Short Duration Bond Fund

Management Discussion

The Fund’s investment adviser is Empower Capital Management, LLC (“ECM”)

Fund Performance

For the twelve-month period ended December 31, 2022, the Fund (Investor Class shares) returned -4.25%, relative to a -3.40% return for the Bloomberg 1-3 Year U.S. Credit Bond Index, the Fund’s benchmark index.

ECM Commentary

The overall macroeconomic backdrop deteriorated significantly over the course of 2022. High inflation coupled with aggressive central bank actions impacted growth trajectories and the odds of a recession increased. However, U.S. growth held up relatively well and gross domestic product rebounded in the second half of the year. Inflation levels declined but higher prices remained broad-based and well-entrenched. A central theme heading into the new year will be the switch from inflation fears to growth concerns as policy responses begin to take effect. Despite strong headline numbers, particularly in the labor market, U.S. economic data for the most part revealed slowing momentum across almost all inputs. Leading economic indicators have also rolled over and are now down -7.4%, year-over-year. Corporate earnings and consumer spending remain the two pillars supporting growth, but both are expected to deteriorate given the macro environment and monetary policy backdrop. High inflation is impairing real purchasing power for the consumer leading to demand destruction. Global central banks are committed to fighting inflation even as the global growth outlook has deteriorated as the main concern is that inflation expectations become unanchored. In 2022, the Federal Reserve (the “Fed”) raised rates by 425 basis points which is one of the most extreme policy responses in recent history.

Capital market performance ended 2022 as one of the worst in decades. Equities ended the year close to bear market levels and fixed income total returns were deeply negative across all sectors. For the third time since 1926, both bonds and equities were down for the year. The majority of underperformance for fixed income markets was mainly attributable to the massive increase in interest rates. Real interest rates have increased across the treasury curve and the shape of the yield curve bear flattened sharply. Most yield curves measures in the U.S. are now inverted as the Fed continues to aggressively combat inflation and are reflecting recession concerns. The Bloomberg U.S. Aggregate Bond Index set a record by ending the year down -13%. Within the index, investment grade corporate bonds had a total return of -15.8%. Total returns in commercial mortgage-backed securities (“CMBS”), asset-backed securities (“ABS”), and mortgage-backed securities (“MBS”) were -10.9%, -4.3%, and -11.8%, respectively.

Throughout the year, the Fund was challenged due to the great resetting of interest rate policy as the Fed shifted to tighter monetary policy. During 2022, the Fund invested in fixed and floating rate investment grade corporate bonds (“IG”), high yield bonds and bank loans (“HY”), and structured products including asset backed securities (“ABS”), commercial mortgage-backed securities (“CMBS”), and collateralized loan obligations (“CLOs”). Allocations to MBS, ABS, CMBS, floating rate notes, and HY are out-of-benchmark positions in the Fund. Fund duration positioning is managed against the benchmark index.

The Fund’s duration positioning was neutral versus the benchmark index during the year in anticipation of higher interest rate volatility and uncertainty due to changes in Fed policy.

The Fund was overweight to lower rated securities within IG and held out-of-benchmark positions in HY as well as ABS. These overweight allocations were detractors to the Fund’s performance as credit spreads widened throughout the year and interest rates rose sharply as the Fed remained focused on lowering inflation. The Fund remained underweight government related securities that are skewed to higher ratings and do not offer much in terms of spread although at times the Fund held U.S. Treasuries.

Security selection within HY as well as ABS was the main driver of underperformance. Sectors such as healthcare, finance, and CLOs were some of the worst performers. Holdings in consumer cyclicals offset some of the detractors as restaurants, casinos, and retail experienced strong demand. However, risk-off markets and outflows pressured all asset classes within fixed income throughout 2022.

The views and opinions in this report were current as of December 31, 2022 and are subject to change at any time. They are not guarantees of performance or investment results and should not be taken as investment advice. Fund holdings are subject to change at any time. Fund returns are net of fees unless otherwise noted.

Growth of $10,000 (unaudited)

This graph compares the value of a hypothetical $10,000 investment in the Fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records) with the performance of the Fund’s benchmark index. Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance does not include any fees or expenses of variable insurance contracts, individual retirement accounts (“IRA(s)”), qualified retirement plans or college savings programs. If such fees and expenses were included, returns would be lower.

Note: Performance for the Institutional Class shares may vary due to their differing fee structure. See returns table below.

Average Annual Total Returns for the Periods Ended December 31, 2022 (unaudited)

	One Year	Five Year	Ten Year / Since Inception^(a)
Institutional Class	-3.95%	1.57%	1.59%
Investor Class	-4.25%	1.22%	1.27%

(a) Institutional Class inception date was May 1, 2015.

Results include the reinvestment of all dividends and capital gains distributions. Past performance is no guarantee of future results. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs. If such fees and expenses were included, returns would be lower.

Summary of Investments by Ratings as of December 31, 2022 (unaudited)

Rating	Percentage of Fund Investments
Aaa	8.44%
Aa1	1.09
Aa2	2.68
Aa3	2.57
A1	11.67
A2	10.59
A3	5.64
Baa1	10.21
Baa2	14.52
Baa3	17.52
Ba1	2.71
Ba2	2.26
Ba3	1.76
B1	0.72
B2	0.36
B3	0.91
CCC, CC, C	0.50
Not Rated	1.54
Short Term Investments	4.31
Total	100.00%

Shareholder Expense Example (unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2022 to December 31, 2022).

Actual Expenses

The first row of the table below provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first row under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second row of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second row of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value	Ending Account Value	Expenses Paid During Period*
	(07/01/22)	(12/31/22)	(07/01/22 – 12/31/22)
Institutional Class
Actual	$1,000.00	$1,006.26	$1.26
Hypothetical (5% return before expenses)	$1,000.00	$1,023.95	$1.28
Investor Class
Actual	$1,000.00	$1,004.56	$3.03
Hypothetical (5% return before expenses)	$1,000.00	$1,022.18	$3.06

* Expenses are equal to the Fund's annualized expense ratio of 0.25% for the Institutional Class shares and 0.60% for the Investor Class shares, multiplied by the average account value over the period, multiplied by 184/365 days to reflect the one-half year period.

Performance does not include any fees or expenses of variable insurance contracts, IRAs, qualified retirement plans or college savings programs, if applicable. If such fees or expenses were included, returns would be lower.

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Schedule of Investments

As of December 31, 2022

Principal Amount		Fair Value
ASSET-BACKED SECURITIES
Non-Agency — 13.55%
	American Credit Acceptance Receivables Trust^(a)
	Series 2021-1 Class C
$1,080,389	0.83%, 03/15/2027	$ 1,062,873
	Series 2021-1 Class D
1,500,000	1.14%, 03/15/2027	1,414,408
	Series 2021-2 Class D
1,250,000	1.34%, 07/13/2027	1,181,904
	Series 2021-4 Class D
1,250,000	1.82%, 02/14/2028	1,145,164
1,500,000	AmeriCredit Automobile Receivables Trust Series 2021-1 Class D 1.21%, 12/18/2026	1,342,124
1,000,000	Apidos XXIX^(a)(b) Series 2018-29A Class A2 5.91%, 07/25/2030 3-mo. LIBOR + 1.55%	961,352
1,700,000	Avant Credit Card Master Trust^(a) Series 2021-1A Class A 1.37%, 04/15/2027	1,555,286
3,000,000	Barings Ltd^(a)(b) Series 2018-3A Class C 6.14%, 07/20/2029 3-mo. LIBOR + 1.90%	2,887,947
1,000,000	CCG Receivables Trust^(a) Series 2020-1 Class B 1.19%, 12/14/2027	954,418
	Credit Acceptance Auto Loan Trust^(a)
	Series 2020-2A Class B
1,500,000	1.93%, 09/17/2029	1,461,748
	Series 2021-4 Class C
975,000	1.94%, 02/18/2031	884,813
1,188,000	DB Master Finance LLC^(a) Series 2021-1A Class A2I 2.05%, 11/20/2051	1,014,041
1,200,000	Drive Auto Receivables Trust Series 2021-2 Class D 1.39%, 03/15/2029	1,105,721
	DT Auto Owner Trust^(a)
	Series 2019-3A Class D
961,229	2.96%, 04/15/2025	948,674
	Series 2020-2A Class E
1,250,000	7.17%, 06/15/2027	1,226,602
	Series 2021-1A Class C
1,500,000	0.84%, 10/15/2026	1,439,997
	Series 2021-3A Class D
2,000,000	1.31%, 05/17/2027	1,752,271
	Series 2021-4A Class D
1,750,000	1.99%, 09/15/2027	1,538,273
1,650,000	Exeter Automobile Receivables Trust Series 2022-5A Class A2 5.29%, 01/15/2025	1,649,795
45,720	GMACM Home Equity Loan Trust^(c) Series 2007-HE2 Class A3 6.19%, 12/25/2037	45,540

Principal Amount		Fair Value
Non-Agency — (continued)
$1,000,000	ICG US Ltd^(a)(b) Series 2018-3A Class B1R 5.77%, 01/24/2032 3-mo. LIBOR + 1.45%	$ 948,092
1,500,000	Madison Park Funding XLVIII Ltd^(a)(b) Series 2021-48A Class C 6.23%, 04/19/2033 3-mo. LIBOR + 2.00%	1,424,959
1,500,000	Magnetite XXII Ltd^(a)(b) Series 2019-22A Class CR 6.03%, 04/15/2031 3-mo. LIBOR + 1.95%	1,418,238
851,943	MVW Owner Trust^(a) Series 2021-1WA Class C 1.94%, 01/22/2041	764,603
	Navient Private Education Refi Loan Trust^(a)
	Series 2021-A Class A
923,778	0.84%, 05/15/2069	798,705
	Series 2021-BA Class A
1,120,544	0.94%, 07/15/2069	946,399
	Series 2021-CA Class A
1,164,692	1.06%, 10/15/2069	990,121
1,000,000	Oaktree Ltd^(a)(b) Series 2019-3A Class BR 5.99%, 10/20/2034 3-mo. LIBOR + 1.75%	955,219
2,000,000	Octagon Investment Partners 45 Ltd^(a)(b) Series 2019-1A Class BR 5.71%, 04/15/2035 3-mo. SOFR + 1.85%	1,918,186
1,150,000	OneMain Direct Auto Receivables Trust^(a) Series 2021-1A Class D 1.62%, 11/14/2030	958,822
	Santander Drive Auto Receivables Trust
	Series 2021-2 Class D
750,000	1.35%, 07/15/2027	701,206
	Series 2021-3 Class D
1,200,000	1.33%, 09/15/2027	1,111,805
	Series 2021-4 Class D
2,000,000	1.67%, 10/15/2027	1,842,101
551,523	SCF Equipment Leasing LLC^(a) Series 2020-1A Class A3 1.19%, 10/20/2027	540,716
3,756,000	Voya Ltd^(a)(b) Series 2016-1A Class BR 6.02%, 01/20/2031 3-mo. SOFR + 2.06%	3,442,667
650,000	Westlake Automobile Receivables Trust^(a) Series 2021-2A Class D 1.23%, 12/15/2026	591,973
500,000	World Omni Select Auto Trust Series 2021-A Class D 1.44%, 11/15/2027	451,130
		45,377,893

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Schedule of Investments

As of December 31, 2022

Principal Amount		Fair Value
U.S. Government Agency — 0.00%^(d)
$ 883	Federal National Mortgage Association Grantor Trust^(e) Series 2003-T4 Class 2A6 4.45%, 07/26/2033	$ 859
TOTAL ASSET-BACKED SECURITIES — 13.55% (Cost $48,765,363)		$ 45,378,752
BANK LOANS
1,500,000	American Trailer World Corp^(b) 8.09%, 03/05/2028 1-mo. LIBOR + 3.70%	1,289,062
	Asurion LLC^(b)
3,238,008	7.63%,12/23/2026 1-mo. LIBOR + 3.24%	2,873,732
332,620	8.36%,08/21/2028 1-mo. SOFR + 4.00%	296,863
2,195,969	Berry Global Inc^(b) 6.02%, 07/01/2026 1-mo. LIBOR + 1.63%	2,176,754
11,875	Burlington Coat Factory Warehouse Corp^(b) 6.34%, 06/26/2028 1-mo. LIBOR + 1.95%	11,756
1,480,509	Catalent Pharma Solutions Inc^(b) 6.37%, 05/20/2024 3-mo. LIBOR + 2.64%	1,455,525
2,968,747	Entain Holdings Ltd^(b) 7.23%, 03/29/2027 3-mo. LIBOR + 2.46%	2,945,555
576,759	Icon SARL^(b) 7.00%, 07/03/2028 3-mo. LIBOR + 2.23%	574,417
2,220,564	Jazz Financing SARL^(b) 7.88%, 05/05/2028 1-mo. LIBOR + 3.49%	2,198,668
2,391,108	Vyaire Medical Inc^(b) 8.50%, 04/16/2025 3-mo. LIBOR + 3.74%	1,697,687
TOTAL BANK LOANS — 4.63% (Cost $16,628,527)		$ 15,520,019
CORPORATE BONDS AND NOTES
Basic Materials — 1.70%
	Celanese US Holdings LLC
2,000,000	5.90%, 07/05/2024	1,999,356
500,000	6.17%, 07/15/2027	493,163
2,000,000	Nutrien Ltd 5.90%, 11/07/2024	2,025,135
1,250,000	Steel Dynamics Inc 2.80%, 12/15/2024	1,187,361
		5,705,015
Communications — 2.30%
2,000,000	DISH DBS Corp 5.88%, 11/15/2024	1,858,468

Principal Amount		Fair Value
Communications — (continued)
$2,000,000	eBay Inc 5.90%, 11/22/2025	$ 2,042,239
1,735,000	Juniper Networks Inc 1.20%, 12/10/2025	1,551,568
500,000	Sirius XM Radio Inc^(a) 3.13%, 09/01/2026	443,970
2,000,000	T-Mobile USA Inc 2.25%, 02/15/2026	1,819,282
		7,715,527
Consumer, Cyclical — 10.57%
2,000,000	Aptiv PLC / Aptiv Corp 2.40%, 02/18/2025	1,885,984
1,500,000	BMW US Capital LLC^(a) 3.25%, 04/01/2025	1,447,628
1,250,000	Brinker International Inc 3.88%, 05/15/2023	1,238,028
2,500,000	Cinemark USA Inc^(a) 8.75%, 05/01/2025	2,524,547
2,000,000	Dollar General Corp 4.25%, 09/20/2024	1,972,506
3,000,000	Ford Motor Credit Co LLC 2.30%, 02/10/2025	2,738,640
3,500,000	General Motors Financial Co Inc 6.05%, 10/10/2025	3,560,001
2,000,000	Genuine Parts Co 1.75%, 02/01/2025	1,867,353
2,000,000	Hyundai Capital America^(a) 1.00%, 09/17/2024	1,847,814
2,000,000	Las Vegas Sands Corp 3.20%, 08/08/2024	1,890,382
1,000,000	Lowe's Cos Inc 4.40%, 09/08/2025	985,069
1,500,000	Mercedes-Benz Finance North America LLC^(a) 0.75%, 03/01/2024	1,424,244
2,500,000	MGM Resorts International 6.75%, 05/01/2025	2,513,027
2,000,000	Nissan Motor Acceptance Co LLC^(a) 1.13%, 09/16/2024	1,822,409
3,000,000	PVH Corp 4.63%, 07/10/2025	2,896,837
1,500,000	Volkswagen Group of America Finance LLC^(a) 3.95%, 06/06/2025	1,451,572
3,500,000	Warnermedia Holdings Inc^(a) 3.79%, 03/15/2025	3,343,020
		35,409,061
Consumer, Non-Cyclical — 10.70%
1,000,000	Bacardi Ltd^(a) 4.45%, 05/15/2025	970,303
2,000,000	Baxter International Inc 1.32%, 11/29/2024	1,861,927
3,065,000	Bayer US Finance II LLC^(a) 2.85%, 04/15/2025	2,870,508
1,500,000	Cargill Inc^(a) 4.88%, 10/10/2025	1,493,989

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Schedule of Investments

As of December 31, 2022

Principal Amount		Fair Value
Consumer, Non-Cyclical — (continued)
$2,000,000	Diageo Capital PLC 5.20%, 10/24/2025	$ 2,025,446
2,500,000	Elevance Health Inc 5.35%, 10/15/2025	2,527,671
2,500,000	GE HealthCare Technologies Inc^(a) 5.55%, 11/15/2024	2,509,001
1,000,000	General Mills Inc 5.24%, 11/18/2025	1,002,490
3,000,000	Global Payments Inc 1.50%, 11/15/2024	2,784,861
1,500,000	GSK Consumer Healthcare Capital US LLC 3.02%, 03/24/2024	1,455,812
2,000,000	HCA Inc^(a) 3.13%, 03/15/2027	1,818,357
2,500,000	Illumina Inc^(f) 5.80%, 12/12/2025	2,516,988
3,000,000	McKesson Corp 0.90%, 12/03/2025	2,663,851
1,000,000	Mondelez International Holdings Netherlands BV^(a) 0.75%, 09/24/2024	925,126
1,000,000	UnitedHealth Group Inc 5.15%, 10/15/2025	1,011,405
2,000,000	Universal Health Services Inc 1.65%, 09/01/2026	1,713,920
2,000,000	Viatris Inc 1.65%, 06/22/2025	1,811,385
2,000,000	Zimmer Biomet Holdings Inc 1.45%, 11/22/2024	1,859,358
2,000,000	Zoetis Inc^(f) 5.40%, 11/14/2025	2,039,955
		35,862,353
Energy — 5.45%
3,000,000	Canadian Natural Resources Ltd 2.05%, 07/15/2025	2,791,008
3,000,000	Energy Transfer LP 3.90%, 05/15/2024	2,921,764
	EQT Corp
1,500,000	6.13%, 02/01/2025	1,503,525
1,000,000	5.68%, 10/01/2025	995,139
100,000	3.13%, 05/15/2026^(a)	91,904
1,500,000	Gray Oak Pipeline LLC^(a) 2.00%, 09/15/2023	1,459,154
2,000,000	Midwest Connector Capital Co LLC^(a) 3.90%, 04/01/2024	1,936,476
2,000,000	Phillips 66 1.30%, 02/15/2026	1,791,720
3,000,000	Plains All American Pipeline LP / PAA Finance Corp 3.60%, 11/01/2024	2,900,452
2,000,000	TransCanada PipeLines Ltd 1.00%, 10/12/2024	1,851,050
		18,242,192

Principal Amount		Fair Value
Financial — 35.76%
	AerCap Ireland Capital Designated Activity Co / AerCap Global Aviation Trust
$2,500,000	1.15%, 10/29/2023	$ 2,405,463
2,500,000	1.75%, 10/29/2024	2,298,888
1,500,000	Ally Financial Inc 3.88%, 05/21/2024	1,460,100
2,000,000	American Express Co 3.95%, 08/01/2025	1,959,276
3,000,000	Athene Global Funding 0.95%, 01/08/2024	2,854,433
	Bank of America Corp
2,000,000	0.81%, 10/24/2024	1,917,707
5,000,000	3.46%, 03/15/2025	4,867,280
3,000,000	1.53%, 12/06/2025	2,766,901
2,500,000	Bank of Montreal^(a)(f) 3.75%, 07/25/2025	2,428,100
2,000,000	Bank of New York Mellon^(f) 5.22%, 11/21/2025	2,005,256
1,000,000	Bank of New York Mellon Corp 3.35%, 04/25/2025	968,056
	Bank of Nova Scotia
3,000,000	0.70%, 04/15/2024	2,835,098
2,500,000	3.45%, 04/11/2025	2,405,844
	Barclays PLC
2,500,000	3.65%, 03/16/2025	2,401,608
500,000	5.30%, 08/09/2026	496,262
	Canadian Imperial Bank of Commerce
2,500,000	1.00%, 10/18/2024	2,331,529
1,500,000	2.25%, 01/28/2025^(f)	1,415,600
	Capital One Financial Corp
1,500,000	1.34%, 12/06/2024	1,436,028
2,500,000	4.99%, 07/24/2026	2,448,523
	Citigroup Inc
950,000	1.28%, 11/03/2025	875,364
7,000,000	5.07%, 06/09/2027^(b)(f) 1-mo. SOFR + 0.77%	6,712,020
2,000,000	Citizens Bank NA 4.12%, 05/23/2025	1,957,037
3,420,000	EPR Properties REIT 4.50%, 04/01/2025	3,244,235
2,000,000	Equitable Financial Life Global Funding^(a) 0.80%, 08/12/2024	1,855,124
3,500,000	Fifth Third Bancorp 2.38%, 01/28/2025	3,318,648
2,000,000	Goldman Sachs Group Inc 0.93%, 10/21/2024	1,916,000
2,000,000	Huntington Bancshares Inc 2.63%, 08/06/2024	1,919,614
	JPMorgan Chase & Co
2,000,000	3.85%, 06/14/2025	1,955,442
2,000,000	0.77%, 08/09/2025^(g)	1,845,893
1,750,000	5.55%, 12/15/2025	1,750,031
4,000,000	2.60%, 02/24/2026	3,760,640
1,000,000	Keybank NA 4.15%, 08/08/2025	976,983
1,500,000	KeyCorp 3.88%, 05/23/2025	1,467,695

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Schedule of Investments

As of December 31, 2022

Principal Amount		Fair Value
Financial — (continued)
$ 250,000	Lehman Brothers Holdings Inc Escrow Account^(h)(i) 0.00%, 10/15/2025	$ 875
3,000,000	Metropolitan Life Global Funding I^(a) 0.95%, 07/02/2025	2,718,037
	Morgan Stanley
2,000,000	0.79%, 01/22/2025	1,892,099
2,400,000	3.62%, 04/17/2025	2,341,927
2,000,000	1.16%, 10/21/2025	1,841,024
3,000,000	NatWest Markets PLC^(a) 0.80%, 08/12/2024	2,779,425
2,000,000	New York Life Global Funding^(a)(f) 1.45%, 01/14/2025	1,863,148
2,500,000	Northwestern Mutual Global Funding^(a) 4.00%, 07/01/2025	2,450,804
2,000,000	Pricoa Global Funding I^(a) 1.15%, 12/06/2024	1,850,168
	Principal Life Global Funding II^(a)
1,800,000	0.75%, 04/12/2024	1,700,193
2,000,000	0.75%, 08/23/2024	1,853,134
2,250,000	Protective Life Global Funding^(a) 1.65%, 01/13/2025	2,077,840
	Royal Bank of Canada
3,000,000	3.38%, 04/14/2025	2,898,969
1,000,000	4.78%, 12/12/2025^(a)	995,100
1,000,000	Synchrony Bank 5.40%, 08/22/2025	981,451
3,500,000	Synchrony Financial 4.88%, 06/13/2025	3,410,258
	Toronto-Dominion Bank
2,000,000	4.29%, 09/13/2024	1,976,553
2,000,000	1.25%, 09/10/2026	1,748,812
2,500,000	Truist Financial Corp 4.26%, 07/28/2026	2,456,391
2,225,000	USAA Capital Corp^(a) 3.38%, 05/01/2025	2,146,204
1,250,000	VICI Properties LP REIT 4.38%, 05/15/2025	1,212,285
	Wells Fargo & Co
2,000,000	3.91%, 04/25/2026	1,943,814
1,500,000	2.19%, 04/30/2026	1,395,987
		119,791,176
Industrial — 3.86%
2,000,000	Boeing Co 1.95%, 02/01/2024	1,926,710
	CNH Industrial Capital LLC
2,000,000	3.95%, 05/23/2025	1,940,053
1,000,000	5.45%, 10/14/2025	1,002,193
2,000,000	Huntington Ingalls Industries Inc 0.67%, 08/16/2023	1,941,940
2,500,000	Parker-Hannifin Corp 3.65%, 06/15/2024	2,446,125

Principal Amount		Fair Value
Industrial — (continued)
$2,500,000	Sonoco Products Co 1.80%, 02/01/2025	$ 2,323,116
1,345,000	Trimble Inc 4.15%, 06/15/2023	1,335,656
		12,915,793
Technology — 5.01%
2,000,000	Fidelity National Information Services Inc 4.50%, 07/15/2025	1,961,109
	Microchip Technology Inc
3,000,000	0.97%, 02/15/2024	2,848,884
1,000,000	0.98%, 09/01/2024	925,960
1,725,000	NetApp Inc 1.88%, 06/22/2025	1,584,360
	Oracle Corp
1,000,000	5.80%, 11/10/2025	1,022,385
3,000,000	1.65%, 03/25/2026	2,685,664
1,000,000	Qorvo Inc^(a) 1.75%, 12/15/2024	920,950
2,000,000	Skyworks Solutions Inc 0.90%, 06/01/2023	1,960,437
3,000,000	Take-Two Interactive Software Inc 3.55%, 04/14/2025	2,887,078
		16,796,827
Utilities — 0.58%
2,000,000	American Electric Power Co Inc 2.03%, 03/15/2024	1,928,370
TOTAL CORPORATE BONDS AND NOTES — 75.93% (Cost $267,116,328)		$254,366,314
MORTGAGE-BACKED SECURITIES
Non-Agency — 2.66%
547,676	Angel Oak Mortgage Trust^(a)(c) Series 2021-3 Class A3 1.46%, 05/25/2066	429,335
1,500,000	CityLine Commercial Mortgage Trust^(a)(c) Series 2016-CLNE Class A 2.78%, 11/10/2031	1,444,217
854,520	Deephaven Residential Mortgage Trust^(a)(c) Series 2022-1 Class A1 2.21%, 01/25/2067	737,421
913,411	GS Mortgage-Backed Securities Trust^(a)(c) Series 2022-PJ1 Class A8 2.50%, 05/28/2052	783,143
1,795,618	JPMBB Commercial Mortgage Securities Trust Series 2015-C27 Class ASB 3.02%, 02/15/2048	1,733,900
837,769	RCKT Mortgage Trust^(a)(c) Series 2022-1 Class A5 2.50%, 01/25/2052	718,289

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Schedule of Investments

As of December 31, 2022

Principal Amount		Fair Value
Non-Agency — (continued)
	Starwood Mortgage Residential Trust^(a)(c)
	Series 2021-3 Class A3
$ 955,723	1.52%, 06/25/2056	$ 759,859
	Series 2021-6 Class A1
1,713,083	1.92%, 11/25/2066	1,419,312
	Verus Securitization Trust^(a)(c)
	Series 2021-2 Class A3
713,465	1.55%, 02/25/2066	584,213
	Series 2021-5 Class A3
378,975	1.37%, 09/25/2066	287,244
TOTAL MORTGAGE-BACKED SECURITIES — 2.66% (Cost $10,223,540)		$ 8,896,933
U.S. TREASURY BONDS AND NOTES
9,000,000	United States Treasury Note/Bond 1.50%, 09/30/2024	8,546,133
TOTAL U.S. TREASURY BONDS AND NOTES — 2.55% (Cost $8,549,419)		$ 8,546,133
Shares
GOVERNMENT MONEY MARKET MUTUAL FUNDS
479,000	Dreyfus Institutional Preferred Government Plus Money Market Fund Class SL^(j), 4.36%^(k)	479,000
TOTAL GOVERNMENT MONEY MARKET MUTUAL FUNDS — 0.14% (Cost $479,000)		$ 479,000

Principal Amount		Fair Value
SHORT TERM INVESTMENTS
U.S. Government Agency Bonds and Notes — 0.42%
$1,400,000	Federal Home Loan Bank^(l) 3.96%, 01/03/2023	$ 1,399,545
Repurchase Agreements — 4.06%
224,628	Undivided interest of 0.72% in a repurchase agreement (principal amount/value $31,116,103 with a maturity value of $31,130,831) with JP Morgan Securities, 4.26%, dated 12/31/22 to be repurchased at $224,628 on 1/3/23 collateralized by U.S. Treasury securities, 0.00% - 0.13%, 5/15/23 - 12/28/23, with a value of $31,738,427.^(j)	224,628
3,347,713	Undivided interest of 3.06% in a repurchase agreement (principal amount/value $109,701,194 with a maturity value of $109,753,607) with RBC Capital Markets Corp, 4.30%, dated 12/31/22 to be repurchased at $3,347,713 on 1/3/23 collateralized by various U.S. Government Agency securities, 2.00% - 6.00%, 9/1/24 - 10/20/52, with a value of $111,895,218.^(j)	3,347,713
3,347,713	Undivided interest of 3.08% in a repurchase agreement (principal amount/value $108,937,825 with a maturity value of $108,989,873) with Bank of America Securities Inc, 4.30%, dated 12/31/22 to be repurchased at $3,347,713 on 1/3/23 collateralized by Federal National Mortgage Association securities, 1.50% - 6.50%, 5/1/37 - 5/1/58, with a value of $111,116,581.^(j)	3,347,713
3,347,713	Undivided interest of 4.10% in a repurchase agreement (principal amount/value $81,850,151 with a maturity value of $81,889,257) with Credit Agricole Securities (USA) Inc, 4.30%, dated 12/31/22 to be repurchased at $3,347,713 on 1/3/23 collateralized by Government National Mortgage Association securities, 3.00% - 4.00%, 11/20/48 - 8/20/52, with a value of $83,487,154.^(j)	3,347,713

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Schedule of Investments

As of December 31, 2022

Principal Amount		Fair Value
Repurchase Agreements — (continued)
$3,347,713	Undivided interest of 4.76% in a repurchase agreement (principal amount/value $70,517,679 with a maturity value of $70,551,371) with Citigroup Global Markets Inc, 4.30%, dated 12/31/22 to be repurchased at $3,347,713 on 1/3/23 collateralized by a U.S. Treasury security and various U.S. Government Agency securities, 0.00% - 5.50%, 8/28/23 - 12/1/52, with a value of $71,928,033.^(j)	$ 3,347,713
		13,615,480
TOTAL SHORT TERM INVESTMENTS — 4.48% (Cost $15,015,025)		$ 15,015,025
TOTAL INVESTMENTS — 103.94% (Cost $366,777,202)		$348,202,176
OTHER ASSETS & LIABILITIES, NET — (3.94)%		$ (13,187,578)
TOTAL NET ASSETS — 100.00%		$335,014,598

^(a)	Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended.
^(b)	Adjustable rate security; interest rate is subject to change. Interest rate shown reflects the rate in effect at December 31, 2022.
^(c)	Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.
^(d)	Represents less than 0.005% of net assets.
^(e)	Step bond; a zero coupon bond that converts to a fixed rate or variable interest rate at a designated future date. Rate disclosed represents effective yield at December 31, 2022. Maturity date disclosed represents final maturity date.
^(f)	All or a portion of the security is on loan at December 31, 2022.
^(g)	Restricted security; further details of these securities are included in a subsequent table.
^(h)	Security in bankruptcy.
⁽ⁱ⁾	Security in default.
^(j)	Collateral received for securities on loan.
^(k)	Rate shown is the 7-day yield as of December 31, 2022.
^(l)	Zero coupon bond; the interest rate shown is the effective yield on date of purchase.
^LIBOR	London Interbank Offered Rate is the interest rate banks charge each other for short-term loans.
^LP	Limited Partnership
^REIT	Real Estate Investment Trust
^SOFR	Secured Overnight Financing Rate is the secured interbank overnight interest rate and reference rate established as an alternative to LIBOR.

At December 31, 2022, the Fund held the following restricted securities:

Security

Coupon

Maturity
Date

Acquisition
Dates

Cost

Fair Value

Fair Value
as a
Percentage of
Net Assets

Corporate Bonds and Notes

JPMorgan Chase & Co

0.77%

08/09/2025

08/03/2021

$2,000,000

$1,845,893

0.55%

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

Statement of Assets and Liabilities

As of December 31, 2022

	Empower Short Duration Bond Fund
ASSETS:
Investments in securities, fair value (including $13,690,866 of securities on loan)^(a)	$334,586,696
Repurchase agreements, fair value^(b)	13,615,480
Cash	1,321,145
Interest receivable	2,309,254
Subscriptions receivable	76,869
Total Assets	351,909,444
LIABILITIES:
Payable for director fees	8,131
Payable for investments purchased	1,348,125
Payable for other accrued fees	57,356
Payable for shareholder services fees	19,186
Payable to investment adviser	61,191
Payable upon return of securities loaned	14,094,480
Redemptions payable	1,306,377
Total Liabilities	16,894,846
NET ASSETS	$335,014,598
NET ASSETS REPRESENTED BY:
Capital stock, $0.10 par value	$3,557,852
Paid-in capital in excess of par	356,844,166
Undistributed/accumulated deficit	(25,387,420)
NET ASSETS	$335,014,598
NET ASSETS BY CLASS
Investor Class	$63,874,142
Institutional Class	$271,140,456
CAPITAL STOCK:
Authorized
Investor Class	40,000,000
Institutional Class	175,000,000
Issued and Outstanding
Investor Class	6,404,478
Institutional Class	29,174,043
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE:
Investor Class	$9.97
Institutional Class	$9.29
^(a) Cost of investments	$353,161,722
^(b) Cost of repurchase agreements	$13,615,480

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

Statement of Operations

For the fiscal year ended December 31, 2022

	Empower Short Duration Bond Fund
INVESTMENT INCOME:
Interest	$8,150,047
Income from securities lending	42,389
Total Income	8,192,436
EXPENSES:
Management fees	790,756
Shareholder services fees – Investor Class	211,602
Audit and tax fees	60,796
Custodian fees	19,408
Directors fees	34,044
Legal fees	10,169
Pricing fees	12,635
Registration fees	34,118
Shareholder report fees	144
Transfer agent fees	8,436
Other fees	18,894
Total Expenses	1,201,002
Less amount waived by investment adviser	130,390
Net Expenses	1,070,612
NET INVESTMENT INCOME	7,121,824
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized loss on investments	(5,086,900)
Net Realized Loss	(5,086,900)
Net change in unrealized depreciation on investments	(16,657,529)
Net Change in Unrealized Depreciation	(16,657,529)
Net Realized and Unrealized Loss	(21,744,429)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$(14,622,605)

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

Statement of Changes in Net Assets

For the fiscal years ended December 31, 2022 and December 31, 2021

Empower Short Duration Bond Fund	2022	2021
OPERATIONS:
Net investment income	$7,121,824	$4,911,132
Net realized gain (loss)	(5,086,900)	1,625,528
Net change in unrealized depreciation	(16,657,529)	(5,670,805)
Net Increase (Decrease) in Net Assets Resulting from Operations	(14,622,605)	865,855
DISTRIBUTIONS TO SHAREHOLDERS:
From return of capital
Investor Class	-	(19,656)
Institutional Class	-	(106,337)
From return of capital	0	(125,993)
From net investment income and net realized gains
Investor Class	(937,856)	(1,027,354)
Institutional Class	(5,829,620)	(8,061,305)
From net investment income and net realized gains	(6,767,476)	(9,088,659)
Total Distributions	(6,767,476)	(9,214,652)
CAPITAL SHARE TRANSACTIONS:
Shares sold
Investor Class	37,899,436	52,992,570
Institutional Class	44,665,932	79,246,681
Shares issued in reinvestment of distributions
Investor Class	937,856	1,047,010
Institutional Class	5,829,620	8,167,642
Shares redeemed
Investor Class	(30,144,201)	(43,209,537)
Institutional Class	(78,550,318)	(41,348,847)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	(19,361,675)	56,895,519
Total Increase (Decrease) in Net Assets	(40,751,756)	48,546,722
NET ASSETS:
Beginning of year	375,766,354	327,219,632
End of year	$335,014,598	$375,766,354
CAPITAL SHARE TRANSACTIONS - SHARES:
Shares sold
Investor Class	3,757,689	4,942,583
Institutional Class	4,736,495	7,852,887
Shares issued in reinvestment of distributions
Investor Class	93,978	98,356
Institutional Class	625,042	819,896
Shares redeemed
Investor Class	(2,987,386)	(4,036,040)
Institutional Class	(8,299,366)	(4,103,114)
Net Increase (Decrease)	(2,073,548)	5,574,568

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND 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 year	Net investment income^(a)	Net realized and unrealized gain (loss)	Total from investment operations	From return of capital	From net investment income	From net realized gains	Total Distributions	Net asset value, end of year	Total Return^(b)(c)
Investor Class
12/31/2022	$10.57	0.19	(0.64)	(0.45)	—	(0.15)	—	(0.15)	$ 9.97	(4.25%)
12/31/2021	$10.77	0.11	(0.11)	0.00	(0.00) ^(d)	(0.11)	(0.09)	(0.20)	$10.57	(0.03%)
12/31/2020	$10.52	0.18	0.30	0.48	—	(0.20)	(0.03)	(0.23)	$10.77	4.63%
12/31/2019	$10.19	0.27	0.28	0.55	(0.00) ^(d)	(0.22)	—	(0.22)	$10.52	5.40%
12/31/2018	$10.32	0.25	(0.19)	0.06	(0.00) ^(d)	(0.19)	—	(0.19)	$10.19	0.63%
Institutional Class
12/31/2022	$ 9.88	0.20	(0.59)	(0.39)	—	(0.20)	—	(0.20)	$ 9.29	(3.95%)
12/31/2021	$10.11	0.14	(0.10)	0.04	(0.00) ^(d)	(0.18)	(0.09)	(0.27)	$ 9.88	0.34%
12/31/2020	$ 9.94	0.21	0.27	0.48	—	(0.28)	(0.03)	(0.31)	$10.11	4.99%
12/31/2019	$ 9.67	0.29	0.27	0.56	(0.00) ^(d)	(0.29)	—	(0.29)	$ 9.94	5.83%
12/31/2018	$ 9.86	0.28	(0.19)	0.09	(0.00) ^(d)	(0.28)	—	(0.28)	$ 9.67	0.94%

	Net assets, end of year (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
12/31/2022	$ 63,874	0.68%	0.60%	1.84%	76%
12/31/2021	$ 58,567	0.66%	0.60%	1.06%	123%
12/31/2020	$ 48,834	0.67%	0.60%	1.73%	119%
12/31/2019	$ 47,582	0.67%	0.60%	2.58%	136%
12/31/2018	$ 44,228	0.67%	0.60%	2.49%	172%
Institutional Class
12/31/2022	$271,140	0.28%	0.25%	2.12%	76%
12/31/2021	$317,200	0.26%	0.25%	1.43%	123%
12/31/2020	$278,385	0.26%	0.25%	2.06%	119%
12/31/2019	$220,267	0.27%	0.25%	2.93%	136%
12/31/2018	$175,072	0.27%	0.25%	2.84%	172%

^(a)	Per share amounts are based upon average shares outstanding.
^(b)	Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, the return shown would have been lower.
^(c)	Total return shown net of expenses reimbursed and/or waived, if applicable. Without the expense reimbursement and/or waiver, the return shown would have been lower.
^(d)	Amount was less than $0.01 per share.
^(e)	Portfolio turnover is calculated at the Fund level.

See Notes to Financial Statements.

Annual Report - December 31, 2022

EMPOWER FUNDS, INC.

EMPOWER SHORT DURATION BOND FUND

Notes to Financial Statements

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Empower Funds, Inc. (Empower Funds), a Maryland corporation, was organized on December 7, 1981 and is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. Empower Funds presently consists of forty-five funds. Interests in the Empower Short Duration Bond Fund (the Fund) are included herein. The investment objective of the Fund is to seek maximum total return that is consistent with preservation of capital and liquidity. The Fund is diversified as defined in the 1940 Act. The Fund is 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.

The Fund offers two share classes, referred to as Investor Class and Institutional Class shares. All shares of the 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. The 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 Fund.

Security Valuation

The Board of Directors of the Fund has adopted policies and procedures for the valuation of the Fund’s securities and assets, and has appointed the Fair Value Pricing Committee of the investment adviser, Empower Capital Management, LLC (ECM or the Adviser), to complete valuation determinations under those policies and procedures. Effective September 8, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors approved the Adviser as the Fund’s valuation designee to make all fair value determinations with respect to the Fund’s investments, subject to oversight by the Board of Directors.

The 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 the 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.

Short term securities purchased with less than 60 days remaining until maturity and all U.S. Treasury Bills are valued on the basis of amortized cost, which has been determined to approximate fair value. Short term securities purchased with more than 60 days remaining until maturity are valued using pricing services, or in the event a price is not available from a pricing service, may be priced using other methodologies approved by the Board of Directors, including model pricing or pricing on the basis of quotations from brokers or dealers, and will continue to be priced until final maturity.

Fixed income investments, including bank loans, are valued using evaluated bid prices from approved pricing services when available and appropriate based on the conditions of the market. If a price cannot be located from either the primary or secondary sources, or if the market is determined to be illiquid or inactive, 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.

Annual Report - December 31, 2022

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.

Independent pricing services are approved by the Board of Directors and are utilized for all investment types when available. In some instances valuations from independent pricing services are not available or do not reflect events in the market between the time the market closed and the valuation time and therefore fair valuation procedures are implemented. The fair value for some securities may be obtained from pricing services or other pricing sources. The inputs used by the pricing services are reviewed quarterly or when the pricing vendor issues updates to its pricing methodologies. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data. Developments that might trigger fair value pricing could be natural disasters, government actions or fluctuations in domestic and foreign markets.

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
Asset-Backed Securities	Benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Inputs may also include new issue data, collateral performance, and monthly payment information.
Bank Loans	Broker quotes, Loan Syndications and Trading Association daily marks, loan analytics and market news.
Corporate Bonds and Notes	Benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Inputs also may include observations of equity and credit default swap curves related to issuer.
Mortgage-Backed Securities	Benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Inputs may also include new issue data, collateral performance, TBA prices, monthly payment information and third party real estate analysis.
U.S. Treasury Bonds and Notes	Benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications.
Government Money Market Mutual Funds	Net asset value of underlying mutual fund.
Short Term Investments	Maturity date, credit quality and interest rates.

The Fund classifies its valuations into three levels based upon the observability of inputs to the valuation of the Fund’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Unadjusted quoted prices for identical securities in active markets.

Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.

Level 3 – Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the Fund’s own assumptions and would be based on the best information available under the circumstances.

As of December 31, 2022, all of the Fund’s investments are valued using Level 2 inputs, except for the Government Money Market Mutual Funds, which are valued using Level 1 inputs. More information regarding the sector classifications, as applicable, are included in the Schedule of Investments.

Annual Report - December 31, 2022

Restricted Securities

Investments in securities include issues that are restricted. A restricted security may have contractual restrictions on resale and is valued under methods approved by the Board of Directors reflecting fair value. Restricted securities are marked with an applicable footnote on the Schedule of Investments and are reported in a table following the Schedule of Investments.

Repurchase Agreements

The Fund may engage in repurchase agreement transactions with institutions that the Fund’s investment adviser has determined are creditworthy. The Fund will purchase securities at a specified price with an agreement to sell the securities to the same counterparty at a specified time, price and interest rate. The Fund’s custodian and/or securities lending agent receives delivery of the underlying securities collateralizing a repurchase agreement. Collateral is at least equal to the value of the repurchase obligation including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon a Fund’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights.

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. Interest income, including amortization of discounts and premiums, is recorded daily.

Federal Income Taxes and Distributions to Shareholders

The Fund intends to comply with provisions under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the 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 the Fund, if any, are declared and paid quarterly. Capital gain distributions of the Fund, if any, are declared and paid at least annually. Distributions are reinvested in additional shares of the 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.

The tax character of distributions paid during the years ended December 31, 2022 and 2021 were as follows:

	2022	2021
Ordinary income	$6,767,476	$5,862,385
Long-term capital gain	-	3,226,274
Return of capital	-	125,993
	$6,767,476	$9,214,652

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 and market discount adjustments.

Annual Report - December 31, 2022

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation for federal income tax purposes. At December 31, 2022, the components of distributable earnings on a tax basis were as follows:

Undistributed net investment income	$205,319
Undistributed long-term capital gains	—
Capital loss carryforwards	(4,519,004)
Post-October losses	(2,458,598)
Net unrealized depreciation	(18,615,137)
Tax composition of capital	$(25,387,420)

At December 31, 2022, the Fund had capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. During the year ended December 31, 2022, the Fund did not utilize any capital loss carryforwards. Details of the capital loss carryforwards as of December 31, 2022, were as follows:

No Expiration	$(4,519,004)
Total	(4,519,004)

The Fund has elected to defer to the next fiscal year the following Post-October losses:

Post-October Ordinary Losses		Post-October Capital Losses
$—		$(2,458,598)

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation for federal income tax purposes as of December 31, 2022 were as follows:

Federal tax cost of investments	$366,817,313
Gross unrealized appreciation on investments	408,763
Gross unrealized depreciation on investments	(19,023,900)
Net unrealized depreciation on investments	$(18,615,137)

2. 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, the Adviser receives monthly compensation at the annual rate of 0.23% of the Fund’s average daily net assets. Certain administration and accounting services fees for the Fund are included in the investment advisory agreement.

The Adviser contractually agreed to waive fees or reimburse expenses that exceed an annual rate of 0.25% of the Fund's average daily net assets attributable to each Class, including management fees and expenses paid directly by the Fund, excluding shareholder services fees and certain extraordinary expenses (the "Expense Limit"). The agreement's current term ends on April 30, 2023 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.

The Adviser is permitted upon approval by the Board of Directors to recoup amounts waived or reimbursed by the Fund in future periods, not exceeding three years following the particular waiver/reimbursement, provided the total annual operating expenses of each Class of the 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. At December 31, 2022, the amounts subject to recoupment were as follows:

Expires December 31, 2023		Expires December 31, 2024		Expires December 31, 2025		Recoupment of Past Reimbursed Fees by the Adviser
$73,666		$64,608		$130,390		$0

Annual Report - December 31, 2022

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 the 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 the 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-five funds for which they serve as directors was $1,258,500 for the fiscal year ended December 31, 2022.

3. PURCHASES AND SALES OF INVESTMENTS

For the year ended December 31, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding all U.S. Government securities and short-term securities) were $205,276,918 and $224,248,260, respectively. For the same period, the aggregate cost of purchases and proceeds from sales of long-term U.S. Government securities were $56,534,457 and $53,736,295, respectively.

4. SECURITIES LOANED

The Fund has entered into a securities lending agreement with its custodian as securities lending agent. Under the terms of the agreement the 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 the 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 the Fund and necessary collateral adjustments are made between the Fund and its counterparties on the next business day through the delivery or receipt of additional collateral. The Fund also continues to receive interest or dividends on the securities loaned. Cash collateral is invested in securities approved by the Board of Directors. The 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. As of December 31, 2022, the Fund had securities on loan valued at $13,690,866 and received collateral as reported on the Statement of Assets and Liabilities of $14,094,480 for such loan which was invested in Repurchase Agreements collateralized by U.S. Government or U.S. Government Agency securities and Government Money Market Mutual Funds. The Repurchase Agreements can be jointly purchased with other lending agent clients and in the event of a default by the counterparty, all lending agent clients would share ratably in the collateral.

Under the securities lending agreement, the collateral pledged is, by definition, the securities loaned against the cash borrowed. At December 31, 2022, the class of securities loaned consisted entirely of corporate bonds and notes. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous. Additional information regarding the Fund's securities on loan is included in the Schedule of Investments.

5. INDEMNIFICATIONS

The Fund’s 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 Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The 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.

6. SUBSEQUENT EVENTS

Management has reviewed all events subsequent to December 31, 2022, 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.

Annual Report - December 31, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Empower Funds, Inc.

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Empower Short Duration Bond Fund (the “Fund”), one of the funds of Empower Funds, Inc., as of December 31, 2022, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian, agent banks and brokers; when replies were not received from agent banks or brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Denver, Colorado

February 23, 2023

We have served as the auditor of one or more Empower investment companies since 1982.

Fund Directors and Officers

Empower Funds is organized under Maryland law, and is governed by the Board of Directors. The following table provides information about each of the Directors and executive officers of Empower Funds.

Independent Directors*
Name, Address, and Age	Positions(s) Held with Empower Funds	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Gail H. Klapper 8515 East Orchard Road, Greenwood Village, CO 80111 79	Chair & Independent Director	Since 2016 (as Chair) Since 2007 (as Independent Director)	Managing Attorney, Klapper Law Firm; Member/Director, The Colorado Forum; Director, Gold, Inc; Member, Colorado State Fair Board Authority; Manager, 6K Ranch, LLC; and former Director, Guaranty Bancorp	45	N/A
James A. Hillary*** 8515 East Orchard Road, Greenwood Village, CO 80111 59	Independent Director	Since 2017	Principal and Founding Partner, Fios Capital, LLC; Member, Fios Partners LLC, Fios Holdings LLC; Sole Member, Fios Companies LLC, Resolute Capital Asset Partners LLC; Manager, Applejack Holdings, LLC; and Manager and Member, Prestige Land Holdings, LLC	45	N/A
R. Timothy Hudner**** 8515 East Orchard Road, Greenwood Village, CO 80111 63	Independent Director	Since 2017	Director, Colorado State Housing Board; and former Director, Grand Junction Housing Authority; Counseling and Education Center	45	N/A
Steven A. Lake 8515 East Orchard Road, Greenwood Village, CO 80111 68	Independent Director	Since 2017	Managing Member, Lake Advisors, LLC; Member, Gart Capital Partners, LLC; and Executive Member, Sage Enterprise Holdings, LLC	45	N/A

Independent Directors*
Name, Address, and Age	Positions(s) Held with Empower Funds	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Stephen G. McConahey 8515 East Orchard Road, Greenwood Village, CO 80111 79	Independent Director & Audit Committee Chair	Since 2011 (as Independent Director) Since 2015 (as Audit Committee Chair)	Chairman, SGM Capital, LLC; Partner, Iron Gate Capital, LLC; Director, The IMA Financial Group, Inc.; and former Director, Guaranty Bancorp	45	N/A
Interested Director*****
Name, Address, and Age	Positions(s) Held with Empower Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
Jonathan D. Kreider 8515 East Orchard Road, Greenwood Village, CO 80111 39	Director, President & Chief Executive Officer	Since 2020	Senior Vice President & Head of Empower Investments, Empower, Empower of America and Empower Life & Annuity Insurance Company of New York (“Empower of NY”); President, Chief Executive Officer & Manager, ECM; formerly, Vice President, Empower Funds Investment Products and Empower Advisory Group, LLC (“EAG”)	45	N/A

Officers
Name, Address, and Age	Positions(s) Held with Empower Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Fund in Fund Complex Overseen by Director	Other Directorships Held by Director
Jonathan D. Kreider 8515 East Orchard Road, Greenwood Village, CO 80111 39	Director, President & Chief Executive Officer	Since 2020	Senior Vice President & Head of Empower Investments, Empower, Empower of America and Empower of NY; President, Chief Executive Officer & Manager, ECM; formerly, Vice President, Empower Funds Investment Products and Empower Advisory Group, LLC (“EAG”)	45	N/A
Katherine Stoner 8515 East Orchard Road, Greenwood Village, CO 80111 66	Chief Compliance Officer	Since 2016	Head of Compliance, Empower Investments, Empower; Chief Compliance Officer, ECM and EAG	N/A	N/A

Officers
Name, Address, and Age	Positions(s) Held with Empower Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Fund in Fund Complex Overseen by Director	Other Directorships Held by Director
Ryan L. Logsdon 8515 East Orchard Road, Greenwood Village, CO 80111 48	Chief Legal Officer & Secretary	Since 2010 (as Secretary) Since 2021 (as Chief Legal Officer)	Deputy General Counsel, Empower; Vice President and Counsel, ECM; Secretary, Empower of America; Corporate Secretary, Empower of NY; formerly, Vice President & Counsel, Empower Funds; Vice President, Counsel & Secretary, EAG & EFSI	N/A	N/A
Kelly B. New 8515 East Orchard Road, Greenwood Village, CO 80111 47	Treasurer	Since 2016 (Assistant Treasurer) Since 2021 (as Treasurer)	Vice President, Fund Administration, Empower; Treasurer, ECM; Vice President & Treasurer, Empower Trust Company, LLC (“ETC”); formerly, Assistant Treasurer Empower Funds & ETC	N/A	N/A
John A. Clouthier 8515 East Orchard Road, Greenwood Village, CO 80111 55	Assistant Treasurer	Since 2007	Assistant Vice President, Investment Administration, Empower; Assistant Treasurer, ECM; Assistant Vice President and Assistant Treasurer, ETC	N/A	N/A
Abhijit Dande 8515 East Orchard Road, Greenwood Village, CO 80111 42	Derivatives Risk Manager	Since 2022	Assistant Vice President, Financial Risk Management, Empower; Derivatives Risk Manager, ECM	N/A	N/A

* A Director who is not an “interested person” of Empower Funds (as defined in Section 2(a)(19) of the 1940 Act, as amended) is referred to as an “Independent Director.”

** Each Director serves until the next shareholders’ meeting (and until the election and qualification of a successor), or until death, resignation, removal or retirement which takes effect no later than May 1 following his or her 75th birthday unless otherwise determined by the remaining directors. The remaining Independent Directors determined that Ms. Klapper and Mr. McConahey should continue on the Board until at least May 1, 2024. Officers are elected by the Board on an annual basis to serve until their successors have been elected and qualified.

*** Mr. Hillary is the sole member of Resolute Capital Asset Partners LLC, which is the general partner for Resolute Capital Asset Partners Fund I LP. Goldman Sachs & Co. LLC, the clearing agent and custodian for Resolute Capital Asset Partners Fund I LP, is the parent company of Goldman Sachs Asset Management, LP, the Sub-Adviser of the Empower Core Strategies: Inflation-Protected

Securities, Empower Inflation-Protected Securities and Empower Mid Cap Value Funds; and a Sub-Adviser of the Empower Core Bond Fund. Mr. Hillary has personal banking accounts with an affiliate of J.P. Morgan Investment Management Inc., a Sub-Adviser of the Empower Core Strategies: U.S. Equity, Empower International Growth and Empower Large Cap Growth Funds. Mr. Hillary receives no special treatment due to the relationship.

**** Mr. Hudner’s daughter is employed by JP Morgan Chase, N.A., an affiliate of J.P. Morgan Investment Management Inc., a Sub-Adviser of the Empower Core Strategies: U.S. Equity, Empower International Growth and Empower Large Cap Growth Funds. Mr. Hudner has personal investments in the following: (1) a mutual fund advised by Massachusetts Financial Services Company, a Sub-Adviser of the Empower International Value Fund, (2) a mutual fund advised by Virtus Investment Advisers, Inc., an affiliate of Virtus Fixed Income Advisers, LLC, a Sub-Adviser of the Empower Multi-Sector Bond Fund, and (3) a mutual fund advised by Lazard Asset Management LLC, a Sub-Adviser of the Empower Emerging Markets Equity Fund. Mr. Hudner receives no special treatment due to his ownership of such mutual funds.

***** An “Interested Director” refers to a Director who is an “interested person” of Empower Funds (as defined in Section 2(a)(19) of the 1940 Act, as amended) by virtue of their affiliation with ECM.

There are no arrangements or understandings between any Director or officer and any other person(s) pursuant to which s/he was elected as Director or officer.

Additional information about Empower Funds and its Directors is available in the Empower Funds’ Statement of Additional Information (“SAI”), which can be obtained free of charge upon request to: Secretary, Empower Funds, Inc., 8525 East Orchard Road, Greenwood Village, Colorado 80111; (866) 831-7129. The SAI is also available on the Fund’s web site at https://www.greatwestinvestments.com.

Availability of Quarterly Portfolio Schedule

Empower Funds files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit on Form N-PORT. Empower Funds’ Forms N-PORT are available on the Commission’s website at http://www.sec.gov.

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 of the Securities and Exchange Commission’s website at http://www.sec.gov.

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 Securities and Exchange Commission’s website at http://www.sec.gov.

ITEM 2. CODE OF ETHICS.

(a) As of the end of the period covered by this report, the registrant has adopted a Code of Ethics (the “Code of Ethics”) that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b) For purposes of this Item, "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(d) During the period covered by this report, the registrant has not granted any express or implicit waivers from the provisions of the Code of Ethics.

(e) Registrant’s Code of Ethics is attached hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Mr. Stephen A. Lake is the audit committee financial expert and is "independent," pursuant to general instructions on Form N-CSR, Item 3.

An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Directors.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were: $996,300 for fiscal year 2021 and $1,031,500 for fiscal year 2022.

(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were: $40,000 for fiscal year 2021 and $42,000 for fiscal year 2022. The nature of the services comprising the fees disclosed under this category involved performance of 17f-2 (self-custody) audits and administrative services related to the audit.

(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were: $0 for fiscal year 2021 and $0 for fiscal year 2022.

(d) All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs ((a) through (c) of this Item).

(e) (1) Audit Committee’s Pre-Approval Policies and Procedures.

Pre-Approval of Audit Services. The Audit Committee must approve prior to retention all audit, review or attest engagements required under the securities laws that are provided to Empower Funds by its independent auditors. The Audit Committee will not grant such approval to any auditors that are proposed to perform an audit for Empower Funds if a chief executive officer, controller, chief financial officer, chief accounting officer or any person serving in an equivalent position for Empower Funds that is responsible for the financial reporting or operations of Empower Funds was employed by those auditors and participated in any capacity in an audit of Empower Funds during the year period (or such other period proscribed under SEC rules) preceding the date of initiation of such audit.

Pre-Approval of Non-Audit Services. The Audit Committee must pre-approve any non-audit services, including tax services, to be provided to Empower Funds by its independent auditors (except those within applicable de minimis statutory or regulatory exceptions)¹ provided that Empower Funds’ auditors will not provide the following non-audit services to Empower Funds: (a) bookkeeping or other services related to the accounting records or financial statements of Empower Funds; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker-dealer, investment adviser, or investment banking services; (h) legal services; (i) expert services unrelated to the audit; and (j) any other service that the

¹No pre-approval is required as to non-audit services provided to Empower Funds if: (a) the aggregate amount of all non-audit services provided to Empower Funds constitute not more than 5% of the total amount of revenues paid by Empower Funds to the independent auditors during the fiscal year in which the services are provided; (b) these services were not recognized by Empower Funds at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit.

Public Company Accounting Oversight Board determines, by regulation, is impermissible. ²

Pre-approval with respect to Non-Empower Funds Entities. The Audit Committee must pre-approve any non-audit services that relate directly to the operations and financial reporting of Empower Funds (except those within applicable de minimis statutory or regulatory exceptions)³ to be provided by Empower Funds’ auditors to (a) Empower Funds’ investment adviser; and (b) any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to Empower Funds.⁴ The Audit Committee may approve audit and non-audit services on a case-by-case basis or adopt pre-approval policies and procedures that are detailed as to a particular service, provided that the Audit Committee is informed promptly of each service, or use a combination of these approaches.

Delegation. The Audit Committee may delegate pre-approval authority to one or more of the Audit Committee's members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

(f) (2) 100% of the services described pursuant to paragraphs (b) through (d) of this Item 4 of Form N-CSR were approved by the Audit Committee, and no such services were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(g) Not Applicable.

(h) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for fiscal year 2021 equaled $2,255,405 and for fiscal year 2022 equaled $1,022,840.

(i) The registrant’s Audit Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by

²With respect to the prohibitions on (a) bookkeeping; (b) financial information systems design and implementation; (c) appraisal, valuation, fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e) internal audit outsourcing, such services are permitted to be provided if it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client's financial statements.

³For non-audit services provided to the adviser and entities in a control relationship with the adviser, no pre-approval is required if: (a) the aggregate amount of all non-audit services provided constitute not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the services are provided to Empower Funds, Empower Funds’ investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to Empower Funds; (b) these services were not recognized by Empower Funds at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit.

⁴No pre-approval is required by the Audit Committee as to non-audit services provided to any Empower Funds sub-adviser that primarily provides portfolio management services and is under the direction of another investment adviser and is not affiliated with Empower Funds’ primary investment adviser.

another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

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 1 of this Form.

(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. 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.

ITEM 11. 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.