibili Inc Class Z(b) 2,116,624
1,553,910 Eternal Ltd(b) 4,355,226
354,173 Etihad Etisalat Co 5,698,328
444,000 Far EasTone Telecommunications Co Ltd 1,464,287
511,654 Grab Holdings Ltd Class A(b) 1,928,936
80,540 Hithink RoyalFlush Information Network Co Ltd Class A 2,875,038
848,467 Indus Towers Ltd(b) 3,511,910
366,159 JD.com Inc Class A 4,665,011
Shares   Fair Value
Communications — (continued)
120,540 Kanzhun Ltd ADR $    1,551,350
352,900 Kuaishou Technology(e)     1,891,505
348,444 Magyar Telekom Telecommunications PLC     2,965,706
31,206 Naspers Ltd Class N     1,566,972
16,625 NCSoft Corp     2,785,742
23,625 PDD Holdings Inc ADR(b)     1,802,115
47,865 Sea Ltd ADR(b)     4,586,903
107,900 Shenzhen Sunway Communication Co Ltd Class A 1,910,936
626,547 Telkom SA SOC Ltd 2,148,161
974,000 Tencent Holdings Ltd 53,747,812
98,264 Vipshop Holdings Ltd ADR 1,302,981
51,500 Yangtze Optical Fibre & Cable Joint Stock Ltd Co Class H(e) 1,718,112
43,200 Zhongji Innolight Co Ltd Class A 8,225,788
    167,876,317
Consumer, Cyclical — 5.51%
149,143 Atour Lifestyle Holdings Ltd ADR 4,742,747
45,058 BBB Foods Inc Class A(b) 1,877,567
753,100 Chery Automobile Co Ltd Class H(a) 2,342,188
25,377 China Yuchai International Ltd 1,203,124
191,706 Clicks Group Ltd 2,662,232
238,458 Contemporary Amperex Technology Co Ltd Class A 13,861,461
1,773,000 Eva Airways Corp 2,514,306
10,744 Force Motors Ltd 2,116,942
328,000 Fuyao Glass Industry Group Co Ltd Class H 2,144,881
568,000 Geely Automobile Holdings Ltd 1,221,046
1,697,500 Great Wall Motor Co Ltd Class H 1,906,829
514,800 Guming Holdings Ltd(a) 1,387,987
197,420 H World Group Ltd ADR 8,236,362
47,835 Hero MotoCorp Ltd 2,427,942
4,089 Hyundai Mobis Co Ltd 1,346,641
767,523 Jarir Marketing Co 3,423,600
104,884 Kia Corp 9,472,885
52,671,078 Latam Airlines Group SA 1,531,633
41,756 LG Electronics Inc 5,566,775
9,757 LG Energy Solution Ltd(b) 2,308,362
992,500 Loncin Motor Co Ltd Class A 1,747,021
28,309,500 Map Aktif Adiperkasa PT 985,686
132,100 Midea Group Co Ltd Class A 1,472,754
464,800 Minth Group Ltd 1,574,978
120,000 Nien Made Enterprise Co Ltd 1,311,108
3,767 Page Industries Ltd 1,647,741
120,200 Pop Mart International Group Ltd(a) 2,380,389
550,238 Raia Drogasil SA 1,787,477
4,495,500 Sime Darby Bhd 2,366,977
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Consumer, Cyclical — (continued)
497,237 Tata Motors Ltd $    2,229,595
1,599,384 Tata Motors Passenger Vehicles Ltd     5,965,610
57,823 TVS Motor Co Ltd     2,117,231
1,194,000 Yadea Group Holdings Ltd(e)     1,358,118
59,407 Yum China Holdings Inc     2,427,964
706,400 Yutong Bus Co Ltd Class A     2,795,835
445,563 Zabka Group SA(a)     3,226,807
    107,690,801
Consumer, Non-Cyclical — 6.09%
6,123,900 99 Speed Mart Retail Holdings Bhd 5,310,760
73,248 Acutaas Chemicals Ltd 2,734,806
44,684 Ajanta Pharma Ltd 1,617,354
40,472 Apollo Hospitals Enterprise Ltd 3,714,846
472,100 Arca Continental SAB de CV 5,645,493
20,565 BeOne Medicines Ltd ADR(b) 5,860,408
141,700 BeOne Medicines Ltd Class H(b) 3,088,468
699,000 Charoen Pokphand Enterprise 2,497,112
674,000 China Mengniu Dairy Co Ltd 1,384,577
211,142 Cipla Ltd 3,272,580
15,931 CJ CheilJedang Corp 1,907,851
407,004 Dino Polska SA(b)(e) 3,074,947
24,150 Eastroc Beverage Group Co Ltd Class H 330,094
976,000 Hansoh Pharmaceutical Group Co Ltd(e) 3,698,580
4,772,000 Indofood Sukses Makmur Tbk PT 1,785,195
323,000 Innovent Biologics Inc(b)(e) 3,290,208
648,770 International Container Terminal Services Inc 9,440,376
15,219,300 Japfa Comfeed Indonesia Tbk PT 1,658,228
177,000 Jiangsu Hengrui Pharmaceuticals Co Ltd Class H 1,309,568
2,805,700 KPJ Healthcare Bhd 2,238,458
29,400 Kweichow Moutai Co Ltd Class A 5,140,688
319,800 Localiza Rent a Car SA 2,579,562
91,840 Lupin Ltd 2,347,365
204,497 Marico Ltd 1,808,471
386,200 Muyuan Foods Co Ltd Class H 1,429,996
16,300 Nestle Malaysia Bhd 374,129
45,660 New Oriental Education & Technology Group Inc Sponsored ADR 2,096,251
272,000 Nongfu Spring Co Ltd Class H(e) 1,380,545
128,500 PicS NV(a)(b) 1,365,955
146,120 SAI Life Sciences Ltd(b)(e) 1,904,641
2,850 Samsung Biologics Co Ltd(b)(e) 2,576,541
Shares   Fair Value
Consumer, Non-Cyclical — (continued)
544,207 Sun Pharmaceutical Industries Ltd $   10,713,930
312,980 Tata Consumer Products Ltd     3,561,995
4,812,600 Thaifoods Group PCL Class F     1,599,640
1,712,000 Tingyi Cayman Islands Holding Corp     2,134,699
55,787 Torrent Pharmaceuticals Ltd     2,723,329
3,498,000 Uni-President China Holdings Ltd(a)     3,010,577
160,300 WuXi AppTec Co Ltd Class H(a)(e)     3,155,591
636,000 WuXi Biologics Cayman Inc(b)(e) 2,828,646
577,904 Zhejiang NHU Co Ltd Class A 2,424,454
    119,016,914
Energy — 2.35%
38,282 HD Hyundai Co Ltd 4,985,561
61,462 Motor Oil Hellas Corinth Refineries SA 2,695,283
79,688 ORLEN SA 2,679,390
4,068,000 PetroChina Co Ltd Class H 4,390,436
506,400 Petroleo Brasileiro SA 3,705,079
803,743 Petroleo Brasileiro SA Sponsored ADR 12,988,487
374,700 PTT Exploration & Production PCL 1,505,270
347,878 Reliance Industries Ltd 4,765,447
228,600 Sungrow Power Supply Co Ltd Class A 5,363,569
127,100 Yantai Jereh Oilfield Services Group Co Ltd Class A 2,876,635
    45,955,157
Financial — 21.64%
110,207 360 ONE WAM Ltd 1,252,350
739,153 Abu Dhabi Commercial Bank PJSC 2,912,270
967,969 Akbank TAS 1,602,293
375,973 Al Rajhi Bank 6,595,332
1,166,524 Aldar Properties PJSC 2,632,335
1,155,583 Alpha Bank SA 5,230,572
436,857 Axis Bank Ltd 6,217,421
398,540 Bajaj Finance Ltd 4,238,704
262,400 Banco BTG Pactual SA 2,762,614
656,100 Bangkok Bank PCL 3,554,974
9,951,000 Bank Central Asia Tbk PT 3,100,764
8,288,800 Bank Mandiri Persero Tbk PT 1,787,774
1,051,192 Bank of Baroda 3,029,191
5,185,800 Bank of Beijing Co Ltd Class A 3,746,381
1,777,000 Bank of Guiyang Co Ltd Class A 1,344,450
3,247,046 Bank of India 4,824,196
4,897,264 Bank of Maharashtra 4,739,899
1,318,585 Banque Saudi Fransi 6,810,520
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Financial — (continued)
10,026,600 BFI Finance Indonesia Tbk PT $      413,028
390,900 BOC Aviation Ltd(e)     4,064,396
2,307,992 Canara Bank     3,065,542
18,305 Capitec Bank Holdings Ltd     5,314,214
1,809,000 Cathay Financial Holding Co Ltd     5,610,059
1,675,000 China CITIC Bank Corp Ltd Class H     1,421,909
3,433,799 China Construction Bank Corp Class A     4,871,929
2,344,000 China Construction Bank Corp Class H 2,417,724
15,882,000 China Everbright Bank Co Ltd Class H(a) 5,942,385
1,236,000 China Merchants Bank Co Ltd Class H 7,096,823
7,190,000 Chongqing Rural Commercial Bank Co Ltd Class H 5,298,865
1,640,217 Commercial International Bank GDR 3,854,510
302,770 Computer Age Management Services Ltd 2,553,951
20,809 Credicorp Ltd 8,106,770
6,543,000 E.Sun Financial Holding Co Ltd 7,100,289
1,270,155 Emaar Development PJSC 4,785,432
1,237,139 Emaar Properties PJSC 4,020,935
513,905 First Abu Dhabi Bank PJSC 2,380,974
799,153 FirstRand Ltd 4,750,084
1,856,600 Gentera SAB de CV(a) 4,023,739
122,924 Godrej Properties Ltd 2,430,270
72,792 Halyk Savings Bank of Kazakhstan JSC GDR 2,211,224
66,710 Hana Financial Group Inc 4,982,838
596,919 HDFC Bank Ltd 5,037,672
6,100,500 Huaxia Bank Co Ltd Class A 5,745,010
7,180,000 Huishang Bank Corp Ltd Class H 3,954,889
832,830 ICICI Bank Ltd 12,157,013
2,628,000 Industrial & Commercial Bank of China Ltd Class H 2,158,865
112,110 Intercorp Financial Services Inc 6,385,786
490,451 Itau Unibanco Holding SA 4,016,863
380,342 Jammu & Kashmir Bank Ltd 622,290
965,557 Karur Vysya Bank Ltd 3,027,450
121,172 KB Financial Group Inc 12,537,343
1,930,000 KGI Financial Holding Co Ltd 1,753,550
682,727 Kuwait Real Estate Co KSC(b) 771,319
961,199 LIC Housing Finance Ltd 5,733,913
1,384,411 Life Insurance Corp of India 6,323,511
69,624 Meritz Financial Group Inc 4,782,275
1,846,480 Metropolitan Bank & Trust Co 1,960,771
205,388 Multi Commodity Exchange of India Ltd 6,174,245
70,909 Nova Ljubljanska Banka dd GDR 3,516,062
Shares   Fair Value
Financial — (continued)
550,182 NU Holdings Ltd Class A(b) $    7,350,432
7,222,478 Old Mutual Ltd     5,932,931
57,286 OTP Bank Nyrt     8,461,488
266,134 Pagseguro Digital Ltd Class A     2,408,513
2,095,000 People's Insurance Co Group of China Ltd Class H     1,257,481
1,792,000 PICC Property & Casualty Co Ltd Class H     3,288,357
2,067,500 Ping An Insurance Group Co of China Ltd Class H    13,518,933
662,475 Piraeus Bank SA 6,895,587
199,691 Piramal Finance Ltd 4,569,825
461,870 Power Finance Corp Ltd 2,073,926
147,125 Powszechna Kasa Oszczednosci Bank Polski SA 4,039,622
720,236 Prologis Property Mexico SA de CV REIT(a) 3,109,525
1,941,300 Public Bank Bhd 2,288,533
720,500 RHB Bank Bhd 1,464,717
15,919 Samsung Fire & Marine Insurance Co Ltd 6,423,811
821,730 Saudi National Bank 8,459,141
1,244,522 Sberbank of Russia PJSC(b)(c)(d) 0
170,939 SBI Life Insurance Co Ltd(e) 3,190,598
47,197 SK Square Co Ltd 53,373,242
9,801,748 South Indian Bank Ltd 4,732,916
127,857 State Bank of India 1,389,059
658,745 Tata Capital Ltd(b) 2,550,736
61,708,700 TMBThanachart Bank PCL(b) 4,575,802
10,981,042 Turkiye Is Bankasi AS Class C 3,493,747
2,959,046 Union Bank of India Ltd 5,400,162
133,120 Woori Financial Group Inc 2,514,161
9,070,954 Yes Bank Ltd(b) 2,319,580
4,011,000 Yuanta Financial Holding Co Ltd 8,342,268
    423,183,850
Industrial — 12.22%
148,999 Al Babtain Power & Telecommunication Co 2,565,803
28,451 Amber Enterprises India Ltd(b) 2,268,212
587,789 Aselsan Elektronik Sanayi Ve Ticaret AS 4,347,342
116,869 Bizlink Holding Inc 7,161,758
968,190 Cemex SAB de CV Sponsored ADR 11,618,280
167,300 Chaozhou Three-Circle Group Co Ltd Class A 4,181,568
192,000 Chroma ATE Inc 13,342,745
344,000 Compeq Manufacturing Co Ltd 2,556,845
959,600 COSCO Shipping Energy Transportation Co Ltd Class A 2,546,124
618,000 Delta Electronics Inc 38,812,744
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Industrial — (continued)
412,200 Delta Electronics Thailand PCL NVDR $    4,109,942
142,696 Delton Technology Guangzhou Inc Class A(b)     5,026,914
17,524 Dixon Technologies India Ltd     2,210,616
230,600 Dongfang Electric Corp Ltd Class H(a)       632,420
1,429,212 Electrical Industries Co     5,493,092
87,000 Elite Material Co Ltd    15,040,605
54,847 Embraer SA Sponsored ADR     3,499,239
146,000 Genius Electronic Optical Co Ltd 3,049,297
89,722 Grasim Industries Ltd 2,941,237
73,200 Han's Laser Technology Industry Group Co Ltd Class A 1,628,966
2,438 Hanwha Aerospace Co Ltd 1,577,828
6,479 HD Hyundai Electric Co Ltd 4,156,158
6,510 HD Hyundai Heavy Industries Co Ltd 2,510,086
10,125 HD Hyundai Marine Solution Co Ltd 1,483,661
18,870 HD Korea Shipbuilding & Offshore Engineering Co Ltd 4,306,476
112,896 Hindustan Aeronautics Ltd 5,233,068
914 Hyosung Heavy Industries Corp 2,077,151
47,238 Hyundai Rotem Co Ltd 5,323,522
2,463,000 JD Logistics Inc(b)(e) 3,706,966
39,000 Jentech Precision Industrial Co Ltd 4,283,382
195,581 Jiangsu Hengli Hydraulic Co Ltd Class A 3,110,689
576,200 Jiangsu Zhongtian Technology Co Ltd Class A 5,210,741
90,000 Lotes Co Ltd 6,070,100
205,900 Neway Valve Suzhou Co Ltd Class A 1,532,818
115,000 Raytron Technology Co Ltd Class A 2,636,380
13,303 Samsung Electro-Mechanics Co Ltd 19,265,939
173,987 Samsung Heavy Industries Co Ltd(b) 2,646,180
78,763 Sansera Engineering Ltd(e) 2,664,771
935,600 Sany Heavy Industry Co Ltd Class H 2,219,066
499,900 Shenzhen Inovance Technology Co Ltd Class A 4,902,053
336,000 Sunonwealth Electric Machine Industry Co Ltd 1,516,530
1,355,500 Sunway Construction Group Bhd 2,474,686
2,586,725 Suzlon Energy Ltd(b) 1,613,549
78,258 Tube Investments of India Ltd 2,509,114
198,000 Yageo Corp 7,222,857
631,600 Zhejiang Sanhua Intelligent Controls Co Ltd Class H(a) 2,146,520
Shares   Fair Value
Industrial — (continued)
157,200 ZTO Express Cayman Inc $    3,478,678
    238,912,718
Technology — 37.61%
478,000 Advantech Co Ltd     7,457,258
669,000 ASE Technology Holding Co Ltd    14,929,777
93,000 Asia Vital Components Co Ltd     7,522,792
4,000 ASPEED Technology Inc     2,110,634
154,819 Coforge Ltd 2,403,556
44,700 G-bits Network Technology Xiamen Co Ltd Class A 2,369,921
534,600 Giant Network Group Co Ltd Class A 2,178,361
139,147 HCL Technologies Ltd 1,580,500
717,502 Infosys Ltd 7,606,947
156,000 International Games System Co Ltd 3,885,508
323,000 MediaTek Inc 44,013,504
98,720 Montage Technology Co Ltd Class A 4,560,016
48,095 NAURA Technology Group Co Ltd Class A 6,307,736
265,400 NetEase Inc 6,815,944
2,294,000 Newborn Town Inc(a)(b) 2,222,077
16,800 Piotech Inc Class A 2,143,219
65,113 Rasan Information Technology Co(a)(b) 2,679,248
203,000 Realtek Semiconductor Corp 5,181,475
864,527 Samsung Electronics Co Ltd 191,836,224
10,267 Silicon Motion Technology Corp ADR 3,422,299
68,253 SK hynix Inc 120,438,094
3,573,000 Taiwan Semiconductor Manufacturing Co Ltd 281,874,969
80,320 Tata Consultancy Services Ltd 1,726,357
804,000 United Microelectronics Corp 4,312,496
310,000 Winbond Electronics Corp 2,082,704
282,200 XD Inc 1,610,280
1,018,400 Zhejiang Century Huatong Group Co Ltd Class A 2,125,557
    735,397,453
Utilities — 1.44%
442,800 Axia Energia 4,663,626
1,038,500 Companhia de Saneamento do Paraná SANEPAR 7,475,478
248,796 Korea Electric Power Corp 5,994,801
269,348 Nava Ltd 1,727,651
763,959 PGE Polska Grupa Energetyczna SA(b) 1,920,775
863,840 Saudi Energy Co 4,092,516
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Utilities — (continued)
940,839 Tauron Polska Energia SA $    2,283,051
    28,157,898
TOTAL COMMON STOCK — 99.62%
(Cost $1,267,697,977)
$1,947,868,952
PREFERRED STOCK
Financial — 0.20%
$ 1,122,200 Banco Bradesco SA(b)     3,925,950
TOTAL PREFERRED STOCK — 0.20%
(Cost $3,553,726)
$3,925,950
GOVERNMENT MONEY MARKET MUTUAL FUNDS
27,486,009 Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(f), 3.60%(g) 27,486,009
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS — 1.40%
(Cost $27,486,009)
$27,486,009
TOTAL INVESTMENTS — 101.22%
(Cost $1,298,737,712)
$1,979,280,911
OTHER ASSETS & LIABILITIES, NET — (1.22)% $(23,911,772)
TOTAL NET ASSETS — 100.00% $1,955,369,139
(a)  All or a portion of the security is on loan as of June 30, 2026.
(b)  Non-income producing security.
(c)  Security is fair valued using significant unobservable inputs.
(d)  Trading in Russian securities listed on the Moscow Exchange, Russian ADRs,and Russian GDRs are subject to trade restrictions; and therefore, the ability of the Fund to buy these securities is currently not permitted, and the ability of the Fund to sell these securities is uncertain.
(e)  Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2026, the aggregate fair value of 144A securities was $40,504,165, representing 2.07% of net assets.
(f)  Collateral received for securities on loan.
(g)  Rate shown is the 7-day yield as of June 30, 2026.
ADR  American Depositary Receipt
GDR  Global Depositary Receipt
NVDR  Non-Voting Depository Receipt
REIT  Real Estate Investment Trust
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER EMERGING MARKETS EQUITY FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Summary of Investments by Country as of June 30, 2026.
Country: Fair Value   Percentage of
Fund Investments
Taiwan $527,944,641   26.67%
South Korea 478,246,095   24.16
China 328,455,237   16.59
India 213,599,585   10.79
Brazil 58,529,272   2.96
Saudi Arabia 45,817,579   2.31
United States 42,212,858   2.13
Hong Kong 39,269,072   1.98
South Africa 34,577,649   1.75
Mexico 28,673,048   1.45
Thailand 18,570,498   0.94
United Arab Emirates 16,731,946   0.85
Malaysia 16,518,260   0.83
Poland 15,907,316   0.80
Greece 14,821,443   0.75
Peru 14,492,556   0.73
Singapore 11,783,358   0.60
Hungary 11,427,194   0.58
Philippines 11,401,147   0.58
Indonesia 11,268,388   0.57
Canada 9,602,030   0.49
Turkey 9,443,382   0.48
Egypt 3,854,510   0.19
Slovenia 3,516,062   0.18
Luxembourg 3,226,807   0.16
Australia 3,074,687   0.16
Kazakhstan 2,211,224   0.11
Ireland 1,802,115   0.09
Chile 1,531,633   0.08
Kuwait 771,319   0.04
Russia 0   0.00
Total $1,979,280,911   100.00%
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL GROWTH FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
COMMON STOCK
Basic Materials — 3.44%
75,158 Air Liquide SA $ 14,883,158
530,208 Glencore PLC   3,614,491
182,100 JX Advanced Metals Corp   5,025,829
109,609 Novonesis / Novozymes Class B   6,918,370
    30,441,848
Communications — 4.98%
665,600 M3 Inc 7,418,776
112,373 Scout24 SE(a) 9,299,350
14,708 Spotify Technology SA(b) 6,752,884
1,500,607 Telstra Group Ltd 5,262,420
277,400 Tencent Holdings Ltd 15,307,642
    44,041,072
Consumer, Cyclical — 14.22%
154,400 Asics Corp 4,199,481
39,930 Cie Financiere Richemont SA Class A 9,216,977
450,228 Clicks Group Ltd 6,252,342
359,097 Compass Group PLC 15,384,999
46,269 Dollarama Inc 6,120,916
13,297 Ferrari NV 4,942,415
44,766 IMCD NV(c) 4,047,900
97,499 Industria de Diseno Textil SA 6,145,568
7,924 Kering SA 2,241,429
15,175 LVMH Moet Hennessy Louis Vuitton SE 8,392,662
99,200 Nintendo Co Ltd 4,170,369
10,873 Rational AG 7,965,384
111,365 Ryanair Holdings PLC Sponsored ADR 7,210,884
532,700 Sanrio Co Ltd(c) 3,603,863
324,500 Sony Group Corp 6,530,259
422,400 Sumitomo Electric Industries Ltd 7,838,531
312,500 Suzuki Motor Corp 3,779,918
252,900 Toei Animation Co Ltd 3,785,840
49,528 Toromont Industries Ltd 8,144,488
275,110 Universal Music Group NV 5,763,409
    125,737,634
Consumer, Non-Cyclical — 22.21%
180,200 Ajinomoto Co Inc 6,569,943
13,512 Argenx SE(b) 12,523,746
95,019 AstraZeneca PLC 17,737,987
263,733 Brambles Ltd 3,560,937
76,135 British American Tobacco PLC 4,710,465
74,620 Coloplast A/S Class B 4,249,936
267,034 Diageo PLC 5,376,339
61,331 EssilorLuxottica SA 11,516,185
275,091 Experian PLC 9,267,939
30,718 Galderma Group AG 6,986,735
115,985 InterContinental Hotels Group PLC 19,323,101
220,000 Kao Corp(c) 4,360,111
Shares   Fair Value
Consumer, Non-Cyclical — (continued)
23,656 L'Oreal SA $ 10,369,734
333,681 Novo Nordisk A/S Class B  16,025,683
45,061 Pernod Ricard SA   3,275,373
296,800 Recruit Holdings Co Ltd  20,651,040
522,569 RELX PLC  16,514,346
17,243 UCB SA   5,162,040
214,528 Unilever PLC  12,921,050
81,568 Wolters Kluwer NV 5,274,142
    196,376,832
Energy — 0.34%
88,090 SBM Offshore NV 3,045,339
Financial — 13.91%
1,536,200 AIA Group Ltd 14,064,272
33,306 Aon PLC Class A 11,047,267
349,297 Computershare Ltd 9,250,392
192,910 DBS Group Holdings Ltd 9,767,960
270,822 Gjensidige Forsikring ASA 7,330,791
406,929 HDFC Bank Ltd ADR 10,510,976
303,900 Hong Kong Exchanges & Clearing Ltd 14,139,543
135,408 London Stock Exchange Group PLC 14,636,163
7,518 Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 4,198,492
9,207 Partners Group Holding AG 7,541,311
261,000 Singapore Exchange Ltd 4,869,592
210,301 Standard Chartered PLC 5,684,309
200,872 UBS Group AG 9,955,444
    122,996,512
Industrial — 18.99%
324,530 Assa Abloy AB Class B 11,465,925
22,105 AT&S Austria Technologie & Systemtechnik AG(b)(c) 5,342,246
472,800 Azbil Corp 5,035,154
89,804 Diploma PLC 8,482,559
32,789 DSV A/S 7,802,254
123,733 Halma PLC 6,464,053
4,975 Hanwha Aerospace Co Ltd 3,219,727
998,158 Hexagon AB Class B 8,258,111
41,700 Hoya Corp 6,726,268
27,800 Keyence Corp 14,052,549
102,900 Kinden Corp 5,079,419
48,464 Legrand SA 8,211,921
421,800 Penta-Ocean Construction Co Ltd 4,466,000
38,551 Prysmian SpA 6,489,776
771,991 Rolls-Royce Holdings PLC 14,796,780
41,323 Safran SA 16,284,555
20,559 Sartorius AG 5,393,608
35,988 Schneider Electric SE 11,776,160
48,300 Siemens Energy AG 9,207,953
70,330 SPIE SA 4,049,022
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL GROWTH FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Industrial — (continued)
6,094 VAT Group AG(a) $  5,343,955
    167,947,995
Technology — 18.85%
47,640 Accenture PLC Class A   5,928,322
41,600 Advantest Corp   8,558,304
25,533 ASML Holding NV  50,559,655
21,892 Capgemini SE   2,197,786
70,963 Check Point Software Technologies Ltd(b) 9,326,667
88,393 Indra Sistemas SA(c) 4,848,304
123,536 Infineon Technologies AG 11,637,291
14,600 Kioxia Holdings Corp(b) 8,485,957
19,200 Lasertec Corp 6,098,658
16,195 Nebius Group NV(b) 4,472,573
54,741 SAP SE 8,438,198
43,072 Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR 20,569,895
31,400 Tokyo Electron Ltd 15,224,422
1,278,100 TOTVS SA 7,095,741
12,456 Tower Semiconductor Ltd(b) 3,246,532
    166,688,305
Utilities — 1.04%
63,479 RWE AG 4,106,697
Shares   Fair Value
Utilities — (continued)
159,010 SSE PLC $  5,127,972
    9,234,669
TOTAL COMMON STOCK — 97.98%
(Cost $793,348,430)
$866,510,206
GOVERNMENT MONEY MARKET MUTUAL FUNDS
11,217,987 Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(d), 3.60%(e)  11,217,987
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS — 1.27%
(Cost $11,217,987)
$11,217,987
TOTAL INVESTMENTS — 99.25%
(Cost $804,566,417)
$877,728,193
OTHER ASSETS & LIABILITIES, NET — 0.75% $6,606,078
TOTAL NET ASSETS — 100.00% $884,334,271
 
(a)  Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2026, the aggregate fair value of 144A securities was $14,643,305, representing 1.66% of net assets.
(b)  Non-income producing security.
(c)  All or a portion of the security is on loan as of June 30, 2026.
(d)  Collateral received for securities on loan.
(e)  Rate shown is the 7-day yield as of June 30, 2026.
ADR  American Depositary Receipt
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL GROWTH FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Summary of Investments by Country as of June 30, 2026.
Country: Fair Value   Percentage of
Fund Investments
United Kingdom $158,207,390   18.02%
Japan 151,660,692   17.28
France 93,197,985   10.62
Netherlands 85,686,765   9.76
Germany 60,246,972   6.86
Switzerland 42,658,913   4.86
Denmark 34,996,243   3.99
Hong Kong 28,203,815   3.21
Sweden 26,476,920   3.02
Ireland 22,407,144   2.55
Taiwan 20,569,895   2.34
Australia 18,073,749   2.06
China 15,307,642   1.74
Singapore 14,637,551   1.67
Canada 14,265,405   1.63
Israel 12,573,199   1.43
Italy 11,432,191   1.30
United States 11,217,987   1.28
Spain 10,993,872   1.25
India 10,510,976   1.20
Norway 7,330,791   0.84
Brazil 7,095,741   0.81
South Africa 6,252,342   0.71
Austria 5,342,246   0.61
Belgium 5,162,040   0.59
South Korea 3,219,727   0.37
Total $877,728,193   100.00%
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
COMMON STOCK
Basic Materials — 5.40%
102,988 Air Liquide SA $   20,394,447
27,366 Akzo Nobel NV(a)     1,861,043
171,338 Anglo American PLC     8,402,303
55,841 Antofagasta PLC     2,833,371
67,873 ArcelorMittal SA     4,092,256
205,400 Asahi Kasei Corp     2,284,478
141,256 BASF SE 7,550,544
821,727 BHP Group Ltd 34,243,705
45,873 Boliden AB 2,591,986
19,022 Brenntag SE 1,156,673
27,691 DSM-Firmenich AG 2,628,348
1,088 EMS-Chemie Holding AG 932,632
34,336 Endeavour Mining PLC 1,681,363
323,352 Evolution Mining Ltd 2,673,710
38,653 Evonik Industries AG 701,375
268,575 Fortescue Ltd 3,574,801
34,232 Fresnillo PLC 1,246,185
1,452 Givaudan SA 6,141,612
1,518,167 Glencore PLC 10,349,523
128,150 ICL Group Ltd 642,793
89,200 JFE Holdings Inc(a) 861,181
88,100 JX Advanced Metals Corp 2,431,497
143,409 Lynas Rare Earths Ltd(b) 1,799,472
192,500 Mitsubishi Chemical Group Corp 1,350,761
8,700 Mitsui Kinzoku Co Ltd 2,328,034
147,700 Nippon Paint Holdings Co Ltd(a) 963,385
26,200 Nippon Sanso Holdings Corp 971,863
772,870 Nippon Steel Corp(a) 2,560,622
109,300 Nitto Denko Corp 2,150,345
217,451 Norsk Hydro ASA 1,967,667
215,765 Northern Star Resources Ltd 2,856,651
56,162 Novonesis / Novozymes Class B 3,544,869
513,498 PLS Group Ltd(b) 1,799,417
28,300 Resonac Holdings Corp 3,148,045
60,211 Rio Tinto Ltd 7,244,557
171,954 Rio Tinto PLC 16,265,434
267,000 Shin-Etsu Chemical Co Ltd 11,638,395
713,408 South32 Ltd 1,937,187
39,300 Sumitomo Metal Mining Co Ltd 1,822,760
11,314 Syensqo SA 836,518
20,997 Symrise AG 2,106,199
218,400 Toray Industries Inc 1,529,813
81,895 UPM-Kymmene OYJ 2,170,817
26,319 Yara International ASA 1,157,453
    191,426,090
Communications — 4.22%
148,226 Airtel Africa PLC(c) 643,989
944,298 BT Group PLC 2,381,633
60,671 CAR Group Ltd 1,083,039
32,478 Delivery Hero SE(a)(b)(c) 1,329,086
558,367 Deutsche Telekom AG 15,223,431
22,640 Elisa OYJ 950,132
Shares   Fair Value
Communications — (continued)
367,222 Grab Holdings Ltd Class A(b) $    1,384,427
575,900 HKT Trust & HKT Ltd       856,794
206,836 Informa PLC     2,480,986
465,800 KDDI Corp     7,824,374
611,016 Koninklijke KPN NV     3,017,662
425,200 LY Corp     1,131,696
14,637 Millicom International Cellular SA     1,328,454
813,266 Nokia OYJ 10,845,864
4,869,800 NTT Inc(a) 4,331,828
295,885 Orange SA(a) 5,580,013
91,824 Pearson PLC 1,458,601
211,963 Prosus NV 9,210,525
36,319 Publicis Groupe SA(a) 3,589,136
240,300 Rakuten Group Inc(b) 1,121,643
12,236 Scout24 SE(c) 1,012,582
60,400 Sea Ltd ADR(b) 5,788,132
1,185,600 Singapore Telecommunications Ltd 4,047,658
4,569,000 SoftBank Corp 5,834,292
599,600 SoftBank Group Corp 22,241,142
23,739 Spotify Technology SA(b) 10,899,287
4,271 Swisscom AG 3,294,334
88,203 Tele2 AB Class B 1,534,908
278,598 Telecom Italia SpA(b) 2,536,693
422,366 Telefonaktiebolaget LM Ericsson Class B 4,736,707
577,069 Telefonica SA(a) 2,319,160
98,170 Telenor ASA 1,406,325
377,664 Telia Co AB 1,839,541
625,196 Telstra Group Ltd 2,192,476
2,967,955 Vodafone Group PLC 3,927,496
    149,384,046
Consumer, Cyclical — 10.16%
29,013 Accor SA 1,682,891
39,731 AddTech AB Class B 1,404,080
27,082 adidas AG 5,558,009
78,800 Aisin Corp 1,069,843
71,127 Amadeus IT Group SA 4,161,004
23,200 ANA Holdings Inc(a) 424,725
88,364 Aristocrat Leisure Ltd 3,744,634
110,700 Asics Corp 3,010,897
49,988 Associated British Foods PLC 1,313,786
14,789 Avolta AG 988,009
80,900 Bandai Namco Holdings Inc 1,875,350
44,491 Bayerische Motoren Werke AG 2,920,766
180,800 Bridgestone Corp(a) 3,812,278
50,134 Bunzl PLC 1,748,291
86,831 Cie Financiere Richemont SA Class A 20,043,060
102,656 Cie Generale des Etablissements Michelin SCA 3,965,617
427,130 CK Hutchison Holdings Ltd 3,620,199
270,237 Compass Group PLC 11,577,919
17,069 Continental AG 1,412,372
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Consumer, Cyclical — (continued)
9,281 CTS Eventim AG & Co KGaA $      542,090
72,190 Daimler Truck Holding AG     3,481,644
89,100 Daiwa House Industry Co Ltd     2,414,318
276,300 Denso Corp     3,181,320
91,493 Deutsche Lufthansa AG     1,048,401
3,623 D'ieteren Group       707,244
17,842 Dr Ing hc F Porsche AG(a)       890,738
18,618 Evolution AB(c) 1,278,028
30,300 Fast Retailing Co Ltd 15,524,035
19,925 Ferrari NV 7,406,002
311,000 Galaxy Entertainment Group Ltd 1,170,772
65,251 H & M Hennes & Mauritz AB Class B(a) 1,122,438
4,164 Hermes International SCA 7,614,658
582,500 Honda Motor Co Ltd 5,247,023
171,949 Industria de Diseno Textil SA 10,838,308
196,087 International Consolidated Airlines Group SA 1,244,784
84,800 Isuzu Motors Ltd 1,129,214
896,300 ITOCHU Corp 10,229,153
11,773 Kering SA 3,330,179
267,627 Kingfisher PLC 1,004,500
348,552 Lottery Corp Ltd 1,385,600
40,138 LVMH Moet Hennessy Louis Vuitton SE 22,198,659
223,700 Marubeni Corp 6,521,656
116,302 Mercedes-Benz Group AG 5,849,819
488,500 Mitsubishi Corp 13,068,445
381,700 Mitsui & Co Ltd 10,658,201
37,486 Moncler SpA 2,181,576
18,610 Next PLC 3,589,441
175,500 Nintendo Co Ltd 7,378,022
333,700 Nissan Motor Co Ltd(a) 617,827
65,400 Nitori Holdings Co Ltd(a) 969,119
168,200 Oriental Land Co Ltd(a) 2,561,341
304,700 Pan Pacific International Holdings Corp 1,544,385
371,400 Panasonic Holdings Corp 10,448,742
12,476 Pandora A/S 1,433,325
23,461 Porsche Automobil Holding SE 724,652
114,725 Qantas Airways Ltd 842,915
804 Rational AG 588,997
29,771 Renault SA 855,242
35,399 Rexel SA 1,550,844
65,558 Ryanair Holdings PLC 2,049,253
80,000 Ryohin Keikaku Co Ltd 1,748,644
397,672 Sands China Ltd 663,522
149,800 Sanrio Co Ltd(a) 1,013,438
94,300 Sekisui House Ltd 1,960,463
33,851 SGH Ltd 1,093,413
11,300 Shimano Inc 1,205,262
256,200 Singapore Airlines Ltd 1,523,583
13,381 Sodexo SA 773,965
943,100 Sony Group Corp 18,979,006
318,594 Stellantis NV 1,825,664
93,500 Subaru Corp 1,367,933
654,800 Sumitomo Corp 6,293,727
Shares   Fair Value
Consumer, Cyclical — (continued)
450,800 Sumitomo Electric Industries Ltd $    8,365,553
247,000 Suzuki Motor Corp     2,987,647
4,461 Swatch Group AG     1,090,217
82,000 Toho Co Ltd       655,869
49,400 Tokyo Gas Co Ltd     1,870,570
1,527,775 Toyota Motor Corp    25,594,062
102,900 Toyota Tsusho Corp     3,830,160
162,688 Universal Music Group NV 3,408,228
252,078 Volvo AB Class B 8,574,626
184,080 Wesfarmers Ltd 11,520,300
143,500 Yamaha Motor Co Ltd(a) 1,089,627
34,738 Zalando SE(b)(c) 1,006,567
15,300 Zensho Holdings Co Ltd 761,718
    359,960,404
Consumer, Non-Cyclical — 18.53%
8,956 Abivax SA(b) 1,181,203
4,379 Adyen NV(b)(c) 4,108,002
356,100 Aeon Co Ltd 2,944,998
137,000 Ajinomoto Co Inc 4,994,907
79,054 Alcon AG 5,330,606
146,624 Anheuser-Busch InBev SA 12,115,470
9,744 Argenx SE(b) 9,031,334
225,400 Asahi Group Holdings Ltd(a) 2,142,802
289,200 Astellas Pharma Inc 3,868,532
244,116 AstraZeneca PLC 45,571,165
55,827 Ayvens SA 735,370
574 Barry Callebaut AG 793,727
156,023 Bayer AG 8,629,321
15,080 Beiersdorf AG(a) 1,298,739
6,667 BioMerieux 523,367
216,437 Brambles Ltd 2,922,344
323,975 British American Tobacco PLC 20,044,302
53,137 Bureau Veritas SA 1,627,516
14,875 Carlsberg AS Class B 1,946,535
95,349 Carrefour SA 1,770,146
162 Chocoladefabriken Lindt & Spruengli AG 3,704,233
106,200 Chugai Pharmaceutical Co Ltd 4,905,719
32,757 Coca-Cola Europacific Partners PLC 3,276,028
34,739 Coca-Cola HBC AG 2,263,576
10,348 Cochlear Ltd 869,186
212,025 Coles Group Ltd 3,571,229
19,226 Coloplast A/S Class B 1,095,005
78,358 CSL Ltd 6,251,761
60,800 Dai Nippon Printing Co Ltd 1,115,587
285,000 Daiichi Sankyo Co Ltd 4,582,875
103,082 Danone SA 8,425,721
92,203 Davide Campari-Milano NV(a) 574,376
16,385 Demant A/S(b) 673,005
353,924 Diageo PLC 7,125,742
40,700 Eisai Co Ltd 1,025,976
48,900 EssilorLuxottica SA 9,182,003
95,031 Essity AB Class B 2,690,686
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Consumer, Non-Cyclical — (continued)
18,301 Eurofins Scientific SE $    1,432,132
145,768 Experian PLC     4,910,989
3,171 Financiere de Tubize SA       837,736
92,279 Fisher & Paykel Healthcare Corp Ltd     2,049,925
35,033 Fresenius Medical Care AG     1,585,965
66,013 Fresenius SE & Co KGaA     3,015,890
178,100 FUJIFILM Holdings Corp     3,810,175
29,181 Galderma Group AG 6,637,148
9,554 Genmab A/S(b) 2,619,252
655,197 GSK PLC 17,196,526
1,415,812 Haleon PLC 6,522,411
19,967 Heineken Holding NV 1,520,483
45,968 Heineken NV 3,859,579
14,292 Henkel AG & Co KGaA 1,131,041
119,393 Imperial Brands PLC 4,411,060
22,787 InterContinental Hotels Group PLC 3,796,314
24,599 Intertek Group PLC 1,891,958
6,215 Ipsen SA 1,197,745
274,871 J Sainsbury PLC 1,166,083
178,000 Japan Tobacco Inc(a) 6,568,111
46,150 Jeronimo Martins SGPS SA 883,866
142,400 Kao Corp(a) 2,822,181
24,972 Kerry Group PLC Class A 2,290,689
45,079 Kesko OYJ Class B(a) 1,007,843
104,800 Kikkoman Corp 1,075,074
125,000 Kirin Holdings Co Ltd(a) 2,155,774
140,054 Koninklijke Ahold Delhaize NV 5,636,085
130,661 Koninklijke Philips NV(a) 3,553,268
40,800 Kyowa Kirin Co Ltd(a) 649,365
37,094 Lifco AB Class B(a) 1,215,711
11,115 Lonza Group AG 7,498,229
38,735 L'Oreal SA 16,979,693
62 Lotus Bakeries NV(a) 822,321
77,660 Magnum Ice Cream Co NV(b) 1,351,951
325,542 Marks & Spencer Group PLC 1,606,558
20,246 Merck KGaA 3,394,123
78,088 Mowi ASA 1,442,531
415,222 Nestle SA 42,587,312
7,190 NMC Health PLC(b)(d) 477
296,463 Novartis AG 46,334,918
520,382 Novo Nordisk A/S Class B 24,992,364
181,200 Olympus Corp 1,897,379
17,092 Orion OYJ Class B 1,404,061
108,824 Orkla ASA 1,144,138
68,500 Otsuka Holdings Co Ltd 4,559,305
32,461 Pernod Ricard SA 2,359,510
32,535 QIAGEN NV 1,272,119
102,328 Reckitt Benckiser Group PLC 6,663,651
17,729 Recordati Industria Chimica e Farmaceutica SpA 1,039,252
213,700 Recruit Holdings Co Ltd 14,869,027
288,189 RELX PLC 9,104,337
396,226 Rentokil Initial PLC 2,252,803
118,766 Roche Holding AG 48,862,710
10,043 Salmar ASA 470,028
66,137 Sandoz Group AG 5,975,740
Shares   Fair Value
Consumer, Non-Cyclical — (continued)
176,053 Sanofi SA $   15,053,119
4,703 Sartorius Stedim Biotech       975,178
63,000 Secom Co Ltd     2,502,751
80,551 Securitas AB Class B     1,322,863
302,500 Seven & i Holdings Co Ltd     3,627,694
26,069 SGS SA     3,023,038
117,600 Shionogi & Co Ltd     2,009,375
65,200 Shiseido Co Ltd(a) 1,052,392
53,023 Siemens Healthineers AG(c) 2,068,026
832,961 Sigma Healthcare Ltd 1,586,009
130,625 Smith & Nephew PLC 1,886,957
78,009 Sonic Healthcare Ltd 1,122,604
8,205 Sonova Holding AG 1,947,399
17,754 Straumann Holding AG 2,333,726
65,329 Sunbelt Rentals Holdings Inc 4,887,262
21,600 Suntory Beverage & Food Ltd(a) 601,910
30,708 Swedish Orphan Biovitrum AB(b) 1,463,767
251,852 Takeda Pharmaceutical Co Ltd 8,027,694
212,900 Terumo Corp 2,907,691
1,016,213 Tesco PLC 6,193,603
187,199 Teva Pharmaceutical Industries Ltd Sponsored ADR(b) 6,342,302
36,300 TOPPAN Holdings Inc 1,150,994
510,015 Transurban Group 5,071,039
19,980 UCB SA 5,981,416
171,300 Unicharm Corp(a) 992,672
352,995 Unilever PLC 21,201,280
43,357 Verisure PLC(b) 483,363
1,319,880 WH Group Ltd(c) 1,399,489
254,100 Wilmar International Ltd 709,163
116,825 Wise Group PLC Class A(b) 1,392,483
37,359 Wolters Kluwer NV 2,415,613
196,943 Woolworths Group Ltd 5,441,500
    656,422,382
Diversified — 0.04%
25,679 Jardine Matheson Holdings Ltd 1,592,098
Energy — 3.36%
48,826 Aker BP ASA 1,489,663
206,144 APA Group 1,444,351
113,326 Bollore SE 525,426
2,532,486 BP PLC 15,607,973
432,950 ENEOS Holdings Inc 3,204,856
292,462 Eni SpA 6,861,622
114,258 Equinor ASA 3,602,941
66,642 Galp Energia SGPS SA 1,412,400
118,680 Idemitsu Kosan Co Ltd 876,727
138,100 Inpex Corp(a) 2,786,614
66,101 Neste OYJ 2,158,191
23,917 OMV AG 1,502,977
179,396 Repsol SA(a) 4,482,117
523,777 Santos Ltd 2,598,390
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Energy — (continued)
906,742 Shell PLC $   35,225,540
317,596 TotalEnergies SE    24,558,186
147,632 Var Energi ASA       611,696
153,601 Vestas Wind Systems A/S     4,348,965
306,475 Woodside Energy Group Ltd     5,926,915
    119,225,550
Financial — 26.14%
157,038 3i Group PLC 5,161,958
100,883 ABN AMRO Bank NV(c) 4,290,724
40,284 Admiral Group PLC 1,901,498
194,623 Aegon Ltd 1,656,311
26,313 AerCap Holdings NV 3,835,909
23,205 Ageas SA 1,856,643
1,694,400 AIA Group Ltd 15,512,630
340,607 AIB Group PLC 4,002,965
61,402 Allianz SE 29,064,415
10,072 Amundi SA(c) 966,848
488,997 ANZ Group Holdings Ltd 11,933,648
24,342 ASR Nederland NV 1,838,323
31,637 ASX Ltd 1,167,503
479,359 Aviva PLC 4,131,673
253,900 AXA SA 12,722,743
6,863 Azrieli Group Ltd(a) 930,473
36,706 Banca Mediolanum SpA 914,758
312,276 Banca Monte dei Paschi di Siena SpA 3,880,772
903,536 Banco Bilbao Vizcaya Argentaria SA 22,748,068
179,296 Banco BPM SpA 3,100,443
1,204,002 Banco Comercial Portugues SA Class R 1,424,562
806,148 Banco de Sabadell SA 2,856,525
2,324,821 Banco Santander SA 32,268,073
211,493 Bank Hapoalim BM 4,878,185
235,478 Bank Leumi Le-Israel BM 5,269,669
151,895 Bank of Ireland Group PLC 3,026,189
107,202 Bankinter SA 1,795,182
4,628 Banque Cantonale Vaudoise(a) 677,549
2,192,110 Barclays PLC 14,686,468
12,054 BAWAG Group AG(c) 2,416,626
159,075 BNP Paribas SA 18,578,807
592,500 BOC Hong Kong Holdings Ltd 3,215,224
247,630 BPER Banca SpA 3,890,528
573,401 CaixaBank SA 8,124,014
650,251 CapitaLand Ascendas REIT 1,252,308
936,496 CapitaLand Integrated Commercial Trust REIT 1,718,463
388,357 Capitaland Investment Ltd 748,488
88,300 Chiba Bank Ltd 1,352,669
279,424 CK Asset Holdings Ltd 1,578,591
104,256 Commerzbank AG(a) 4,440,735
270,677 Commonwealth Bank of Australia 30,847,427
80,965 Computershare Ltd 2,144,187
8,357 Covivio SA REIT 511,719
Shares   Fair Value
Financial — (continued)
148,073 Credit Agricole SA $    2,978,194
35,308 CVC Capital Partners PLC       513,648
556,100 Daiichi Life Group Inc     6,071,916
46,900 Daito Trust Construction Co Ltd       895,943
211,900 Daiwa Securities Group Inc     2,101,570
100,989 Danske Bank A/S     5,413,272
332,633 DBS Group Holdings Ltd    16,842,806
287,660 Deutsche Bank AG 9,742,147
29,877 Deutsche Boerse AG 8,148,920
139,406 DNB Bank ASA 4,150,431
68,798 EQT AB(a) 1,946,264
48,327 Erste Group Bank AG 6,467,957
12,454 Euronext NV(c) 1,992,025
14,841 EXOR NV(a) 1,136,995
114,963 Fastighets AB Balder Class B(a)(b) 613,197
96,751 FinecoBank Banca Fineco SpA 2,432,698
9,063 Futu Holdings Ltd ADR 849,566
7,059 Gecina SA REIT 593,110
134,904 Generali(a) 6,576,938
30,246 Gjensidige Forsikring ASA 818,719
323,032 Goodman Group REIT 6,969,792
13,090 Groupe Bruxelles Lambert NV 1,193,537
9,612 Hannover Rueck SE 2,661,900
19,117 Harel Insurane Investments & Finance 1,007,067
12,504 Helvetia Baloise Holding AG 3,224,760
235,830 Henderson Land Development Co Ltd 747,989
191,012 Hong Kong Exchanges & Clearing Ltd 8,887,208
152,600 Hongkong Land Holdings Ltd 1,087,136
2,773,217 HSBC Holdings PLC 52,432,385
73,000 Hulic Co Ltd(a) 764,395
17,021 Industrivarden AB Class A 954,947
25,421 Industrivarden AB Class C 1,396,081
151,897 Infratil Ltd(a) 1,332,474
462,270 ING Groep NV 14,586,101
367,293 Insurance Australia Group Ltd 2,054,245
2,204,759 Intesa Sanpaolo SpA 15,153,892
23,025 Investment AB Latour Class B 457,552
279,892 Investor AB Class B 11,629,833
191,591 Israel Discount Bank Ltd Class A 1,897,009
151,700 Japan Exchange Group Inc 1,919,903
283,700 Japan Post Bank Co Ltd 5,399,478
284,400 Japan Post Holdings Co Ltd 3,822,667
85,800 Japan Post Insurance Co Ltd 811,016
32,325 Julius Baer Group Ltd 2,792,878
36,488 KBC Group NV 4,983,576
33,251 Klepierre SA REIT 1,389,673
12,807 L E Lundbergforetagen AB Class B 738,291
109,009 Land Securities Group PLC REIT 938,409
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Financial — (continued)
893,081 Legal & General Group PLC $    3,384,825
423,944 Link REIT     1,978,269
9,445,003 Lloyds Banking Group PLC    13,816,836
72,843 London Stock Exchange Group PLC     7,873,553
368,443 M&G PLC     1,643,269
58,883 Macquarie Group Ltd    10,236,432
146,261 Mapfre SA       724,150
425,961 Medibank Pvt Ltd 1,463,499
169,100 Mitsubishi Estate Co Ltd 4,312,252
144,300 Mitsubishi HC Capital Inc 1,172,155
1,723,100 Mitsubishi UFJ Financial Group Inc 34,329,210
396,700 Mitsui Fudosan Co Ltd 3,676,784
24,532 Mizrahi Tefahot Bank Ltd 1,624,797
381,610 Mizuho Financial Group Inc 18,328,276
193,200 MS&AD Insurance Group Holdings Inc 5,007,738
20,777 Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 11,603,096
496,692 National Australia Bank Ltd 13,042,494
1,269,509 NatWest Group PLC 11,198,759
1,284 Nippon Building Fund Inc REIT(a) 995,970
41,332 NN Group NV 3,623,520
479,800 Nomura Holdings Inc 4,212,611
491,135 Nordea Bank Abp 9,320,194
177,200 ORIX Corp 6,749,820
527,785 Oversea-Chinese Banking Corp Ltd 10,128,557
3,580 Partners Group Holding AG 2,932,323
36,825 Phoenix Financial Ltd 2,036,012
405,094 Prudential PLC 5,377,797
243,549 QBE Insurance Group Ltd 4,236,558
20,830 Raiffeisen Bank International AG 1,331,594
8,220 REA Group Ltd 791,861
328,700 Resona Holdings Inc 4,285,604
37,460 Sagax AB Class B 595,776
383,607 Sampo OYJ Class A 4,028,606
90,480 SBI Holdings Inc 1,483,763
837,904 Scentre Group REIT 2,233,505
133,056 Schroders PLC 1,036,234
207,110 Segro PLC REIT 2,402,060
135,900 Singapore Exchange Ltd 2,535,546
583,485 Sino Land Co Ltd 766,371
240,591 Skandinaviska Enskilda Banken AB Class A 4,790,415
103,277 Societe Generale SA 9,141,033
2,430 Sofina SA(a) 618,898
131,250 Sompo Holdings Inc 4,986,225
287,906 Standard Chartered PLC 7,781,925
107,165 Standard Life PLC 1,183,951
366,542 Stockland REIT 1,033,645
580,400 Sumitomo Mitsui Financial Group Inc 22,751,135
101,572 Sumitomo Mitsui Trust Group Inc 3,792,696
Shares   Fair Value
Financial — (continued)
96,700 Sumitomo Realty & Development Co Ltd $    2,245,105
209,500 Sun Hung Kai Properties Ltd     3,015,402
175,694 Suncorp Group Ltd     2,343,953
216,675 Svenska Handelsbanken AB Class A     3,188,440
133,663 Swedbank AB Class A     4,993,096
52,000 Swire Pacific Ltd Class A       543,164
4,480 Swiss Life Holding AG     4,924,727
12,731 Swiss Prime Site AG 2,077,399
47,561 Swiss Re AG 7,559,816
72,900 T&D Holdings Inc 2,174,450
9,901 Talanx AG 1,252,319
290,800 Tokio Marine Holdings Inc 12,786,132
55,395 Tryg A/S 1,260,957
513,545 UBS Group AG 25,451,871
17,445 Unibail-Rodamco-Westfield REIT 2,041,531
218,273 UniCredit SpA 19,561,288
58,533 Unipol Assicurazioni SpA 1,636,020
199,106 United Overseas Bank Ltd 6,131,436
634,679 Vicinity Ltd REIT 1,130,889
119,252 Vonovia SE 2,941,875
54,752 Washington H Soul Pattinson & Co Ltd 1,750,128
552,931 Westpac Banking Corp 13,472,497
262,300 Wharf Real Estate Investment Co Ltd 716,338
165,500 Yokohama Financial Group Inc 1,782,348
24,135 Zurich Insurance Group AG 17,851,040
    926,273,823
Industrial — 16.99%
253,012 ABB Ltd 27,522,477
4,042 Acciona SA(a) 1,280,608
28,250 ACS Actividades de Construccion y Servicios SA 4,154,338
119,851 Aena SME SA(c) 3,652,163
5,779 Aeroports de Paris SA(a) 753,548
32,200 AGC Inc(a) 1,391,341
96,013 Airbus SE 21,362,034
45,564 Alfa Laval AB 2,718,150
55,427 Alstom SA 968,336
450 AP Moller - Maersk A/S Class A 1,038,729
519 AP Moller - Maersk A/S Class B(a) 1,232,909
158,379 Assa Abloy AB Class B 5,595,667
406,408 Atlas Copco AB Class A 8,237,481
237,678 Atlas Copco AB Class B 4,213,566
267,006 Auckland International Airport Ltd 1,267,470
474,922 BAE Systems PLC 11,635,613
64,977 Beijer Ref AB Class B(a) 952,369
1,590 Belimo Holding AG 1,787,761
30,770 Bouygues SA 1,718,307
12,195 Buzzi SpA 624,656
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Industrial — (continued)
75,070 Cellnex Telecom SA(c) $    2,244,260
122,600 Central Japan Railway Co     2,616,901
70,619 Cie de Saint-Gobain SA     6,403,877
97,000 CK Infrastructure Holdings Ltd       739,549
21,967 CSG NV(a)(b)       320,620
50,700 Daifuku Co Ltd     2,246,013
41,800 Daikin Industries Ltd     6,376,122
3,101 Dassault Aviation SA 1,018,624
147,961 Deutsche Post AG 8,995,471
31,067 DSV A/S 7,392,498
151,500 East Japan Railway Co 3,166,051
73,100 Ebara Corp 2,862,781
10,680 Eiffage SA 1,575,349
4,464 Elbit Systems Ltd 3,394,311
98,369 Epiroc AB Class A 2,698,925
59,749 Epiroc AB Class B 1,386,750
147,800 FANUC Corp 6,805,616
77,625 Ferrovial SE 5,320,456
22,800 Fuji Electric Co Ltd 1,931,267
239,900 Fujikura Ltd 9,510,086
105,000 Furukawa Electric Co Ltd 3,158,105
23,205 GEA Group AG 1,593,387
5,351 Geberit AG 3,570,812
47,357 Getlink SE 1,006,640
60,358 Halma PLC 3,153,219
36,700 Hankyu Hanshin Holdings Inc 965,623
21,070 Heidelberg Materials AG 4,019,510
10,174 Hensoldt AG(a) 790,259
324,545 Hexagon AB Class B 2,685,075
713,500 Hitachi Ltd 19,746,898
2,460 HOCHTIEF AG 1,425,929
80,429 Holcim AG 7,251,699
53,700 Hoya Corp 8,661,885
37,900 Ibiden Co Ltd 5,722,192
163,300 IHI Corp 2,757,031
41,235 Indutrade AB 853,279
39,567 InPost SA(b) 697,292
67,300 Kajima Corp 2,453,286
121,700 Kawasaki Heavy Industries Ltd 2,202,413
53,800 Kawasaki Kisen Kaisha Ltd(a) 824,621
230,700 Keppel Ltd 1,956,792
30,460 Keyence Corp(a) 15,397,146
24,504 Kingspan Group PLC 2,240,894
11,547 Knorr-Bremse AG 1,343,601
138,700 Komatsu Ltd 5,415,886
53,580 Kone OYJ Class B(a) 3,047,888
68,970 Kongsberg Gruppen ASA 2,078,472
154,900 Kubota Corp 2,591,862
7,867 Kuehne + Nagel International AG(a) 1,908,862
189,500 Kyocera Corp 4,202,737
41,605 Legrand SA 7,049,706
64,807 Leonardo SpA 3,479,499
35,300 Makita Corp 1,269,432
203,014 Melrose Industries PLC 1,279,870
102,097 Metso OYJ 1,775,360
Shares   Fair Value
Industrial — (continued)
60,000 MINEBEA MITSUMI Inc $    1,779,772
306,000 Mitsubishi Electric Corp    11,222,400
516,100 Mitsubishi Heavy Industries Ltd    11,727,186
54,500 Mitsui OSK Lines Ltd(a)     1,745,878
243,702 MTR Corp Ltd(a)       950,451
8,502 MTU Aero Engines AG     3,542,799
260,000 Murata Manufacturing Co Ltd    18,664,051
230,206 Nibe Industrier AB Class B 855,740
131,200 Nidec Corp 2,156,499
65,700 Nippon Yusen KK(a) 2,125,026
99,300 Obayashi Corp 2,006,708
72,607 Poste Italiane SpA(a)(c) 2,376,669
44,685 Prysmian SpA 7,522,390
7,489 Rheinmetall AG 8,520,820
15,330 ROCKWOOL A/S Class B 491,693
1,356,792 Rolls-Royce Holdings PLC 26,005,683
51,493 Saab AB Class B 2,684,558
55,671 Safran SA 21,938,810
169,949 Sandvik AB 7,018,071
4,315 Sartorius AG 1,132,031
10,194 Schindler Holding AG 3,329,207
88,521 Schneider Electric SE 28,966,251
26,200 SCREEN Holdings Co Ltd 2,939,034
33,200 Seibu Holdings Inc(a) 650,381
80,700 Shimizu Corp 1,277,969
120,341 Siemens AG 38,690,374
124,935 Siemens Energy AG 23,817,714
24,115 Sika AG 4,972,900
252,400 Singapore Technologies Engineering Ltd 2,032,917
219,425 SITC International Holdings Co Ltd 880,235
52,560 Skanska AB Class B 1,406,077
53,317 SKF AB Class B 1,369,544
8,700 SMC Corp 3,889,650
51,441 Smiths Group PLC 1,746,759
12,038 Spirax Group PLC 1,091,336
96,015 Stora Enso OYJ Class R(a) 1,024,261
98,637 Svenska Cellulosa AB SCA Class B(a) 1,008,767
23,300 Taisei Corp 2,062,573
306,900 TDK Corp 6,885,098
230,500 Techtronic Industries Co Ltd 3,835,879
57,749 Tenaris SA 1,598,622
14,785 Thales SA 3,799,754
31,776 Trelleborg AB Class B 1,323,913
4,272 VAT Group AG(c) 3,746,205
75,330 Vinci SA 11,001,767
79,239 Wartsila OYJ Abp 3,026,299
65,700 West Japan Railway Co 1,100,394
415,700 Yangzijiang Shipbuilding Holdings Ltd 1,102,771
36,100 Yokogawa Electric Corp 1,268,669
    602,002,767
Technology — 9.90%
118,000 Advantest Corp 24,275,958
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Technology — (continued)
7,417 ASM International NV $    8,529,383
62,589 ASML Holding NV   123,936,797
11,555 BE Semiconductor Industries NV     3,816,051
129,200 Canon Inc(a)     3,308,862
42,000 Capcom Co Ltd       772,606
23,892 Capgemini SE     2,398,571
13,696 Check Point Software Technologies Ltd(b)     1,800,065
106,441 Dassault Systemes SE 2,171,097
14,000 Disco Corp 7,283,275
278,300 Fujitsu Ltd 5,529,823
13,097 Indra Sistemas SA(a) 718,363
211,327 Infineon Technologies AG 19,907,344
50,700 Kioxia Holdings Corp(b) 29,468,359
16,000 Konami Group Corp 1,752,751
12,700 Lasertec Corp(a) 4,034,008
24,041 Logitech International SA 2,255,252
33,582 Nebius Group NV(b) 9,274,341
196,600 NEC Corp 4,746,378
9,242 Nemetschek SE 562,662
56,600 Nexon Co Ltd 752,219
60,969 Nomura Research Institute Ltd 1,710,424
4,673 Nova Ltd(b) 2,485,256
51,600 Obic Co Ltd 1,211,817
32,454 Octave Intelligence PLC SDR(b) 523,476
34,200 Otsuka Corp(a) 585,518
9,111 Pro Medicus Ltd 1,288,051
279,700 Renesas Electronics Corp 8,634,018
148,141 Sage Group PLC 1,606,802
168,508 SAP SE 25,975,116
102,262 STMicroelectronics NV 7,564,398
72,300 Tokyo Electron Ltd 35,054,958
17,895 Tower Semiconductor Ltd(b) 4,633,324
32,711 WiseTech Global Ltd 750,446
26,240 Xero Ltd(b) 1,319,144
    350,636,913
Utilities — 3.67%
3,443 BKW AG 578,925
716,795 Centrica PLC 1,623,958
108,000 Chubu Electric Power Co Inc 2,040,591
263,000 CLP Holdings Ltd 2,458,212
133,474 Contact Energy Ltd 706,835
357,571 E.ON SE 7,364,280
48,566 EDP Renewables SA 784,549
505,045 EDP SA 2,638,305
7,014 Elia Group SA 1,116,899
51,029 Endesa SA(a) 2,318,555
1,234,604 Enel SpA 14,161,338
290,108 Engie SA 9,130,980
23,019 Enlight Renewable Energy Ltd(b) 2,032,757
70,893 Fortum OYJ 1,640,069
2,700 Hikari Tsushin Inc 593,285
Shares   Fair Value
Utilities — (continued)
1,725,229 Hong Kong & China Gas Co Ltd $    1,432,763
989,934 Iberdrola SA    24,638,956
94,637 Italgas SpA     1,095,916
150,200 Kansai Electric Power Co Inc(a)     2,122,604
219,589 Meridian Energy Ltd       726,393
802,646 National Grid PLC    13,233,357
41,905 Naturgy Energy Group SA     1,313,474
27,694 OPC Energy Ltd(b) 857,764
272,270 Origin Energy Ltd 2,069,538
73,055 Orsted A/S(c) 1,642,250
56,100 Osaka Gas Co Ltd 1,890,202
218,000 Power Assets Holdings Ltd 1,588,522
63,202 Redeia Corp SA(a) 1,073,823
103,985 RWE AG 6,727,183
133,800 Sembcorp Industries Ltd(a) 658,084
42,039 Severn Trent PLC 1,644,681
315,067 Snam SpA(a) 2,274,499
195,120 SSE PLC 6,292,497
222,211 Terna-Rete Elettrica Nazionale 2,594,764
117,571 United Utilities Group PLC 2,038,542
99,750 Veolia Environnement SA 4,156,694
11,432 Verbund AG 724,481
    129,986,525
TOTAL COMMON STOCK — 98.41%
(Cost $2,395,406,179)
$3,486,910,598
PREFERRED STOCK
Consumer, Cyclical — 0.09%
$8,927 Bayerische Motoren Werke AG 587,771
32,312 Volkswagen AG 2,592,102
    3,179,873
Consumer, Non-Cyclical — 0.06%
25,960 Henkel AG & Co KGaA 2,183,220
TOTAL PREFERRED STOCK — 0.15%
(Cost $7,444,689)
$5,363,093
RIGHTS
Industrial — 0.00%(e)
28,250 ACS Actividades de Construccion y Servicios SA(b) 59,306
TOTAL RIGHTS — 0.00%(e)
(Cost $13,153)
$59,306
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
GOVERNMENT MONEY MARKET MUTUAL FUNDS
99,843,320 Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(f), 3.60%(g) $   99,843,320
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS — 2.82%
(Cost $99,843,320)
$99,843,320
Principal Amount    
SHORT TERM INVESTMENTS
U.S. Treasury Bonds and Notes — 0.48%
$17,221,600 U.S. Treasury Bills(h)
3.65%, 09/01/2026
   17,114,411
TOTAL SHORT TERM INVESTMENTS — 0.48%
(Cost $17,114,411)
$17,114,411
TOTAL INVESTMENTS — 101.86%
(Cost $2,519,821,752)
$3,609,290,728
OTHER ASSETS & LIABILITIES, NET — (1.86)% $(65,865,128)
TOTAL NET ASSETS — 100.00% $3,543,425,600
(a)  All or a portion of the security is on loan as of June 30, 2026.
(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, 2026, the aggregate fair value of 144A securities was $36,173,541, representing 1.02% 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, 2026.
(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
SDR  Swedish Depositary Receipt
As of June 30, 2026, 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 362 USD 56,930 Sep 2026 $368,605
        Net Appreciation $368,605
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
As of June 30, 2026 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 396,747 AUD 551,409 07/02/2026 $14,997
CGM USD 36,815 EUR 32,233 07/01/2026 (15)
CGM USD 16,180 EUR 13,800 07/07/2026 407
CGM USD 36,202 GBP 27,022 07/02/2026 359
CGM USD 22,764 GBP 16,992 07/03/2026 225
CGM USD 133,482 GBP 99,577 07/24/2026 1,408
CGM USD 55,334 GBP 42,066 07/31/2026 (459)
CGM USD 94,876 HKD 743,587 07/17/2026 3
CGM USD 11,638 ILS 34,840 07/15/2026 (72)
CGM USD 10,516 JPY 1,693,710 08/14/2026 61
CGM USD 54,598 JPY 8,785,600 08/25/2026 315
CGM USD 37,034 JPY 5,957,820 08/28/2026 213
CGM USD 325,088 JPY 52,281,630 09/01/2026 1,873
CGM USD 20,801 JPY 3,344,962 09/02/2026 120
CGM USD 21,967 JPY 3,532,175 09/03/2026 126
CGM USD 42,303 JPY 6,801,700 09/04/2026 243
CGM USD 36,853 JPY 5,923,225 09/08/2026 214
CGM USD 9,654 JPY 1,551,420 09/10/2026 55
CGM USD 6,250 JPY 1,004,360 09/11/2026 36
CGM USD 32,261 JPY 5,182,824 09/14/2026 185
CGM USD 8,992 JPY 1,443,300 09/25/2026 51
CGM USD 22,131 JPY 3,551,087 09/29/2026 126
CGM USD 8,814 NOK 85,365 07/06/2026 191
CGM USD 17,479 NZD 30,451 07/03/2026 182
MEL USD 267,458 AUD 370,407 07/01/2026 11,007
MEL USD 104,747 AUD 151,729 08/18/2026 (199)
MEL USD 28,429 AUD 41,186 08/26/2026 (54)
MEL USD 34,835 AUD 50,472 08/31/2026 (67)
MEL USD 36,873 AUD 53,442 09/16/2026 (72)
MEL USD 6,390,046 CHF 4,990,000 07/09/2026 207,815
MEL USD 261,709 EUR 229,463 07/02/2026 (498)
MEL USD 201,613 EUR 176,828 07/03/2026 (456)
MEL USD 40,090 EUR 34,740 07/06/2026 386
MEL USD 10,469,757 EUR 8,954,000 07/09/2026 234,953
MEL USD 81,558 EUR 70,117 07/30/2026 1,338
MEL USD 60,876 GBP 45,287 07/03/2026 805
MEL USD 147,379 GBP 109,039 07/09/2026 2,749
MEL USD 90,269 GBP 67,178 07/10/2026 1,163
MEL USD 42,745 GBP 31,789 07/15/2026 580
MEL USD 340,609 GBP 253,311 07/23/2026 4,629
MEL USD 68,661 HKD 537,264 07/28/2026 83
MEL USD 244,147 JPY 38,651,540 07/21/2026 6,012
MEL USD 6,112 JPY 969,000 08/05/2026 135
          Net Appreciation $491,153
Abbreviations  
CGM Citigroup Global Markets
MEL Mellon Capital
Currency Abbreviations  
AUD Australian Dollar
CHF Swiss Franc
EUR Euro Dollar
GBP British Pound
HKD Hong Kong Dollar
ILS Israeli New Shekel
JPY Japanese Yen
NOK Norwegian Krone
NZD New Zealand Dollar
USD U.S. Dollar
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL INDEX FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Summary of Investments by Country as of June 30, 2026.
Country: Fair Value   Percentage of
Fund Investments
Japan $827,420,955   22.92%
United Kingdom 471,266,783   13.06
Switzerland 354,740,957   9.83
France 330,973,835   9.17
Germany 303,854,031   8.42
Netherlands 232,072,582   6.43
Australia 225,757,503   6.26
Spain 132,554,996   3.67
United States 122,368,469   3.39
Sweden 116,986,453   3.24
Italy 111,876,590   3.10
Hong Kong 64,800,649   1.80
Denmark 59,125,627   1.64
Singapore 57,458,362   1.59
Finland 42,399,584   1.17
Israel 39,831,784   1.10
Belgium 31,070,258   0.86
Ireland 22,356,888   0.62
Norway 20,340,063   0.56
Austria 12,443,635   0.34
Luxembourg 8,965,112   0.25
New Zealand 7,402,241   0.21
Portugal 6,359,133   0.18
Chile 2,833,371   0.08
Mexico 1,246,185   0.03
China 1,102,771   0.03
Poland 697,292   0.02
Macau 663,522   0.02
Czech Republic 320,620   0.01
United Arab Emirates 477   0.00
Total $3,609,290,728   100.00%
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
COMMON STOCK
Basic Materials — 11.83%
71,983 Agnico Eagle Mines Ltd $   11,184,311
83,096 Anglo American PLC     4,074,973
170,096 ArcelorMittal SA    10,255,571
24,160 Aurubis AG(a)     5,007,696
167,700 BHP Group Ltd     6,988,537
81,088 Boliden AB     4,581,758
41,021 Croda International PLC 1,644,640
110,197 Franco-Nevada Corp 22,993,547
1,901,202 Glencore PLC 12,960,718
242,600 ICL Group Ltd 1,216,868
433,601 Iluka Resources Ltd 2,134,804
76,000 Johnson Matthey PLC 1,907,520
75,800 Kaneka Corp(a) 2,672,695
191,300 Kansai Paint Co Ltd 3,129,897
1,035,500 Kingboard Holdings Ltd 15,688,651
183,000 Kobe Steel Ltd 2,122,689
347,200 Mitsubishi Chemical Group Corp 2,436,283
150,200 Mitsui Chemicals Inc 1,990,835
152,300 Nippon Kayaku Co Ltd 1,876,657
95,400 Nippon Soda Co Ltd 2,087,286
224,000 Nitto Denko Corp 4,406,928
302,000 Norsk Hydro ASA 2,732,733
470,109 Northern Star Resources Ltd 6,224,072
20,987 Novonesis / Novozymes Class B 1,324,671
1,120,000 Perenti Ltd 1,757,776
1,197,900 Perseus Mining Ltd 4,047,491
86,000 Rio Tinto Ltd 10,347,477
136,751 Symrise AG 13,717,429
95,580 Teck Resources Ltd Class B 5,692,679
150,100 Tokuyama Corp 4,560,788
124,774 Wheaton Precious Metals Corp 14,035,920
58,600 Yara International ASA 2,577,101
    188,381,001
Communications — 2.50%
506,200 Airtel Africa PLC(b) 2,199,258
2,057,600 BT Group PLC(a) 5,189,514
264,200 KDDI Corp 4,437,955
360,300 M3 Inc 4,015,903
199,100 Nokia OYJ 2,655,234
1,726,600 NTT Inc 1,535,861
51,600 Prosus NV 2,242,198
31,100 Publicis Groupe SA(a) 3,073,381
523,900 Telefonaktiebolaget LM Ericsson Class B 5,875,381
298,600 Television Francaise 1 SA(a) 2,272,289
4,809,700 Vodafone Group PLC 6,364,678
    39,861,652
Consumer, Cyclical — 10.08%
119,323 Amadeus IT Group SA 6,980,521
121,685 Associated British Foods PLC 3,198,129
60,300 Avolta AG 4,028,463
Shares   Fair Value
Consumer, Cyclical — (continued)
52,500 Bayerische Motoren Werke AG $    3,446,545
204,400 Betsson AB Class B     1,787,545
28,912 Cie Financiere Richemont SA Class A     6,673,710
67,700 Cie Generale des Etablissements Michelin SCA     2,615,261
357,000 CK Hutchison Holdings Ltd     3,025,802
95,500 Daimler Truck Holding AG     4,605,860
84,500 Daiwa House Industry Co Ltd     2,289,673
111,800 Daiwabo Holdings Co Ltd 2,382,244
314,900 Deutsche Lufthansa AG 3,608,380
57,000 Exedy Corp 2,042,970
279,000 Harvey Norman Holdings Ltd 931,706
495,900 Honda Motor Co Ltd 4,466,951
44,000 HUGO BOSS AG(a) 1,890,275
584,800 International Consolidated Airlines Group SA 3,187,634
227,300 Isuzu Motors Ltd 3,026,772
164,000 Japan Airlines Co Ltd 2,865,799
185,000 Jardine Cycle & Carriage Ltd(a) 3,853,869
1,089,900 Kingfisher PLC 4,090,783
73,400 Kohnan Shoji Co Ltd 1,902,859
72,400 Mercedes-Benz Group AG 3,641,613
406,800 Nagase & Co Ltd 2,942,900
70,800 NGK Corp 3,336,746
206,000 Nitori Holdings Co Ltd(a) 3,052,576
472,528 OVS SpA(b) 3,267,091
626,700 Pets at Home Group PLC 1,474,956
603,400 Pirelli & C SpA(b) 4,569,797
700,800 Qantas Airways Ltd 5,148,965
65,700 Rexel SA 2,878,342
99,600 Ryanair Holdings PLC 3,113,358
134,714 Ryanair Holdings PLC Sponsored ADR 8,722,731
215,300 Sankyo Co Ltd 2,100,396
46,600 Shimano Inc 4,970,374
68,400 Sojitz Corp 2,194,271
129,100 Stanley Electric Co Ltd 2,801,111
129,400 Subaru Corp 1,893,161
340,000 Sumitomo Corp 3,267,971
230,700 Sumitomo Forestry Co Ltd(a) 1,925,988
202,900 Super Retail Group Ltd 1,853,496
153,500 Toyota Boshoku Corp 2,021,496
257,900 Toyota Motor Corp 4,320,472
84,000 Traton SE(a) 3,189,150
247,600 Volvo AB Class B(a) 8,422,304
106,600 Yokohama Rubber Co Ltd(a) 4,808,322
1,030,400 Yue Yuen Industrial Holdings Ltd(a) 1,612,342
    160,431,680
Consumer, Non-Cyclical — 19.91%
106,800 Adecco Group AG 1,970,738
68,742 Agilent Technologies Inc 9,131,000
78,054 Alcon AG 5,263,176
52,700 Arcs Co Ltd 1,102,078
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Consumer, Non-Cyclical — (continued)
500,700 Astellas Pharma Inc $    6,697,697
100,000 Bayer AG     5,530,801
46,721 Beiersdorf AG(a)     4,023,766
121,200 British American Tobacco PLC     7,498,632
14,020 Carlsberg AS Class B     1,834,650
154,700 Carrefour SA     2,871,993
169 Chocoladefabriken Lindt & Spruengli AG     1,963,233
23,300 Coca-Cola HBC AG 1,518,216
109,169 Coloplast A/S Class B 6,217,653
43,400 Colruyt Group NV 1,783,568
314,998 Diageo PLC 6,342,024
142,700 Elekta AB Class B(a) 727,655
22,053 EssilorLuxottica SA 4,140,914
101,600 Essity AB Class B(a) 2,876,680
260,369 Experian PLC 8,771,948
68,500 Ezaki Glico Co Ltd(a) 2,250,566
444,400 GSK PLC 11,663,875
3,048,433 Haleon PLC 14,043,625
46,000 Heineken Holding NV 3,502,891
125,700 Hikma Pharmaceuticals PLC 2,530,882
177,500 Imperial Brands PLC 6,557,864
16,600 Ipsen SA 3,199,126
688,900 J Sainsbury PLC 2,922,514
58,911 Kerry Group PLC Class A 5,403,924
208,600 Kirin Holdings Co Ltd(a) 3,597,555
149,200 Koninklijke Ahold Delhaize NV 6,004,141
56,000 Lion Corp 590,861
133,000 Megmilk Snow Brand Co Ltd 2,969,942
1,062,500 Mitie Group PLC 2,104,170
80,400 Nippon Shinyaku Co Ltd 1,990,885
149,800 Nissin Foods Holdings Co Ltd(a) 2,564,695
131,800 Novartis AG 20,599,340
113,800 Novo Nordisk A/S Class B 5,465,468
234,400 Olympus Corp 2,454,447
184,900 Ono Pharmaceutical Co Ltd 2,717,931
67,187 Pernod Ricard SA 4,883,657
68,684 Reckitt Benckiser Group PLC 4,472,737
224,328 RELX PLC 7,086,869
52,036 Roche Holding AG 21,391,290
319,700 Rohto Pharmaceutical Co Ltd 4,691,203
147,970 Sandoz Group AG 13,369,677
123,600 Sanofi SA 10,568,212
159,100 Santen Pharmaceutical Co Ltd 2,087,163
124,000 Scandinavian Tobacco Group A/S(b) 1,261,837
172,700 Securitas AB Class B 2,836,197
249,600 Shionogi & Co Ltd 4,264,796
20,900 Sixt SE 1,523,174
464,876 Smith & Nephew PLC 6,715,416
27,900 Societe BIC SA 1,818,122
1,244,700 Sonae SGPS SA(c) 2,866,302
441,600 Terumo Corp 6,031,171
800,900 Tesco PLC 4,881,316
Shares   Fair Value
Consumer, Non-Cyclical — (continued)
83,317 Teva Pharmaceutical Industries Ltd(c) $    2,810,046
139,900 Toyo Suisan Kaisha Ltd     8,960,344
734,400 Unicharm Corp(a)     4,255,800
1,268,000 United Laboratories International Holdings Ltd     1,365,871
19,984 Waters Corp(c)     7,494,799
5,235,500 WH Group Ltd(b)     5,551,282
36,619 Wolters Kluwer NV     2,367,765
    316,956,170
Energy — 5.05%
276,434 Aker BP ASA 8,433,895
445,100 BP PLC 2,743,197
163,700 Eni SpA 3,840,662
139,300 Equinor ASA 4,392,600
692,100 New Hope Corp Ltd(a) 2,558,790
39,600 OMV AG 2,488,518
166,845 Petroleo Brasileiro SA Sponsored ADR 2,442,611
283,500 Repsol SA(a) 7,083,111
74,500 Rubis SCA 2,614,576
286,500 Shell PLC 11,130,086
422,294 TotalEnergies SE 32,653,984
    80,382,030
Financial — 27.13%
168,200 ABN AMRO Bank NV(b) 7,153,830
604,700 Aegon Ltd 5,146,217
29,000 AerCap Holdings NV 4,227,620
1,073,837 AIB Group PLC 12,620,211
26,800 AL Sydbank 2,365,064
41,800 ASR Nederland NV 3,156,761
149,400 AXA SA 7,486,324
281,800 Banco Bilbao Vizcaya Argentaria SA 7,094,800
716,600 Banco Santander SA 9,946,271
168,000 Bank Leumi Le-Israel BM 3,759,605
585,161 Bank of Ireland Group PLC 11,658,104
878,600 Barclays PLC 5,886,352
18,900 BAWAG Group AG(b) 3,789,135
55,600 BNP Paribas SA 6,493,677
190,445 BPER Banca SpA 2,992,091
935,758 CaixaBank SA 13,257,931
466,100 Chiba Bank Ltd 7,140,192
133,900 Commerzbank AG(a) 5,703,407
145,900 Credit Agricole SA 2,934,489
157,000 Credit Saison Co Ltd 4,294,070
306,000 Daiichi Life Group Inc 3,341,137
110,400 Danske Bank A/S 5,917,726
61,970 DBS Group Holdings Ltd 3,137,839
316,400 Deutsche Bank AG 10,715,481
59,917 Deutsche Boerse AG 16,342,299
90,200 DNB Bank ASA 2,685,457
82,400 Eurocommercial Properties NV REIT 2,569,422
75,699 Euronext NV(b) 12,108,103
898,600 Helia Group Ltd 3,445,625
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Financial — (continued)
200,881 Hiscox Ltd $    4,919,539
447,300 HSBC Holdings PLC     8,456,967
122,377 IG Group Holdings PLC     2,949,489
196,800 ING Groep NV     6,209,671
356,600 Japan Post Holdings Co Ltd     4,793,119
108,265 Julius Baer Group Ltd     9,354,091
24,400 KBC Ancora     2,293,515
72,500 Klepierre SA REIT 3,030,022
9,895,393 Lloyds Banking Group PLC 14,475,699
101,611 London Stock Exchange Group PLC 10,983,067
363,200 Mebuki Financial Group Inc 3,188,585
301,900 Mitsubishi HC Capital Inc 2,452,347
11,600 Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 6,478,120
216,521 National Bank of Greece SA 3,740,721
2,865,037 NatWest Group PLC 25,273,439
77,200 NN Group NV 6,768,015
603,500 Nomura Holdings Inc 5,298,689
157,500 Nordea Bank Abp 2,988,853
103,800 ORIX Corp 3,953,901
39,900 Plus500 Ltd 2,531,956
385,700 QBE Insurance Group Ltd 6,709,289
1,230,900 Resona Holdings Inc 16,048,526
14,020 Samsung Fire & Marine Insurance Co Ltd 5,657,506
99,100 Societe Generale SA 8,771,327
170,700 Sompo Holdings Inc 6,484,942
194,800 Standard Chartered PLC 5,265,326
83,100 Sumitomo Mitsui Financial Group Inc 3,257,442
150,500 Swedbank AB Class A 5,622,056
395,500 Swire Pacific Ltd Class A 4,131,183
46,700 Swiss Re AG 7,422,961
519,450 UBS Group AG 25,744,530
1,278,200 Unicaja Banco SA 4,555,994
91,000 United Overseas Bank Ltd 2,802,330
31,000 Vontobel Holding AG 2,814,531
34,708 Willis Towers Watson PLC 9,071,630
    431,868,618
Industrial — 13.08%
194,400 Alps Alpine Co Ltd 2,467,043
88,800 Amada Co Ltd 1,635,195
30,400 ANDRITZ AG 2,627,659
302,877 Assa Abloy AB Class B 10,700,906
54,300 Bekaert SA 2,426,789
12,400 Bilfinger SE 1,139,849
88,500 Bouygues SA 4,942,156
162,500 Brother Industries Ltd 3,696,668
97,336 Cie de Saint-Gobain SA 8,826,630
86,019 CRH PLC 9,204,033
54,100 Deutsche Post AG 3,289,076
25,700 Dfds A/S(c) 441,075
12,400 Eiffage SA 1,829,057
915,400 Firstgroup PLC 2,279,120
254,600 Hanwa Co Ltd 2,672,474
Shares   Fair Value
Industrial — (continued)
5,564 Hirose Electric Co Ltd $      999,148
348,100 Husqvarna AB Class B     1,352,411
262,631 IMI PLC    10,339,197
41,900 Kalmar OYJ Class B     1,841,011
56,700 Kamigumi Co Ltd     1,779,166
15,800 Keyence Corp     7,986,701
49,600 Komatsu Ltd     1,936,755
38,400 Koninklijke Heijmans N.V 5,011,012
13,800 Krones AG 1,772,308
121,078 Legrand SA 20,515,908
77,300 Logista Integral SA 2,981,985
306,400 Mabuchi Motor Co Ltd(a) 2,980,195
313,600 Mitsubishi Electric Corp 11,501,127
98,000 NCC AB Class B 1,928,928
87,900 Nippon Yusen KK 2,843,071
227,900 QinetiQ Group PLC 1,276,981
32,200 Sankyu Inc(a) 1,716,110
10,547 Schindler Holding AG 3,496,295
70,639 Schneider Electric SE 23,114,821
188,000 Shimadzu Corp 4,794,849
92,300 Signify NV(a)(b) 1,762,627
28,437 Sika AG 5,864,165
49,700 SKF AB Class B 1,276,635
35,418 Spirax Group PLC 3,210,909
432,383 Svenska Cellulosa AB SCA Class B(a) 4,422,008
29,300 Taisei Corp 2,593,707
72,400 Takeuchi Manufacturing Co Ltd 3,180,776
309,881 Tenaris SA 8,578,201
134,500 Toyo Seikan Group Holdings Ltd 3,396,074
205,600 Tsubakimoto Chain Co 3,263,480
532,600 Ventia Services Group Pty Ltd 2,284,727
    208,179,018
Technology — 5.98%
4,503 ASML Holding NV 8,916,701
113,500 Canon Inc(a) 2,906,779
22,900 Capgemini SE 2,298,982
38,751 Check Point Software Technologies Ltd(c) 5,093,044
75,200 Computacenter PLC 4,261,290
321,145 Dassault Systemes SE 6,550,456
24,100 Ferrotec Corp 1,441,051
68,251 Infineon Technologies AG 6,429,354
63,600 Jenoptik AG 3,429,205
76,800 Kontron AG(a) 2,042,829
27,900 Nice Ltd(c) 2,526,756
2,174,000 PAX Global Technology Ltd 932,422
1,729 Samsung Electronics Co Ltd 383,660
63,163 SAP SE 9,736,430
214,800 Seiko Epson Corp 3,595,317
11,000 Sopra Steria Group 1,757,859
66,901 Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR 31,949,910
 
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Shares   Fair Value
Technology — (continued)
161,000 TeamViewer SE(a)(c) $      905,548
    95,157,593
Utilities — 0.94%
1,171,400 A2A SpA     3,021,226
421,000 Drax Group PLC     4,235,744
204,800 Electric Power Development Co Ltd     4,627,756
68,500 Endesa SA(a)     3,112,367
    14,997,093
TOTAL COMMON STOCK — 96.50%
(Cost $1,152,806,484)
$1,536,214,855
PREFERRED STOCK
Consumer, Cyclical — 0.14%
$28,400 Volkswagen AG 2,278,278
Consumer, Non-Cyclical — 0.26%
49,300 Henkel AG & Co KGaA 4,146,100
TOTAL PREFERRED STOCK — 0.40%
(Cost $9,738,043)
$6,424,378
Shares   Fair Value
GOVERNMENT MONEY MARKET MUTUAL FUNDS
74,762,707 Dreyfus Institutional Preferred Government Money Market Fund Institutional Class(d), 3.60%(e) $   74,762,707
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS — 4.70%
(Cost $74,762,707)
$74,762,707
TOTAL INVESTMENTS — 101.60%
(Cost $1,237,307,234)
$1,617,401,940
OTHER ASSETS & LIABILITIES, NET — (1.60)% $(25,504,616)
TOTAL NET ASSETS — 100.00% $1,591,897,324
 
(a)  All or a portion of the security is on loan as of June 30, 2026.
(b)  Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. As of June 30, 2026, the aggregate fair value of 144A securities was $41,662,960, representing 2.62% of net assets.
(c)  Non-income producing security.
(d)  Collateral received for securities on loan.
(e)  Rate shown is the 7-day yield as of June 30, 2026.
ADR  American Depositary Receipt
REIT  Real Estate Investment Trust
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
EMPOWER INTERNATIONAL VALUE FUND
Schedule of Investments
As of June 30, 2026 (Unaudited)
Summary of Investments by Country as of June 30, 2026.
Country: Fair Value   Percentage of
Fund Investments
Japan $283,380,354   17.52%
United Kingdom 231,990,503   14.34
France 172,141,566   10.64
Switzerland 144,435,134   8.93
Germany 122,550,145   7.58
United States 91,388,506   5.65
Netherlands 72,919,356   4.51
Ireland 63,721,929   3.94
Spain 55,012,980   3.40
Australia 54,432,754   3.37
Canada 53,906,459   3.33
Sweden 52,410,463   3.24
Hong Kong 32,307,553   2.00
Taiwan 31,949,910   1.98
Denmark 24,828,143   1.54
Norway 20,821,786   1.29
Luxembourg 18,833,772   1.16
Israel 17,938,274   1.11
Italy 17,690,866   1.09
Austria 10,948,141   0.68
Singapore 9,794,037   0.61
Finland 7,485,098   0.46
Belgium 6,503,872   0.40
South Korea 6,041,166   0.37
Bermuda 4,919,539   0.30
Greece 3,740,721   0.23
Portugal 2,866,302   0.18
Brazil 2,442,611   0.15
Total $1,617,401,940   100.00%
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Assets and Liabilities
As of June 30, 2026 (Unaudited)
  Empower
Emerging Markets
Equity Fund
  Empower
International
Growth Fund
  Empower
International Index
Fund
ASSETS:          
Investments in securities, fair value(a)(b) $1,979,280,911   $877,728,193   $3,609,290,728
Cash 1,386,642   14,785,364   10,507,790
Cash denominated in foreign currencies, fair value(c) 4,978,172   35,769   2,876,308
Cash pledged on futures contracts -   -   3,477,691
Dividends receivable 6,526,695   3,011,146   18,488,420
Subscriptions receivable 1,246,573   995,750   2,369,894
Receivable for investments sold 1,709,211   -   364,225
Variation margin on futures contracts -   -   195,480
Unrealized appreciation on forward foreign currency contracts -   -   493,045
Total Assets 1,995,128,204   896,556,222   3,648,063,581
LIABILITIES:          
Payable for director fees 10,697   10,697   10,697
Payable for investments purchased 2,432,458   -   -
Payable for other accrued fees 552,364   235,338   814,708
Payable for shareholder services fees 426,625   7,880   771,740
Payable to investment adviser 1,444,090   617,800   592,929
Payable upon return of securities loaned 27,486,009   11,217,987   99,843,320
Payable for foreign capital gains tax 2,879,883   -   -
Redemptions payable 4,526,939   132,249   2,602,695
Unrealized depreciation on forward foreign currency contracts -   -   1,892
Total Liabilities 39,759,065   12,221,951   104,637,981
NET ASSETS $1,955,369,139   $884,334,271   $3,543,425,600
NET ASSETS REPRESENTED BY:          
Capital stock, $0.10 par value $12,653,581   $8,819,696   $21,661,314
Paid-in capital in excess of par 1,058,141,384   753,972,591   2,368,478,731
Undistributed/accumulated earnings 884,574,174   121,541,984   1,153,285,555
NET ASSETS $1,955,369,139   $884,334,271   $3,543,425,600
NET ASSETS BY CLASS          
Investor Class $1,375,088,805   $26,270,690   $2,537,647,565
Institutional Class $580,280,334   $858,063,581   $1,005,778,035
CAPITAL STOCK:          
Authorized          
Investor Class 535,000,000   20,000,000   685,000,000
Institutional Class 230,000,000   250,000,000   350,000,000
Issued and Outstanding          
Investor Class 89,517,073   1,831,730   146,371,712
Institutional Class 37,018,734   86,365,233   70,241,424
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:          
Investor Class $15.36   $14.34   $17.34
Institutional Class $15.68   $9.94   $14.32
(a) Cost of investments $1,298,737,712   $804,566,417   $2,519,821,752
(b) Including fair value of securities on loan $25,795,134   $6,847,205   $91,316,473
(c) Cost of cash denominated in foreign currencies $4,966,757   $35,432   $2,894,339
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Assets and Liabilities
As of June 30, 2026 (Unaudited)
  Empower
International
Value Fund
ASSETS:  
Investments in securities, fair value(a)(b) $1,617,401,940
Cash 29,809,168
Cash denominated in foreign currencies, fair value(c) 6,755,452
Dividends receivable 12,853,133
Subscriptions receivable 1,696,486
Receivable for investments sold 501,417
Total Assets 1,669,017,596
LIABILITIES:  
Payable for director fees 10,697
Payable for investments purchased 16,460
Payable for other accrued fees 819,418
Payable for shareholder services fees 82,361
Payable to investment adviser 931,625
Payable upon return of securities loaned 74,762,707
Redemptions payable 497,004
Total Liabilities 77,120,272
NET ASSETS $1,591,897,324
NET ASSETS REPRESENTED BY:  
Capital stock, $0.10 par value $13,491,340
Paid-in capital in excess of par 1,052,361,542
Undistributed/accumulated earnings 526,044,442
NET ASSETS $1,591,897,324
NET ASSETS BY CLASS  
Investor Class $266,106,910
Institutional Class $1,325,790,414
CAPITAL STOCK:  
Authorized  
Investor Class 250,000,000
Institutional Class 560,000,000
Issued and Outstanding  
Investor Class 15,590,999
Institutional Class 119,322,402
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:  
Investor Class $17.07
Institutional Class $11.11
(a) Cost of investments $1,237,307,234
(b) Including fair value of securities on loan $71,513,590
(c) Cost of cash denominated in foreign currencies $6,849,481
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Operations
For the period ended June 30, 2026 (Unaudited)
  Empower
Emerging Markets
Equity Fund
  Empower
International
Growth Fund
  Empower
International Index
Fund
INVESTMENT INCOME:          
Interest $-   $29,842   $283,645
Income from securities lending (net of fees) 362,998   34,768   272,298
Dividends 21,461,168   9,388,210   63,644,564
Foreign withholding tax (1,845,057)   (540,335)   (4,226,643)
Total Income 19,979,109   8,912,485   59,973,864
EXPENSES:          
Management fees 8,579,974   3,218,338   3,291,824
Shareholder services fees – Investor Class 2,257,670   39,166   4,253,503
Audit and tax fees 54,319   30,365   36,989
Custodian fees 613,022   92,304   266,977
Directors fees 23,339   23,339   23,339
Legal fees 6,204   6,204   6,204
Pricing fees 13,637   1,300   13,190
Registration fees 31,545   35,695   68,348
Shareholder report fees 60,265   263   48,780
Transfer agent fees 4,885   5,017   5,788
Other fees 20,630   19,760   21,309
Total Expenses 11,665,490   3,471,751   8,036,251
Less amount waived by investment adviser 746,794   114,766   -
Net Expenses 10,918,696   3,356,985   8,036,251
NET INVESTMENT INCOME 9,060,413   5,555,500   51,937,613
NET REALIZED AND UNREALIZED GAIN (LOSS):          
Net realized gain on investments 256,704,171   39,166,905   43,455,040
Net realized loss on foreign capital gains tax (2,513,990)   -   -
Net realized gain (loss) on futures contracts -   (104,339)   5,438,532
Net realized gain (loss) on foreign currency transactions (11,616,652)   2,755,698   (4,220,915)
Net realized gain on forward foreign currency contracts -   -   302,512
Net Realized Gain 242,573,529   41,818,264   44,975,169
Net change in unrealized appreciation on investments 228,693,063   5,343,670   228,658,638
Net change in unrealized appreciation on deferred foreign capital gains tax 4,719,281   -   -
Net change in unrealized appreciation on futures contracts -   -   308,380
Net change in unrealized appreciation (depreciation) on foreign currency translations 22,076   (460)   (35,070)
Net change in unrealized appreciation on forward foreign currency contracts -   -   490,875
Net Change in Unrealized Appreciation 233,434,420   5,343,210   229,422,823
Net Realized and Unrealized Gain 476,007,949   47,161,474   274,397,992
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $485,068,362   $52,716,974   $326,335,605
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Operations
For the period ended June 30, 2026 (Unaudited)
  Empower
International
Value Fund
INVESTMENT INCOME:  
Interest $35,132
Income from securities lending (net of fees) 199,923
Dividends 32,313,760
Foreign withholding tax (338,226)
Total Income 32,210,589
EXPENSES:  
Management fees 5,395,663
Shareholder services fees – Investor Class 472,406
Audit and tax fees 33,812
Custodian fees 167,144
Directors fees 23,339
Legal fees 6,204
Pricing fees 5,182
Registration fees 37,396
Shareholder report fees 4,826
Transfer agent fees 9,493
Other fees 20,197
Total Expenses 6,175,662
Less amount waived by investment adviser 261
Net Expenses 6,175,401
NET INVESTMENT INCOME 26,035,188
NET REALIZED AND UNREALIZED GAIN (LOSS):  
Net realized gain on investments 110,829,604
Net realized gain on foreign currency transactions 2,500,200
Net Realized Gain 113,329,804
Net change in unrealized depreciation on investments (29,136,643)
Net change in unrealized depreciation on foreign currency translations (114,567)
Net Change in Unrealized Depreciation (29,251,210)
Net Realized and Unrealized Gain 84,078,594
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $110,113,782
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2026 and fiscal year ended December 31, 2025
Empower Emerging Markets Equity Fund 2026
(Unaudited)
  2025
OPERATIONS:      
Net investment income $9,060,413   $15,876,213
Net realized gain 242,573,529   91,033,474
Net change in unrealized appreciation 233,434,420   328,017,646
Net Increase in Net Assets Resulting from Operations 485,068,362   434,927,333
DISTRIBUTIONS TO SHAREHOLDERS:      
From net investment income      
Investor Class -   (11,827,101)
Institutional Class -   (6,910,376)
From Net Investment Income 0   (18,737,477)
CAPITAL SHARE TRANSACTIONS:      
Shares sold      
Investor Class 96,844,006   262,020,911
Institutional Class 40,412,303   137,102,509
Shares issued in reinvestment of distributions      
Investor Class -   11,827,101
Institutional Class -   6,910,376
Shares redeemed      
Investor Class (245,819,567)   (233,013,566)
Institutional Class (172,689,126)   (176,973,734)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions (281,252,384)   7,873,597
Total Increase in Net Assets 203,815,978   424,063,453
NET ASSETS:      
Beginning of period 1,751,553,161   1,327,489,708
End of period $1,955,369,139   $1,751,553,161
CAPITAL SHARE TRANSACTIONS - SHARES:      
Shares sold      
Investor Class 7,119,005   25,700,651
Institutional Class 2,895,562   12,882,817
Shares issued in reinvestment of distributions      
Investor Class -   998,769
Institutional Class -   572,748
Shares redeemed      
Investor Class (17,683,506)   (22,376,766)
Institutional Class (11,975,007)   (17,177,435)
Net Increase (Decrease) (19,643,946)   600,784
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2026 and fiscal year ended December 31, 2025
Empower International Growth Fund 2026
(Unaudited)
  2025
OPERATIONS:      
Net investment income $5,555,500   $3,599,150
Net realized gain 41,818,264   53,626,286
Net change in unrealized appreciation 5,343,210   6,491,613
Net Increase in Net Assets Resulting from Operations 52,716,974   63,717,049
DISTRIBUTIONS TO SHAREHOLDERS:      
From net investment income and net realized gains      
Investor Class -   (972,790)
Institutional Class -   (51,249,617)
From Net Investment Income and Net Realized Gains 0   (52,222,407)
CAPITAL SHARE TRANSACTIONS:      
Shares sold      
Investor Class 7,615,166   5,889,532
Institutional Class 188,637,464   195,098,793
Shares issued in reinvestment of distributions      
Investor Class -   972,790
Institutional Class -   51,249,617
Shares redeemed      
Investor Class (2,583,272)   (7,852,575)
Institutional Class (56,554,234)   (102,823,665)
Net Increase in Net Assets Resulting from Capital Share Transactions 137,115,124   142,534,492
Total Increase in Net Assets 189,832,098   154,029,134
NET ASSETS:      
Beginning of period 694,502,173   540,473,039
End of period $884,334,271   $694,502,173
CAPITAL SHARE TRANSACTIONS - SHARES:      
Shares sold      
Investor Class 572,367   431,493
Institutional Class 21,002,390   19,522,334
Shares issued in reinvestment of distributions      
Investor Class -   70,561
Institutional Class -   5,367,547
Shares redeemed      
Investor Class (186,730)   (574,484)
Institutional Class (5,846,838)   (10,511,531)
Net Increase 15,541,189   14,305,920
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2026 and fiscal year ended December 31, 2025
Empower International Index Fund 2026
(Unaudited)
  2025
OPERATIONS:      
Net investment income $51,937,613   $63,180,455
Net realized gain 44,975,169   47,089,178
Net change in unrealized appreciation 229,422,823   650,767,975
Net Increase in Net Assets Resulting from Operations 326,335,605   761,037,608
DISTRIBUTIONS TO SHAREHOLDERS:      
From net investment income and net realized gains      
Investor Class -   (76,435,376)
Institutional Class -   (39,822,576)
From Net Investment Income and Net Realized Gains 0   (116,257,952)
CAPITAL SHARE TRANSACTIONS:      
Shares sold      
Investor Class 226,664,766   587,190,219
Institutional Class 88,566,867   199,206,794
Shares issued in reinvestment of distributions      
Investor Class -   76,435,376
Institutional Class -   39,822,576
Shares redeemed      
Investor Class (286,645,269)   (447,586,130)
Institutional Class (102,503,210)   (252,167,893)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions (73,916,846)   202,900,942
Total Increase in Net Assets 252,418,759   847,680,598
NET ASSETS:      
Beginning of period 3,291,006,841   2,443,326,243
End of period $3,543,425,600   $3,291,006,841
CAPITAL SHARE TRANSACTIONS - SHARES:      
Shares sold      
Investor Class 13,617,740   40,656,626
Institutional Class 6,397,194   16,256,403
Shares issued in reinvestment of distributions      
Investor Class -   4,842,232
Institutional Class -   3,059,448
Shares redeemed      
Investor Class (17,183,718)   (30,922,827)
Institutional Class (7,639,038)   (21,282,889)
Net Increase (Decrease) (4,807,822)   12,608,993
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the period ended June 30, 2026 and fiscal year ended December 31, 2025
Empower International Value Fund 2026
(Unaudited)
  2025
OPERATIONS:      
Net investment income $26,035,188   $34,221,620
Net realized gain 113,329,804   118,815,434
Net change in unrealized appreciation (depreciation) (29,251,210)   307,028,352
Net Increase in Net Assets Resulting from Operations 110,113,782   460,065,406
DISTRIBUTIONS TO SHAREHOLDERS:      
From net investment income and net realized gains      
Investor Class -   (14,798,327)
Institutional Class -   (121,672,029)
From Net Investment Income and Net Realized Gains 0   (136,470,356)
CAPITAL SHARE TRANSACTIONS:      
Shares sold      
Investor Class 36,720,259   66,818,365
Institutional Class 125,562,136   319,344,994
Shares issued in reinvestment of distributions      
Investor Class -   14,798,327
Institutional Class -   121,672,029
Shares redeemed      
Investor Class (52,857,940)   (93,076,019)
Institutional Class (234,942,747)   (411,615,637)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions (125,518,292)   17,942,059
Total Increase (Decrease) in Net Assets (15,404,510)   341,537,109
NET ASSETS:      
Beginning of period 1,607,301,834   1,265,764,725
End of period $1,591,897,324   $1,607,301,834
CAPITAL SHARE TRANSACTIONS - SHARES:      
Shares sold      
Investor Class 2,198,102   4,492,978
Institutional Class 11,482,701   32,155,485
Shares issued in reinvestment of distributions      
Investor Class -   931,163
Institutional Class -   11,762,325
Shares redeemed      
Investor Class (3,177,407)   (6,595,914)
Institutional Class (22,548,920)   (42,913,723)
Net Decrease (12,045,524)   (167,686)
See Notes to Financial Statements.

Semi-Annual Report - June 30, 2026

 

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 net
investment
income
From net
realized
gains
Total
Distributions
Net asset value,
end of period
Total
Return(b)(c)
Investor Class
06/30/2026 (Unaudited) $11.91 0.06 3.39 3.45 $15.36 28.97% (d)
12/31/2025 $9.06 0.10 2.87 2.97 (0.12) (0.12) $11.91 32.78%
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%)
Institutional Class
06/30/2026 (Unaudited) $12.13 0.08 3.47 3.55 $15.68 29.16% (d)
12/31/2025 $9.22 0.13 2.93 3.06 (0.15) (0.15) $12.13 33.33%
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%)
  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
06/30/2026 (Unaudited) $1,375,089 1.34% (f) 1.26% (f)   0.85% (f) 36% (d)
12/31/2025 $1,192,178 1.36% 1.26%   0.94% 65%
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%
Institutional Class
06/30/2026 (Unaudited) $580,280 0.98% (f) 0.91% (f)   1.18% (f) 36% (d)
12/31/2025 $559,375 1.00% 0.91%   1.28% 65%
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%
(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, 2026

 

EMPOWER FUNDS, INC.
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
06/30/2026 (Unaudited) $13.70 0.07 0.57 0.64 $14.34 4.67% (d)
12/31/2025 $12.91 0.04 1.45 1.49 (0.70) (0.70) $13.70 11.55%
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%
Institutional Class
06/30/2026 (Unaudited) $9.47 0.07 0.40 0.47 $9.94 4.85% (d)
12/31/2025 $9.17 0.06 1.02 1.08 (0.08) (0.70) (0.78) $9.47 11.92%
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%
  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
06/30/2026 (Unaudited) $26,271 1.34% (h) 1.20% (h)(i)   1.06% (h) 24% (d)
12/31/2025 $19,811 1.36% 1.20% (i)   0.30% 86%
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%
Institutional Class
06/30/2026 (Unaudited) $858,064 0.87% (h) 0.85% (h)(j)   1.42% (h) 24% (d)
12/31/2025 $674,691 0.88% 0.85% (j)   0.62% 86%
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%
(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, 2026

 

EMPOWER FUNDS, INC.
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
06/30/2026 (Unaudited) $15.76 0.24 1.34 1.58 $17.34 9.96% (d)
12/31/2025 $12.44 0.31 3.54 3.85 (0.35) (0.18) (0.53) $15.76 30.92%
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%
Institutional Class
06/30/2026 (Unaudited) $12.99 0.23 1.10 1.33 $14.32 10.24% (d)
12/31/2025 $10.33 0.30 2.95 3.25 (0.41) (0.18) (0.59) $12.99 31.38%
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%
  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
06/30/2026 (Unaudited) $2,537,648 0.57% (f) 0.57% (f)   2.96% (f) 6% (d)
12/31/2025 $2,362,423 0.58% 0.58%   2.10% 7%
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%
Institutional Class
06/30/2026 (Unaudited) $1,005,778 0.22% (f) 0.22% (f)   3.30% (f) 6% (d)
12/31/2025 $928,584 0.23% 0.23%   2.44% 7%
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%
(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, 2026

 

EMPOWER FUNDS, INC.
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
06/30/2026 (Unaudited) $15.87 0.25 0.95 1.20 $17.07 7.56% (d)
12/31/2025 $12.09 0.32 4.40 4.72 (0.24) (0.70) (0.94) $15.87 39.10%
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%
Institutional Class
06/30/2026 (Unaudited) $10.31 0.18 0.62 0.80 $11.11 7.76% (d)
12/31/2025 $8.12 0.25 2.96 3.21 (0.32) (0.70) (1.02) $10.31 39.43%
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%
  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
06/30/2026 (Unaudited) $266,107 1.07% (f) 1.07% (f)   2.98% (f) 14% (d)
12/31/2025 $262,927 1.07% 1.07%   2.21% 31%
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%
Institutional Class
06/30/2026 (Unaudited) $1,325,790 0.70% (f) 0.70% (f)   3.28% (f) 14% (d)
12/31/2025 $1,344,374 0.71% 0.71%   2.51% 31%
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%
(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, 2026

 

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 growth of capital
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 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, 2026

 

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, exchange prices, benchmark securities, bids, evaluated bids, offers, reference data including market research publications and exchange prices
Rights Exchange traded close price, bids and evaluated bids
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
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:

Semi-Annual Report - June 30, 2026

 

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, 2026, 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 $26,180,285   $55,497,559   $0(a)   $81,677,844
Communications 25,209,350   142,666,967     167,876,317
Consumer, Cyclical 26,065,348   81,625,453     107,690,801
Consumer, Non-cyclical 22,318,336   96,698,578     119,016,914
Energy 19,388,849   26,566,308     45,955,157
Financial 63,555,033   359,628,817   0(a)   423,183,850
Industrial 22,030,664   216,882,054     238,912,718
Technology 6,101,547   729,295,906     735,397,453
Utilities 12,139,104   16,018,794     28,157,898
  222,988,516   1,724,880,436     1,947,868,952
Preferred Stock   3,925,950     3,925,950
Government Money Market Mutual Funds 27,486,009       27,486,009
Total Assets $250,474,525   $1,728,806,386   $   $1,979,280,911
(a)  Level 3 amount shown includes securities determined to have no value  as of June 30, 2026.
Empower International Growth Fund
  Level 1   Level 2   Level 3   Total
Assets              
Investments, at fair value:              
Common Stock              
Basic Materials $6,918,370   $23,523,478   $   $30,441,848
Communications 6,752,884   37,288,188     44,041,072
Consumer, Cyclical 35,118,333   90,619,301     125,737,634
Consumer, Non-cyclical   196,376,832     196,376,832
Energy   3,045,339     3,045,339
Financial 21,558,243   101,438,269     122,996,512
Industrial   167,947,995     167,947,995
Technology 50,639,730   116,048,575     166,688,305
Utilities   9,234,669     9,234,669
  120,987,560   745,522,646     866,510,206
Government Money Market Mutual Funds 11,217,987       11,217,987
Total Assets $132,205,547   $745,522,646   $   $877,728,193

Semi-Annual Report - June 30, 2026

 

Empower International Index Fund
  Level 1   Level 2   Level 3   Total
Assets              
Investments, at fair value:              
Common Stock              
Basic Materials $3,544,869   $187,881,221   $   $191,426,090
Communications 20,806,625   128,577,421     149,384,046
Consumer, Cyclical 1,669,307   358,291,097     359,960,404
Consumer, Non-cyclical 21,509,521   634,912,384   477   656,422,382
Diversified 1,592,098       1,592,098
Energy   119,225,550     119,225,550
Financial 4,685,475   921,588,348     926,273,823
Industrial 4,670,730   597,332,037     602,002,767
Technology 11,074,406   339,562,507     350,636,913
Utilities 2,719,874   127,266,651     129,986,525
  72,272,905   3,414,637,216   477   3,486,910,598
Preferred Stock   5,363,093     5,363,093
Rights   59,306     59,306
Government Money Market Mutual Funds 99,843,320       99,843,320
Short Term Investments   17,114,411     17,114,411
Total investments, at fair value: 172,116,225   3,437,174,026   477   3,609,290,728
Other Financial Investments:              
Forward Foreign Currency Contracts(a)   493,045     493,045
Futures Contracts(a) 368,605       368,605
Total Assets $172,484,830   $3,437,667,071   $477   $3,610,152,378
Liabilities              
Other Financial Investments              
Forward Foreign Currency Contracts(a)   (1,892)     (1,892)
Total Liabilities $   $(1,892)   $   $(1,892)
(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.
Empower International Value Fund
  Level 1   Level 2   Level 3   Total
Assets              
Investments, at fair value:              
Common Stock              
Basic Materials $55,231,128   $133,149,873   $   $188,381,001
Communications   39,861,652     39,861,652
Consumer, Cyclical 8,722,731   151,708,949     160,431,680
Consumer, Non-cyclical 24,734,110   292,222,060     316,956,170
Energy 5,001,401   75,380,629     80,382,030
Financial 18,780,695   413,087,923     431,868,618
Industrial 11,483,153   196,695,865     208,179,018
Technology 41,304,244   53,853,349     95,157,593
Utilities 4,235,744   10,761,349     14,997,093
  169,493,206   1,366,721,649     1,536,214,855
Preferred Stock   6,424,378     6,424,378
Government Money Market Mutual Funds 74,762,707       74,762,707
Total Assets $244,255,913   $1,373,146,027   $   $1,617,401,940

Semi-Annual Report - June 30, 2026

 

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 on investments.
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 on foreign currency transactions and change in net unrealized appreciation or depreciation on foreign currency translations 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.
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, 2026 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 $1,312,477,091   $767,602,298   $(103,678,361)   $663,923,937(a)
Empower International Growth Fund 811,562,341   150,126,581   (83,960,729)   66,165,852
Empower International Index Fund 2,533,352,806   1,266,696,643   (189,898,963)   1,076,797,680
Empower International Value Fund 1,245,493,475   454,540,042   (82,631,577)   371,908,465
(a) This includes unrealized depreciation of $(2,879,883) on deferred foreign capital gains tax.

Semi-Annual Report - June 30, 2026

 

Other Taxes
Certain countries assess a capital gains tax on securities sold in their local markets. This tax is accrued as the securities in these foreign markets appreciate in value and is paid at the time of sale to the extent a capital gain is realized. Taxes accrued on securities in an unrealized appreciation position are included in “Net change in unrealized appreciation (depreciation) on deferred foreign capital gains tax” on the Statements of Operations. The capital gains tax paid on securities sold, if any, is included in “Net realized gain (loss) on foreign capital gains tax” on the Statements of Operations.
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 the Funds 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 ("MNA"), 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.
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.

Semi-Annual Report - June 30, 2026

 

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 340
Average notional long $51,526,710
Forward Currency Exchange Contracts:  
Average notional amount $19,509,719
Derivative Financial Instruments Categorized by Risk Exposure
Valuation of derivative investments as of June 30, 2026 is as follows:
Empower International Index Fund
  Commodity
Contracts
  Credit
Contracts
  Equity
Contracts
  Forward
Foreign
Currency
Contracts
  Interest
Rate
Contracts
  Other
Contracts
  Total
Assets - Derivative Financial Instruments                          
Futures contracts
  Unrealized appreciation on     futures contracts(a)
$   $   $368,605   $   $   $   $368,605
Forward foreign currency contracts
  Unrealized appreciation on     forward foreign currency     contracts
      493,045       493,045
  $   $   $368,605   $493,045   $   $   $861,650
Liabilities - Derivative Financial Statements                          
Forward foreign currency contracts
  Unrealized depreciation on     forward foreign currency     contracts
$   $   $   $1,892   $   $   $1,892
  $   $   $   $1,892   $   $   $1,892

Semi-Annual Report - June 30, 2026

 

(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, 2026 is as follows:
Empower International Growth Fund
  Commodity
Contracts
  Credit
Contracts
  Equity
Contracts
  Foreign
Forward
Currency
Contracts
  Interest
Rate
Contracts
  Other
Contracts
  Total
Net Realized Gain (Loss) from:                          
Futures contracts $   $   $(104,339)   $   $   $   $(104,339)
Total $   $   $(104,339)   $   $   $   $(104,339)
Empower International Index Fund
  Commodity
Contracts
  Credit
Contracts
  Equity
Contracts
  Foreign
Forward
Currency
Contracts
  Interest
Rate
Contracts
  Other
Contracts
  Total
Net Realized Gain (Loss) from:                          
Futures contracts $   $   $5,438,532   $   $   $   $5,438,532
Forward foreign currency contracts       302,512       302,512
Total $   $   $5,438,532   $302,512   $   $   $5,741,044
Net Change in Unrealized
Appreciation (Depreciation) on:
                         
Futures contracts $   $   $308,380   $   $   $   $308,380
Forward foreign currency contracts       490,875       490,875
Total $   $   $308,380   $490,875   $   $   $799,255
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
A Fund may enter into derivative transactions with several approved counterparties. Certain transactions are effected under agreements which include MNAs which provide for the netting of payment obligations and/or netting in situations of counterparty default. The following tables summarize each Fund's financial investments that, if applicable, are subject to an enforceable MNA as of June 30, 2026.
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 Markets

$21,390   $(546)   $—   $—   $20,844
Mellon Capital

471,655   (1,346)       470,309
  $493,045   $(1,892)   $—   $—   $491,153

Semi-Annual Report - June 30, 2026

 

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

$(546)   $546   $—   $—   $ —
Mellon Capital

(1,346)   1,346      
  $(1,892)   $1,892   $—   $—   $—
(a) OTC derivatives are reported gross on the Statement of Assets and Liabilities.
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(a) 0.67% up to $3 billion dollars
  0.66% over $3 billion dollars
 
(a) As of April 30th, 2026, the Empower International Value Fund added a breakpoint to the annual advisory rate at $3 billion dollars.
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, 2027 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 0.845%
Empower International Index Fund 0.32%
Empower International Value Fund 0.72%

Semi-Annual Report - June 30, 2026

 

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, 2026, the amounts subject to recoupment, if any, were as follows:
Empower Emerging Markets Equity Fund
Expires December 31, 2026   Expires December 31, 2027   Expires December 31, 2028   Expires June 29, 2029   Recoupment of
Past Reimbursed Fees
by ECM
$927,371   $1,091,742   $1,463,965   $746,794   $0
Empower International Growth Fund
Expires December 31, 2026   Expires December 31, 2027   Expires December 31, 2028   Expires June 29, 2029   Recoupment of
Past Reimbursed Fees
by ECM
$141,113   $144,223   $227,573   $114,766   $0
Empower International Value Fund
Expires December 31, 2026   Expires December 31, 2027   Expires December 31, 2028   Expires June 29, 2029   Recoupment of
Past Reimbursed Fees
by ECM
$0   $20,227   $3,827   $261   $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.
Empower International Index Fund - Keyridge Asset Management Limited ("Keyridge") 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 $1,145,000 for the period ended June 30, 2026.

Semi-Annual Report - June 30, 2026

 

5.  PURCHASES AND SALES OF INVESTMENTS
For the period ended June 30, 2026, 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 $673,928,134   $930,821,465
Empower International Growth Fund 333,525,921   189,192,784
Empower International Index Fund 192,843,089   201,884,925
Empower International Value Fund 222,439,695   328,484,784
For the same period, there were no purchases or sales of long-term U.S. Government securities.
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, 2026, 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 $25,795,134   $27,486,009
Empower International Growth Fund 6,847,205   11,217,987
Empower International Index Fund 91,316,473   99,843,320
Empower International Value Fund 71,513,590   74,762,707
Under the securities lending agreement, the cash collateral received represents a secured borrowing, and is collateralized by the securities loaned. As of June 30, 2026 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
Effective July 1, 2026, the Empower International Growth Fund expense limit annual rate was reduced from 0.845% to 0.835%.
Management has reviewed all events subsequent to June 30, 2026, 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 except as noted above.

Semi-Annual Report - June 30, 2026

 

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 29, 2026 (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 Emerging Markets Equity Fund (the “Fund”), a series of Empower Funds; (ii) the investment sub-advisory agreement by and among Empower Funds, ECM and Lazard Asset Management LLC (“Lazard”), with respect to the Fund (the “Lazard Sub-Advisory Agreement”); and (iii) the investment sub-advisory agreement by and among Empower Funds, ECM and Goldman Sachs Asset Management, L.P. (“GSAM” and collectively with Lazard, the “Sub-Advisers” or each, a “Sub-Adviser”), with respect to the Fund (the “GSAM Sub-Advisory Agreement” and collectively with the Lazard Sub-Advisory Agreement, 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 Lazard and GSAM. 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 25, 2026 (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 the 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. A Broadridge representative met with

 

the Independent Directors at the March Meeting to review and discuss Broadridge’s peer group selection methodology. In addition, the Independent Directors discussed with Broadridge an analysis comparing ECM’s profitability on its investment management business to that of publicly traded investment managers. 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 prior to the April Board Meeting, on April 7, 2026, and again at a session held immediately prior to the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their 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 whereby Empower provides employees, office space and various other corporate services for ECM. (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 also reviewed, as applicable, 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.
The Board also 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. With respect to ECM, the Board also took into account various organizational, business and personnel developments and initiatives, including resource and process enhancements.
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”), as well as a recent restructuring of the compliance function at ECM. 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, labor market data and unemployment rates, monetary and fiscal policy developments, including interest rate expectations and inflation, 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 each of the Sub-Advisers.
Investment Performance
With respect to the Fund’s investment performance, the Board noted that the Fund commenced operations on January 4, 2018. Therefore, the Board reviewed performance data for the Fund’s Investor Class and Institutional Class as compared against its benchmark index and a “performance universe” of peer funds compiled by Broadridge, based on Lipper fund classification schema, for the one-, three- and five-year periods ended December 31, 2025. 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 the Fund’s Investor Class for the one-, three-and five-year periods ended December 31, 2025 were in the third, second and third quintiles, respectively, of its performance universe (the first quintile being the best performers and the fifth quintile being the worst performers), with returns above the performance universe median for the one- and three-year periods and a specific performance universe ranking in the 55th percentile for the five-year period ended December 31, 2025. Similarly, 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, 2025 were in the third, second and third quintiles, respectively of its performance universe, outperforming the performance universe median for the one- and three-year periods. The Board also observed that the Fund outperformed its benchmark index for the three-year period ended December 31, 2025 and underperformed its benchmark index for each other period reviewed.
In evaluating the Fund’s investment performance and the performance of each Sub-Adviser, the Board noted that GSAM commenced management of an allocated portion of the Fund’s portfolio in June 2023. In this regard, the Board noted that performance results were attributable to both Lazard and another firm that had been engaged by ECM to manage a portion of the Fund’s portfolio through May 2023, after which such firm was replaced by GSAM.
Also relevant to the Board’s analysis were ECM’s processes for overseeing and analyzing each 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 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. 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, 2027.
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.
The Board observed that the Fund’s Contractual Management Fee, as to the Investor Class, was lower than the median contractual management fee of the peer group of funds. Although the Contractual Management Fee with respect to the Institutional Class was above the median contractual management fee of the peer group of funds, it specifically ranked in the 60th percentile of its peer group. The Board also observed that the Fund’s total annual operating expense ratio for each class was lower than the 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 third quintile of its peer group with respect to the Institutional Class.
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 each Sub-Adviser regarding its fee schedule for, as applicable, a proprietary mutual fund, standard separate account and/or other representative account, in each case managed with the same emerging markets equity strategy employed for its allocated portion of the Fund. Specifically, with respect to GSAM, the Board received information regarding its standard fee schedule and a representative account, noting, in each case, that the fees charged to ECM were lower. From Lazard, the Board received information regarding its proprietary mutual fund and standard separate account fee schedules for its emerging markets equity advantage strategy, and similarly observed that the fees charged to ECM were lower. Additionally, the Board noted the factors identified by each Sub-Adviser - such as client type, benchmark, size of account and overall client relationship, investment guidelines, account inception date, reporting requirements and client servicing obligations, among other things - that contribute to the determination of fee rates for specific clients. Moreover, the Board considered that, as to each of the Sub-Advisers, ECM, and not the Fund, pays the sub-advisory fees and such fees are 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 of the Sub-Advisers. The Board reviewed the financial statements and profitability information from ECM and each of 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 Broadridge 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. 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 the Sub-Advisers, as applicable, 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 also 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 schedules contained breakpoints that would reduce the relevant fee rate on assets above specified levels as the Fund’s assets increased. The Board considered that, although the breakpoints in the sub-advisory fee schedules take effect at lower asset levels than for the management fee, 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 and the sub-advisory fees are negotiated at arm’s length. The Board also recalled its observation that the Fund’s Contractual Management Fee was lower than the median contractual management fee of the peer group of funds for the Investor Class and, for the Institutional Class, specifically ranked in the 60th percentile of its peer group, which was within the third quintile of such 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 the Sub-Advisers from their relationships with the Fund as part of the total mix of information evaluated by the Board. In this regard, the Board noted that each Sub-Adviser receives or may receive ancillary benefits from soft-dollar arrangements by which brokers provide research to the Sub-Advisers in return for allocating Fund brokerage to such brokers. Additionally, with respect to GSAM, the Board noted that improved trading efficiencies resulting from aggregated Fund orders with other advisory accounts and potential economies of scale from infrastructure enhancements in support of its services to the Fund are the principal “fall-out” benefits derived and identified by the Sub-Adviser from its relationship with the Fund. As to Lazard, the Board noted its statement that the firm generally does not receive any financial benefit from its management of the Fund aside from its sub-advisory fee and research obtained through soft dollar equity commission credits.
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 each Agreement 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 29, 2026 (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.
On March 25, 2026 (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. A Broadridge representative met with the Independent Directors at the March Meeting to review and discuss Broadridge’s peer group selection methodology. In addition, the Independent Directors discussed with Broadridge an analysis comparing ECM’s profitability on its investment management business to that of publicly traded investment managers. 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 prior to the April Board Meeting, on April 7, 2026, and again at a session held immediately prior to the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their 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 whereby Empower provides employees, office space, and various other corporate services for ECM. (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. With respect to ECM, the Board also took into account various organizational, business and personnel developments and initiatives, including resource and process enhancements.
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”), as well as a recent restructuring of the compliance function at ECM. 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, labor market data and unemployment rates, monetary and fiscal policy developments, including interest rate expectations and inflation, 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 each of the Sub-Advisers.

 

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, 2025. 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 for each class of the Fund were in the fifth quintile of its respective performance universe for each period reviewed (the first quintile being the best performers and the fifth quintile being the worst performers). In addition, the Board observed that the Fund underperformed the MSCI EAFE Growth Index for each period reviewed.
In evaluating the Fund’s investment performance and the performance of the Sub-Advisers, the Board noted that each of JPMIM and Lazard commenced management of its allocation of the Fund’s portfolio in April 2018 and in April 2025, respectively. The Board also considered that, prior to April 2025, a portion of the Fund’s portfolio was managed by another sub-adviser and therefore, the Fund’s performance history reflects, in part, services provided by that firm.
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. 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. 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, 2027.
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.
The Board observed that the Fund’s Contractual Management Fee for each class was higher than the peer group median contractual management fee, ranking in the fourth quintile with respect to the Investor Class and in the third quintile with respect to the Institutional Class (with the first quintile being the lowest expenses and the fifth quintile being the highest expenses). 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 third quintile of its respective peer group, specifically ranking in the 58th percentile of its peer group with respect to the Investor Class and ranking equal to the median of its peer group with respect to the Institutional Class.

 

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 noted it did not receive information regarding fee schedules for comparable accounts but noted 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 Broadridge 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. 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.
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 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. 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 29, 2026 (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 Keyridge Asset Management Limited (formerly known as Irish Life Investment Managers Limited) (“Keyridge” 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”). Keyridge 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 25, 2026 (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. A Broadridge representative met with the Independent Directors at the March Meeting to review and discuss Broadridge’s peer group selection methodology. In addition, the Independent Directors discussed with Broadridge an analysis comparing ECM’s profitability on its investment management business to that of publicly traded investment managers. 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 prior to the April Board Meeting, on April 7, 2026, and again at a session held immediately prior to the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their 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 whereby Empower provides employees, office space, and various other corporate services for ECM. (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. With respect to ECM, the Board also took into account various organizational, business and personnel developments and initiatives, including resource and process enhancements.
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”), as well as a recent restructuring of the compliance function at ECM. 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, labor market data and unemployment rates, monetary and fiscal policy developments, including interest rate expectations and inflation, 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-, five- and ten-year periods ended December 31, 2025. 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-, three-, five- and ten-year periods ended December 31, 2025 were in the third, fourth, third and fourth quintiles, respectively, of its performance universe (the first quintile being the best performers and the fifth quintile being the worst performers), and had specific rankings in the 57th, 61st, and 50th percentiles for the one-, three- and five-year periods, respectively. Similar results were observed for the Fund’s Institutional Class, with annualized returns for the one-, three-, five- and ten-year periods ended December 31, 2025, ranking in the third, third, second and third quintiles, respectively, of its performance universe, exceeding its performance universe median for the five-year period and had specific rankings in the 53rd, 55th and 50th percentiles for the one-, three-, and ten-year periods, respectively.
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, 2025, 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. 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. 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, 2027.
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.
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 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 third quintile of its peer group with respect to the Institutional Class.
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 Keyridge to ECM for the other series of Empower Funds sub-advised by Keyridge, 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 “Keyridge 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 Broadridge 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. 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 Keyridge 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 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 29, 2026 (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 25, 2026 (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. A Broadridge representative met with the Independent Directors at the March Meeting to review and discuss Broadridge’s peer group selection methodology. In addition, the Independent Directors discussed with Broadridge an analysis comparing ECM’s profitability on its investment management business to that of publicly traded investment managers. 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 prior to the April Board Meeting, on April 7, 2026, and again at a session held immediately prior to the April Board Meeting. The Independent Directors weighed and considered the information provided in light of their 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 whereby Empower provides employees, office space, and various other corporate services for ECM. (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. With respect to ECM, the Board also took into account various organizational, business and personnel developments and initiatives, including resource and process enhancements.
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”), as well as a recent restructuring of the compliance function at ECM. 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, labor market data and unemployment rates, monetary and fiscal policy developments, including interest rate expectations and inflation, 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 each of the Sub-Advisers.

 

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 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, 2025.  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 the Fund’s Investor Class for the one-, three-, five- and ten-year periods ended December 31, 2025 were in the third, third, fourth and second quintiles, respectively, of its performance universe (the first quintile being the best performers and the fifth quintile being the worst performers), with returns above the performance universe median for the three- and ten-year periods and specific performance universe rankings in the 47th and 23rd percentiles for the three- and ten-year periods ended December 31, 2025, respectively. Similarly, the annualized returns of the Fund’s Institutional Class for the one-, three-, five- and ten-year periods ended December 31, 2025 were in the third, second, fourth and first quintiles, respectively, of its performance universe, with returns above the performance universe median for the three- and ten-year periods and specific performance universe rankings in the 36th and 13th percentiles for the three- and ten-year periods ended December 31, 2025, respectively. The Board also observed that each class of the Fund underperformed the MSCI EAFE Value Index (the “Value Index”) for each period reviewed, except each class of the Fund outperformed the Value Index for the ten-year period ended December 31, 2025.
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. 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, 2027.
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.
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 first 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 second quintile of its peer group with respect to the Institutional Class. The Board further considered that effective April 30, 2026, the Fund’s management fee schedule includes a breakpoint.

 

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, 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 Broadridge 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. 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. 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 the LSV Sub-Advisory Agreement contained breakpoints that would reduce the fee rate on assets above specified levels as the Fund’s assets increased, although the breakpoints in the LSV Sub-Advisory Agreement take effect at lower asset levels than for the management fee. 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 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 and access to a greater pool of assets it would not otherwise reach, 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.



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 20, 2026

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 20, 2026

By: /s/ Kelly B. New

Kelly B. New
Chief Financial Officer & Treasurer

Date: August 20, 2026



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