UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
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)
(Address of principal executive offices)
Jonathan D. Kreider
President & Chief Executive Officer
Empower Funds, Inc.
Empower Funds, Inc.
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: December 31, 2023
Item 1. REPORTS TO STOCKHOLDERS
EMPOWER FUNDS, INC.
Empower Small Cap Funds (Institutional Class, Investor Class and Class L)
Annual Report
December 31, 2023
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 S&P Small Cap 600® Index Fund
Management Discussion
The Fund’s sub-adviser is Irish Life Investment Managers Limited (“ILIM”)
Fund Performance
For the twelve-month period ended December 31, 2023, the Fund (Investor Class shares) returned 15.47%, relative to a 16.05% return for the S&P SmallCap 600® Index, the Fund’s benchmark index.
ILIM Commentary
Small cap companies underperformed the broader market in 2023 as these companies are seen as more sensitive than large caps to interest rates, which rose for most of the period. This outweighed upward revisions to gross domestic product growth forecasts. The significant outperformance of large cap stocks, particularly among the “Magnificent Seven” stocks (Apple, Amazon, Alphabet, Meta, Microsoft, Nvidia and Tesla) linked to the artificial intelligence theme, also contributed to the underperformance of small caps during the year. Small cap stocks were supported towards the end of 2023 by expected monetary easing in 2024 and attractive valuations compared to large cap stocks versus history.
In 2023, U.S. small cap stocks were buoyed by resilient economic activity as well as falling inflation and, towards the end of the year, expectations that the Federal Reserve (the “Fed”) would ease policy in early 2024. Strong U.S. activity in January led to a rally, but this gave way to concerns over further monetary tightening from the Fed in February before the banking crises in March. The collapse of Silicon Valley Bank in the U.S. raised concerns of contagion in the global banking sector, and this spread to Credit Suisse, which was taken over by UBS later in the month. The silver lining was the swift and decisive actions of the authorities, with deposit guarantees and funding schemes launched to shore up confidence in the banking system. This sent a signal to investors that regulators and central banks were willing to aid the sector in times of distress.
Subsequent economic data proved resilient in spite of severe headwinds, including significant tightening - the Fed has raised its key rate at the fastest pace in 40 years, by 525 basis points to a range of 5.25-5.50%. The Fed also emphasized for most of 2023 that the rate would need to remain ‘higher for longer’ to get inflation down to the 2% target. However, having paused its hiking cycle amid a drop in inflation, the Fed suggested at its December meeting that rate cuts would be forthcoming in early 2024 which helped support small cap equities towards the end of 2023.
The views and opinions in this report were current as of December 31, 2023 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 Class L and 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, 2023 (unaudited)
One Year | Five Year | Ten Year / Since Inception(a) | |
Institutional Class | 15.70% | 10.85% | 8.97% |
Investor Class | 15.47% | 10.49% | 8.09% |
Class L | 15.07% | 10.22% | 7.83% |
(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.
Empower Small Cap Growth Fund
Management Discussion
The Fund’s sub-advisers are Lord Abbett & Co. LLC (“Lord Abbett”) and Peregrine Capital Management, Inc. (“Peregrine”)
Fund Performance
For the twelve-month period ended December 31, 2023, the Fund (Investor Class shares) returned 15.76%, relative to an 18.66% return for the Russell 2000® Growth Index, the Fund’s benchmark index.
Lord Abbett Commentary
Markets had to endure through a number of countervailing forces over the trailing twelve months, leading to periods of volatility and a wide dispersion of returns. On the positive side, market expectations of a soft landing in the U.S. economy were backed by falling inflation data, a tight labor market, a resilient consumer, and optimism regarding the potential impacts of artificial intelligence. While there were concerns corporate earnings could deteriorate, aggregate earnings results were better than expected as cost-cutting measures, strength in services sectors, and supply chain improvements generally benefitted companies.
Amid these positive trends, investors had concerns about aggressive Federal Reserve (the “Fed”) monetary policy and fear of a potential policy mistake leading to a recession. Investor sentiment was also negatively impacted by several factors, including narrow market breadth, an underwhelming China recovery from the Covid-19 pandemic, geopolitical tensions, and rising energy prices. Markets also had to grapple with the ripple effects of the turmoil in the banking sector, which led to regulatory shutdowns and interventions by the Fed, FDIC, and U.S. Treasury. Against this backdrop, U.S. equities delivered positive returns over the period. However, performance was primarily driven by a handful of large cap names, and there was a great deal of dispersion below the surface.
For the Lord Abbett sub-advised portion of the Fund, security selection within the healthcare and consumer discretionary sectors detracted from relative performance over the period. Conversely, security selection within the consumer staples and information technology sectors contributed to relative performance during the period.
Peregrine Commentary2023 performance for the Peregrine sub-advised portion of the Fund was driven by positive active returns in nine of the eleven sectors, led by strong stock selection within industrials, technology, materials, and consumer staples. This was partially offset by underperformance within healthcare and consumer discretionary. For the fourth quarter, the portfolio underperformed the benchmark index, largely driven by the strong laggards rally concentrated in December. The majority of the fourth quarter underperformance was driven by healthcare, specifically an underweight in biopharma and pharmaceuticals. These names were among the strongest to recover, returning more than twice that of the overall benchmark index. A similar dynamic impacted consumer discretionary, where in-benchmark names underperformed meaningfully through the October lows but recovered quickly in the short covering rally. These headwinds were partly offset by strong stock selection within consumer staples and information technology, along with a relative underweight in energy.
The views and opinions in this report were current as of December 31, 2023 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.
*For the period from September 10, 2015 (inception) through December 31, 2015.
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, 2023 (unaudited)
One Year | Five Year | Since Inception(a)(b) | |
Institutional Class | 16.11% | 11.75% | 9.18% |
Investor Class | 15.76% | 11.36% | 8.80% |
(a) Institutional Class inception date was September 10, 2015. |
(b) Investor Class inception date was September 10, 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.
Empower Small Cap Value Fund
Management Discussion
The Fund’s sub-advisers are Hotchkis & Wiley Capital Management, LLC (“Hotchkis & Wiley”) and Loomis, Sayles, & Company, L.P. (“Loomis Sayles”)
Fund Performance
For the twelve-month period ended December 31, 2023, the Fund (Investor Class shares) returned 17.81%, relative to a 14.65% return for the Russell 2000® Value Index, the Fund’s benchmark index.
Hotchkis & Wiley Commentary
Throughout much of 2023, small cap stocks trailed behind their larger counterparts before narrowing the gap in the year’s final months. Over the last two years, the fear of an economic recession sparked by the Federal Reserve’s efforts to tame rising inflation cast a cloud over small cap stocks. Adding to economic uncertainty, a regional banking crisis in early 2023 further weighed on investors, affecting the small cap equity market disproportionately. Meanwhile, the valuation gap between growth funds and value funds widened significantly. The large valuation gap was based on small growth stocks at historically rich valuations, while small value stocks were at slight discounts to their long-term average valuation.
For the Hotchkis & Wiley sub-advised portion of the Fund, the underweight in healthcare and stock selection in consumer discretionary were the largest positive contributors to relative performance. Stock selection in financials and the overweight in technology also helped relative performance, along with the overweight in industrials. Stock selection in materials, healthcare, industrials, and energy detracted from relative performance in the year.
Loomis Sayles Commentary
The U.S. equity market overcame a number of potential headwinds to post a robust total return in 2023. The interest rate outlook was a key driver of volatility throughout the year, as the Federal Reserve (the “Fed”) continued to raise rates to combat inflation. This issue became more prominent in late summer and early autumn, when rising energy prices fueled concerns that persistent inflation could compel the Fed to keep rates “higher for longer.” The backdrop changed considerably in the fourth quarter, however, thanks to a series of cooler-than-expected inflation reports. In addition, Fed Chairman Jerome Powell surprised the markets in December by indicating that the central bank was likely finished raising rates and possibly on track to begin enacting rate cuts in 2024. Not least, it appeared that gross domestic product growth would remain in positive territory and allow the Fed to achieve the ideal outcome of a “soft landing” for the economy. Stocks surged in response, bringing most major large-cap indexes to near all-time highs by year-end. The late year rally was broad-based, with strong participation from market segments - including the value style, small caps, and mid-caps - that had underperformed for most of 2023. Despite this shift, larger cap and growth stocks were the key source of market leadership over the full year. Mega-cap technology-related companies produced particularly impressive gains that were fueled, in part, by excitement about the long-term prospects for artificial intelligence.
Within the small cap market segment, overall returns for the year were strong but were not without volatility. For the balance of the year, and particularly within the third quarter, investors took a more defensive posture and “risk-off” leadership drove returns in the small cap market. To close the year, the
market had a strong reversal in leadership and reflected a pivot to a “risk-on” market led by lower quality stocks. In spite of the different tone of the market over the final few months of the year, quality was a successful theme for the year in total, as higher returning business models with greater revenue and earnings visibility outperformed more speculative and money losing segments.
Two key factors accounted for the Loomis Sayles sub-advised portion of the Fund’s performance in 2023: (1) higher quality stocks generally outperformed lower quality stocks within the benchmark index for the year; and (2) successful portfolio changes over recent quarters that provided meaningful support to returns. From a sector and stock selection standpoint an overweight to the industrials and information technology sectors and underweights to utilities and financials were beneficial to relative return. Stock selection was strong overall with particular strength within the consumer staples, energy, information technology and communication services. Offsetting these positives was an underweight to the consumer discretionary sector, an overweight to healthcare and lagging stock selection in the industrials and consumer discretionary sectors.
The views and opinions in this report were current as of December 31, 2023 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, 2023 (unaudited)
One Year | Five Year | Ten Year / Since Inception(a) | |
Institutional Class | 18.19% | 12.65% | 8.26% |
Investor Class | 17.81% | 12.25% | 7.64% |
(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 Sector as of December 31, 2023 (unaudited)
Empower S&P Small Cap 600® Index Fund
Sector | Percentage of Fund Investments |
Financial | 24.62% |
Consumer, Non-cyclical | 17.29 |
Industrial | 16.83 |
Consumer, Cyclical | 16.44 |
Technology | 7.54 |
Energy | 5.13 |
Basic Materials | 3.87 |
Communications | 3.62 |
Utilities | 1.95 |
Short Term Investments | 2.71 |
Total | 100.00% |
Empower Small Cap Growth Fund
Sector | Percentage of Fund Investments |
Consumer, Non-cyclical | 33.41% |
Technology | 24.49 |
Industrial | 14.06 |
Consumer, Cyclical | 10.50 |
Financial | 8.83 |
Basic Materials | 3.10 |
Communications | 2.09 |
Energy | 1.19 |
Short Term Investments | 2.33 |
Total | 100.00% |
Empower Small Cap Value Fund
Sector | Percentage of Fund Investments |
Financial | 25.66% |
Industrial | 20.72 |
Consumer, Non-cyclical | 18.17 |
Consumer, Cyclical | 11.00 |
Energy | 10.20 |
Technology | 5.39 |
Basic Materials | 3.47 |
Utilities | 2.37 |
Communications | 1.69 |
Short Term Investments | 1.33 |
Total | 100.00% |
Shareholder Expense Example (unaudited)
As a shareholder of a 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 a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
Each Fund Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2023 to December 31, 2023).
Actual Expenses
The first row of each Fund's 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 each Fund's table below provides information about hypothetical account values and hypothetical expenses based on such 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 each 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 each Fund's table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second row of each Fund's 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.
Empower S&P Small Cap 600® Index Fund | Beginning Account Value | Ending Account Value | Expenses Paid During Period* | ||
(07/01/23) | (12/31/23) | (07/01/23 – 12/31/23) | |||
Institutional Class | |||||
Actual | $1,000.00 | $1,091.85 | $1.11 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,024.15 | $1.07 | ||
Investor Class | |||||
Actual | $1,000.00 | $1,091.80 | $2.95 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,022.38 | $2.85 | ||
Class L | |||||
Actual | $1,000.00 | $1,090.14 | $4.27 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,021.12 | $4.13 |
* Expenses are equal to the Fund's annualized expense ratio of 0.21% for the Institutional Class, 0.56% for the Investor Class and 0.81% for the Class L 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 Small Cap Growth Fund | Beginning Account Value | Ending Account Value | Expenses Paid During Period* | ||
(07/01/23) | (12/31/23) | (07/01/23 – 12/31/23) | |||
Institutional Class | |||||
Actual | $1,000.00 | $1,034.38 | $4.31 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,020.97 | $4.28 | ||
Investor Class | |||||
Actual | $1,000.00 | $1,033.37 | $6.10 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,019.21 | $6.06 |
* Expenses are equal to the Fund's annualized expense ratio of 0.84% for the Institutional Class shares and 1.19% 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 Small Cap Value Fund | Beginning Account Value | Ending Account Value | Expenses Paid During Period* | ||
(07/01/23) | (12/31/23) | (07/01/23 – 12/31/23) | |||
Institutional Class | |||||
Actual | $1,000.00 | $1,101.69 | $3.92 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,021.48 | $3.77 | ||
Investor Class | |||||
Actual | $1,000.00 | $1,099.89 | $5.77 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,019.71 | $5.55 |
* Expenses are equal to the Fund's annualized expense ratio of 0.74% for the Institutional Class shares and 1.09% 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 S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
COMMON STOCK | ||
Basic Materials — 3.91% | ||
19,399 | AdvanSix Inc | $ 581,194 |
91,690 | ATI Inc(a) | 4,169,144 |
23,209 | Balchem Corp | 3,452,339 |
35,598 | Carpenter Technology Corp | 2,520,338 |
37,981 | Century Aluminum Co(a) | 461,089 |
24,965 | Compass Minerals International Inc | 632,114 |
13,938 | Hawkins Inc | 981,514 |
8,538 | Haynes International Inc | 487,093 |
38,775 | HB Fuller Co | 3,156,673 |
23,188 | Ingevity Corp(a) | 1,094,937 |
17,472 | Innospec Inc | 2,153,249 |
11,702 | Kaiser Aluminum Corp | 833,066 |
14,438 | Koppers Holdings Inc | 739,514 |
38,362 | Mativ Holdings Inc | 587,322 |
34,029 | Mercer International Inc | 322,595 |
23,419 | Minerals Technologies Inc | 1,670,009 |
10,054 | Quaker Chemical Corp | 2,145,725 |
12,077 | Rogers Corp(a) | 1,595,010 |
29,526 | Sensient Technologies Corp | 1,948,716 |
15,042 | Stepan Co | 1,422,221 |
25,410 | Sylvamo Corp | 1,247,885 |
20,232 | Worthington Steel Inc(a) | 568,519 |
32,770,266 | ||
Communications — 3.65% | ||
48,887 | A10 Networks Inc | 643,842 |
52,886 | ADTRAN Holdings Inc | 388,183 |
23,364 | AMC Networks Inc Class A(a) | 439,010 |
7,883 | ATN International Inc | 307,200 |
61,958 | Cargurus Inc(a) | 1,496,905 |
42,821 | Cars.com Inc(a) | 812,314 |
30,605 | Cogent Communications Holdings Inc | 2,327,816 |
59,451 | Consolidated Communications Holdings Inc(a) | 258,612 |
169,949 | DISH Network Corp Class A(a) | 980,606 |
19,531 | ePlus Inc(a) | 1,559,355 |
45,292 | EW Scripps Co Class A(a) | 361,883 |
93,270 | Extreme Networks Inc(a) | 1,645,283 |
43,092 | Gogo Inc(a) | 436,522 |
76,791 | Harmonic Inc(a) | 1,001,355 |
17,876 | HealthStream Inc | 483,188 |
18,082 | InterDigital Inc | 1,962,620 |
16,756 | Liquidity Services Inc(a) | 288,371 |
719,673 | Lumen Technologies Inc(a) | 1,317,002 |
25,245 | Perficient Inc(a) | 1,661,626 |
39,889 | QuinStreet Inc(a) | 511,377 |
18,372 | Scholastic Corp | 692,624 |
36,188 | Shenandoah Telecommunications Co | 782,385 |
16,573 | Shutterstock Inc | 800,144 |
18,871 | TechTarget Inc(a) | 657,843 |
69,643 | Telephone & Data Systems Inc | 1,277,949 |
22,925 | Thryv Holdings Inc(a) | 466,524 |
76,967 | TripAdvisor Inc(a) | 1,657,099 |
52,122 | Viasat Inc(a)(b) | 1,456,810 |
Shares | Fair Value | |
Communications — (continued) | ||
161,275 | Viavi Solutions Inc(a) | $ 1,624,039 |
48,387 | Yelp Inc(a) | 2,290,641 |
30,589,128 | ||
Consumer, Cyclical — 16.59% | ||
35,524 | Abercrombie & Fitch Co Class A(a) | 3,133,927 |
52,883 | Academy Sports & Outdoors Inc | 3,490,278 |
42,168 | Advance Auto Parts Inc | 2,573,513 |
92,032 | Alaska Air Group Inc(a) | 3,595,690 |
10,698 | Allegiant Travel Co | 883,762 |
86,540 | American Axle & Manufacturing Holdings Inc(a) | 762,417 |
132,199 | American Eagle Outfitters Inc | 2,797,331 |
4,543 | America's Car-Mart Inc(a) | 344,223 |
14,858 | Asbury Automotive Group Inc(a) | 3,342,604 |
15,257 | BJ's Restaurants Inc(a) | 549,405 |
63,173 | Bloomin' Brands Inc | 1,778,320 |
21,698 | Boot Barn Holdings Inc(a) | 1,665,538 |
31,878 | Brinker International Inc(a) | 1,376,492 |
21,151 | Buckle Inc | 1,005,095 |
24,943 | Caleres Inc | 766,498 |
5,537 | Cavco Industries Inc(a) | 1,919,235 |
20,352 | Century Communities Inc | 1,854,881 |
33,550 | Cheesecake Factory Inc | 1,174,585 |
93,060 | Chico's FAS Inc(a) | 705,395 |
13,437 | Chuy's Holdings Inc(a) | 513,696 |
77,580 | Cinemark Holdings Inc(a)(b) | 1,093,102 |
15,975 | Cracker Barrel Old Country Store Inc(b) | 1,231,353 |
90,952 | Dana Inc | 1,328,809 |
23,908 | Dave & Buster's Entertainment Inc(a) | 1,287,446 |
29,353 | Designer Brands Inc Class A | 259,774 |
11,478 | Dine Brands Global Inc | 569,883 |
20,536 | Dorman Products Inc(a) | 1,712,908 |
16,916 | Ethan Allen Interiors Inc | 539,959 |
59,432 | Foot Locker Inc | 1,851,307 |
30,269 | G-III Apparel Group Ltd(a) | 1,028,541 |
22,789 | Gentherm Inc(a) | 1,193,232 |
28,734 | GMS Inc(a) | 2,368,544 |
16,207 | Golden Entertainment Inc | 647,146 |
17,801 | Green Brick Partners Inc(a) | 924,584 |
9,985 | Group 1 Automotive Inc | 3,042,829 |
21,201 | Guess? Inc | 488,895 |
240,099 | Hanesbrands Inc(a) | 1,070,841 |
9,493 | Haverty Furniture Cos Inc | 337,001 |
8,261 | Hibbett Inc | 594,957 |
33,397 | HNI Corp | 1,396,997 |
16,976 | Installed Building Products Inc | 3,103,552 |
42,062 | Interface Inc | 530,822 |
20,471 | iRobot Corp(a) | 792,228 |
14,388 | Jack in the Box Inc | 1,174,492 |
241,494 | JetBlue Airways Corp(a) | 1,340,292 |
80,623 | Kohl's Corp | 2,312,268 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Consumer, Cyclical — (continued) | ||
35,076 | Kontoor Brands Inc | $ 2,189,444 |
30,780 | La-Z-Boy Inc | 1,136,398 |
17,896 | LCI Industries | 2,249,706 |
129,719 | Leslie's Inc(a) | 896,358 |
14,936 | LGI Homes Inc(a) | 1,988,878 |
19,730 | M/I Homes Inc(a) | 2,717,610 |
12,121 | Madison Square Garden Sports Corp(a) | 2,203,961 |
14,665 | Marcus Corp(b) | 213,816 |
13,401 | MarineMax Inc(a) | 521,299 |
43,002 | MDC Holdings Inc | 2,375,861 |
26,557 | Meritage Homes Corp | 4,626,229 |
26,796 | Methode Electronics Inc | 609,073 |
53,809 | MillerKnoll Inc | 1,435,624 |
10,059 | Monarch Casino & Resort Inc | 695,580 |
11,389 | Movado Group Inc | 343,378 |
55,193 | National Vision Holdings Inc(a) | 1,155,189 |
270,575 | Newell Brands Inc | 2,348,591 |
34,549 | Nu Skin Enterprises Inc Class A | 670,942 |
23,785 | ODP Corp(a) | 1,339,096 |
78,223 | OPENLANE Inc(a) | 1,158,483 |
10,442 | Oxford Industries Inc | 1,044,200 |
23,681 | Papa John's International Inc | 1,805,203 |
14,620 | Patrick Industries Inc | 1,467,117 |
8,356 | PC Connection Inc | 561,607 |
32,675 | Phinia Inc | 989,726 |
18,309 | PriceSmart Inc | 1,387,456 |
102,351 | Resideo Technologies Inc(a) | 1,926,246 |
44,384 | Rush Enterprises Inc Class A | 2,232,515 |
79,107 | Sally Beauty Holdings Inc(a) | 1,050,541 |
16,647 | ScanSource Inc(a) | 659,388 |
27,293 | Shake Shack Inc Class A(a) | 2,022,957 |
12,026 | Shoe Carnival Inc | 363,305 |
31,736 | Signet Jewelers Ltd | 3,404,003 |
50,785 | Six Flags Entertainment Corp(a) | 1,273,688 |
29,919 | SkyWest Inc(a) | 1,561,772 |
10,343 | Sonic Automotive Inc Class A | 581,380 |
89,918 | Sonos Inc(a) | 1,541,195 |
13,975 | Standard Motor Products Inc | 556,345 |
49,552 | Steven Madden Ltd | 2,081,184 |
29,492 | Sun Country Airlines Holdings Inc(a) | 463,909 |
38,041 | Titan International Inc(a) | 566,050 |
101,082 | Topgolf Callaway Brands Corp(a) | 1,449,516 |
69,860 | Tri Pointe Homes Inc(a) | 2,473,044 |
10,941 | UniFirst Corp | 2,001,218 |
40,818 | Urban Outfitters Inc(a) | 1,456,794 |
55,842 | Victoria's Secret & Co(a) | 1,482,047 |
41,624 | Vista Outdoor Inc(a) | 1,230,822 |
32,780 | Wabash National Corp | 839,824 |
21,857 | Winnebago Industries Inc | 1,592,938 |
60,698 | Wolverine World Wide Inc | 539,605 |
14,828 | XPEL Inc(a) | 798,488 |
31,365 | Xperi Inc(a) | 345,642 |
139,079,888 |
Shares | Fair Value | |
Consumer, Non-Cyclical — 17.44% | ||
46,326 | ABM Industries Inc | $ 2,076,795 |
63,763 | AdaptHealth Corp(a) | 464,832 |
11,376 | Addus HomeCare Corp(a) | 1,056,262 |
28,478 | Adtalem Global Education Inc(a) | 1,678,778 |
28,985 | Agiliti Inc(a) | 229,561 |
36,335 | Alarm.com Holdings Inc(a) | 2,347,968 |
120,041 | Alkermes PLC(a) | 3,329,937 |
26,531 | AMN Healthcare Services Inc(a) | 1,986,641 |
27,389 | Amphastar Pharmaceuticals Inc(a) | 1,694,010 |
22,062 | Andersons Inc | 1,269,447 |
10,790 | ANI Pharmaceuticals Inc(a) | 594,961 |
29,555 | Apollo Medical Holdings Inc(a) | 1,131,957 |
40,881 | Arcus Biosciences Inc(a) | 780,827 |
69,671 | Arlo Technologies Inc(a) | 663,268 |
27,915 | Artivion Inc(a) | 499,120 |
35,190 | Avanos Medical Inc(a) | 789,312 |
55,488 | B&G Foods Inc(b) | 582,624 |
24,503 | BioLife Solutions Inc(a) | 398,174 |
11,158 | Calavo Growers Inc | 328,157 |
29,469 | Cal-Maine Foods Inc | 1,691,226 |
70,387 | Catalyst Pharmaceuticals Inc(a) | 1,183,205 |
7,202 | Central Garden & Pet Co(a) | 360,892 |
29,710 | Central Garden & Pet Co Class A(a) | 1,308,428 |
75,951 | Certara Inc(a) | 1,335,978 |
25,554 | Chefs' Warehouse Inc(a) | 752,054 |
22,813 | Collegium Pharmaceutical Inc(a) | 702,184 |
21,755 | CONMED Corp | 2,382,390 |
65,392 | Corcept Therapeutics Inc(a) | 2,123,932 |
78,928 | CoreCivic Inc(a) | 1,146,824 |
6,518 | CorVel Corp(a) | 1,611,315 |
25,276 | Cross Country Healthcare Inc(a) | 572,249 |
68,316 | Cytek Biosciences Inc(a) | 623,042 |
70,498 | Cytokinetics Inc(a) | 5,885,878 |
33,161 | Deluxe Corp | 711,303 |
91,485 | Dynavax Technologies Corp(a) | 1,278,960 |
36,221 | Edgewell Personal Care Co | 1,326,775 |
39,415 | elf Beauty Inc(a) | 5,689,161 |
40,345 | Embecta Corp | 763,731 |
36,829 | Enhabit Inc(a) | 381,180 |
40,205 | Ensign Group Inc | 4,511,403 |
47,004 | EVERTEC Inc | 1,924,344 |
9,458 | Forrester Research Inc(a) | 253,569 |
64,386 | Fortrea Holdings Inc(a) | 2,247,071 |
25,495 | Fresh Del Monte Produce Inc | 669,244 |
14,693 | Fulgent Genetics Inc(a) | 424,775 |
86,785 | GEO Group Inc(a) | 939,882 |
34,972 | Glaukos Corp(a) | 2,779,924 |
32,705 | Green Dot Corp Class A(a) | 323,780 |
62,995 | Hain Celestial Group Inc(a) | 689,795 |
24,451 | Harmony Biosciences Holdings Inc(a) | 789,767 |
49,729 | Healthcare Services Group Inc(a) | 515,690 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Consumer, Non-Cyclical — (continued) | ||
14,732 | Heidrick & Struggles International Inc | $ 435,036 |
14,557 | ICU Medical Inc(a) | 1,451,915 |
39,330 | Innoviva Inc(a) | 630,853 |
24,287 | Integer Holdings Corp(a) | 2,406,356 |
13,029 | Inter Parfums Inc | 1,876,306 |
101,614 | Ironwood Pharmaceuticals Inc(a) | 1,162,464 |
11,256 | J & J Snack Foods Corp | 1,881,328 |
6,544 | John B Sanfilippo & Son Inc | 674,294 |
31,458 | John Wiley & Sons Inc Class A | 998,477 |
24,167 | Kelly Services Inc Class A | 522,491 |
37,259 | Korn Ferry | 2,211,322 |
13,509 | LeMaitre Vascular Inc | 766,771 |
11,418 | Ligand Pharmaceuticals Inc(a) | 815,474 |
47,898 | LiveRamp Holdings Inc(a) | 1,814,376 |
22,813 | Matthews International Corp Class A | 836,096 |
8,383 | Medifast Inc | 563,505 |
41,202 | Merit Medical Systems Inc(a) | 3,129,704 |
10,741 | MGP Ingredients Inc | 1,058,203 |
64,816 | Mister Car Wash Inc(a)(b) | 560,010 |
9,328 | ModivCare Inc(a) | 410,339 |
23,584 | Monro Inc | 691,955 |
62,133 | Myriad Genetics Inc(a) | 1,189,226 |
16,451 | National Beverage Corp(a) | 817,944 |
10,093 | National HealthCare Corp | 932,795 |
93,196 | NeoGenomics Inc(a) | 1,507,911 |
32,012 | Omnicell Inc(a) | 1,204,611 |
54,662 | OraSure Technologies Inc(a) | 448,228 |
180,390 | Organon & Co | 2,601,224 |
53,227 | Owens & Minor Inc(a) | 1,025,684 |
32,602 | Pacira BioSciences Inc(a) | 1,099,991 |
177,523 | Payoneer Global Inc(a) | 924,895 |
62,528 | Pediatrix Medical Group Inc(a) | 581,510 |
48,612 | Perdoceo Education Corp | 853,627 |
14,137 | Phibro Animal Health Corp Class A | 163,706 |
86,731 | Premier Inc Class A | 1,939,305 |
34,883 | Prestige Consumer Healthcare Inc(a) | 2,135,537 |
31,863 | PROG Holdings Inc(a) | 984,885 |
24,528 | Quanex Building Products Corp | 749,821 |
43,501 | RadNet Inc(a) | 1,512,530 |
27,520 | REGENXBIO Inc(a) | 493,984 |
24,351 | Resources Connection Inc | 345,054 |
262,244 | Sabre Corp(a) | 1,153,874 |
76,026 | Select Medical Holdings Corp | 1,786,611 |
63,667 | Simply Good Foods Co(a) | 2,521,213 |
23,997 | SpartanNash Co | 550,731 |
36,010 | STAAR Surgical Co(a) | 1,123,872 |
15,871 | Strategic Education Inc | 1,466,004 |
27,773 | Stride Inc(a) | 1,648,883 |
38,601 | Supernus Pharmaceuticals Inc(a) | 1,117,113 |
46,577 | Tandem Diabetes Care Inc(a) | 1,377,748 |
13,164 | Tootsie Roll Industries Inc | 437,571 |
35,135 | TreeHouse Foods Inc(a) | 1,456,346 |
Shares | Fair Value | |
Consumer, Non-Cyclical — (continued) | ||
22,233 | TrueBlue Inc(a) | $ 341,054 |
4,799 | UFP Technologies Inc(a) | 825,620 |
42,994 | United Natural Foods Inc(a) | 697,793 |
17,673 | Universal Corp | 1,189,746 |
31,647 | Upbound Group Inc | 1,075,049 |
10,667 | US Physical Therapy Inc | 993,524 |
8,258 | USANA Health Sciences Inc(a) | 442,629 |
27,835 | Varex Imaging Corp(a) | 570,618 |
97,436 | Vector Group Ltd | 1,099,078 |
33,033 | Vericel Corp(a) | 1,176,305 |
91,702 | Vestis Corp | 1,938,580 |
15,503 | Viad Corp(a) | 561,209 |
62,963 | Vir Biotechnology Inc(a) | 633,408 |
9,622 | WD-40 Co | 2,300,332 |
44,900 | WK Kellogg Co | 589,986 |
43,143 | Xencor Inc(a) | 915,926 |
146,203,148 | ||
Energy — 5.17% | ||
8,500 | Alpha Metallurgical Resources Inc | 2,880,820 |
97,821 | Archrock Inc | 1,506,443 |
17,701 | Bristow Group Inc(a) | 500,407 |
45,758 | California Resources Corp | 2,502,048 |
39,491 | Callon Petroleum Co(a) | 1,279,509 |
70,061 | Comstock Resources Inc(b) | 620,040 |
19,698 | CONSOL Energy Inc | 1,980,240 |
31,293 | Core Laboratories Inc | 552,634 |
22,080 | CVR Energy Inc | 669,024 |
25,501 | Dril-Quip Inc(a) | 593,408 |
42,611 | Green Plains Inc(a) | 1,074,650 |
97,818 | Helix Energy Solutions Group Inc(a) | 1,005,569 |
70,848 | Helmerich & Payne Inc | 2,566,115 |
108,266 | Liberty Energy Inc | 1,963,945 |
6,792 | Nabors Industries Ltd(a) | 554,431 |
66,386 | Northern Oil & Gas Inc | 2,460,929 |
73,766 | NOW Inc(a) | 835,031 |
72,047 | Oceaneering International Inc(a) | 1,533,160 |
46,230 | Oil States International Inc(a) | 313,902 |
40,292 | Par Pacific Holdings Inc(a) | 1,465,420 |
228,070 | Patterson-UTI Energy Inc | 2,463,156 |
58,611 | ProPetro Holding Corp(a) | 491,160 |
11,048 | REX American Resources Corp(a) | 522,570 |
62,622 | RPC Inc | 455,888 |
83,738 | SM Energy Co | 3,242,335 |
40,082 | SolarEdge Technologies Inc(a)(b) | 3,751,675 |
55,436 | SunCoke Energy Inc | 595,383 |
62,966 | SunPower Corp(a)(b) | 304,126 |
69,403 | Talos Energy Inc(a) | 987,605 |
58,011 | US Silica Holdings Inc(a) | 656,104 |
17,452 | Vital Energy Inc(a) | 793,892 |
36,938 | Warrior Met Coal Inc | 2,252,110 |
43,373,729 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Financial — 24.84% | ||
69,796 | Acadia Realty Trust REIT | $ 1,185,834 |
51,854 | Alexander & Baldwin Inc REIT | 986,263 |
33,743 | Ambac Financial Group Inc(a) | 556,085 |
34,681 | American Assets Trust Inc REIT | 780,669 |
45,009 | American Equity Investment Life Holding Co(a) | 2,511,502 |
45,795 | Ameris Bancorp | 2,429,425 |
12,780 | AMERISAFE Inc | 597,848 |
80,493 | Anywhere Real Estate Inc(a) | 652,798 |
92,174 | Apollo Commercial Real Estate Finance Inc REIT | 1,082,123 |
152,356 | Apple Hospitality Inc REIT | 2,530,633 |
136,450 | Arbor Realty Trust Inc REIT(b) | 2,071,311 |
47,202 | Armada Hoffler Properties Inc REIT | 583,889 |
33,923 | ARMOUR Residential Inc REIT(b) | 655,392 |
49,713 | Artisan Partners Asset Management Inc Class A | 2,196,320 |
39,482 | Assured Guaranty Ltd | 2,954,438 |
54,787 | Atlantic Union Bankshares Corp | 2,001,917 |
37,470 | Axos Financial Inc(a) | 2,045,862 |
13,016 | B Riley Financial Inc(b) | 273,206 |
92,403 | Banc of California Inc | 1,240,972 |
10,771 | BancFirst Corp | 1,048,341 |
37,632 | Bancorp Inc(a) | 1,451,090 |
28,898 | Bank of Hawaii Corp(b) | 2,093,949 |
54,328 | BankUnited Inc | 1,761,857 |
24,785 | Banner Corp | 1,327,485 |
30,326 | Berkshire Hills Bancorp Inc | 752,995 |
121,767 | Blackstone Mortgage Trust Inc Class A REIT (b) | 2,589,984 |
115,167 | Brandywine Realty Trust REIT | 621,902 |
35,531 | Bread Financial Holdings Inc | 1,170,391 |
23,491 | Brightsphere Investment Group Inc | 450,088 |
66,181 | Brookline Bancorp Inc | 722,035 |
88,043 | Capitol Federal Financial Inc | 567,877 |
86,232 | CareTrust Inc REIT | 1,929,872 |
51,252 | Cathay General Bancorp | 2,284,302 |
10,345 | Centerspace REIT | 602,079 |
21,206 | Central Pacific Financial Corp | 417,334 |
36,876 | Chatham Lodging Trust REIT | 395,311 |
10,665 | City Holding Co | 1,175,923 |
38,846 | Community Bank System Inc | 2,024,265 |
18,650 | Community Healthcare Trust Inc REIT | 496,836 |
120,253 | Cushman & Wakefield PLC(a) | 1,298,732 |
20,905 | Customers Bancorp Inc(a) | 1,204,546 |
96,162 | CVB Financial Corp | 1,941,511 |
152,086 | DiamondRock Hospitality Co REIT | 1,428,088 |
26,291 | Dime Community Bancshares Inc | 708,017 |
121,212 | Douglas Emmett Inc REIT | 1,757,574 |
22,507 | Eagle Bancorp Inc | 678,361 |
65,019 | Easterly Government Properties Inc REIT | 873,855 |
Shares | Fair Value | |
Financial — (continued) | ||
53,122 | Ellington Financial Inc REIT | $ 675,181 |
62,496 | Elme Communities REIT | 912,442 |
18,186 | Employers Holdings Inc | 716,528 |
16,125 | Encore Capital Group Inc(a) | 818,344 |
21,806 | Enova International Inc(a) | 1,207,180 |
111,082 | Essential Properties Realty Trust Inc REIT | 2,839,256 |
56,462 | eXp World Holdings Inc(b) | 876,290 |
39,794 | EZCORP Inc Class A(a) | 347,800 |
24,530 | FB Financial Corp | 977,520 |
29,354 | First Bancorp | 1,086,392 |
123,963 | First BanCorp | 2,039,189 |
73,231 | First Commonwealth Financial Corp | 1,130,687 |
69,124 | First Financial Bancorp | 1,641,695 |
89,849 | First Hawaiian Inc | 2,053,948 |
66,062 | Four Corners Property Trust Inc REIT | 1,671,369 |
57,987 | Franklin BSP Realty Trust Inc REIT | 783,404 |
119,737 | Fulton Financial Corp | 1,970,871 |
322,370 | Genworth Financial Inc Class A(a) | 2,153,432 |
34,744 | Getty Realty Corp REIT | 1,015,220 |
140,993 | Global Net Lease Inc REIT | 1,402,880 |
17,134 | Goosehead Insurance Inc Class A(a) | 1,298,757 |
22,699 | Hanmi Financial Corp | 440,361 |
79,447 | Hannon Armstrong Sustainable Infrastructure Capital Inc REIT | 2,191,148 |
4,351 | HCI Group Inc | 380,277 |
26,376 | Heritage Financial Corp | 564,183 |
77,043 | Highwoods Properties Inc REIT | 1,768,907 |
33,902 | Hilltop Holdings Inc | 1,193,689 |
84,811 | Hope Bancorp Inc | 1,024,517 |
27,880 | Horace Mann Educators Corp | 911,676 |
89,812 | Hudson Pacific Properties Inc REIT | 836,150 |
30,745 | Independent Bank Corp | 2,023,328 |
25,863 | Independent Bank Group Inc | 1,315,909 |
20,445 | Innovative Industrial Properties Inc REIT(b) | 2,061,265 |
50,005 | Jackson Financial Inc Class A | 2,560,256 |
61,459 | JBG SMITH Properties REIT | 1,045,418 |
84,922 | Kennedy-Wilson Holdings Inc | 1,051,334 |
43,005 | KKR Real Estate Finance Trust Inc REIT | 568,956 |
17,991 | Lakeland Financial Corp | 1,172,294 |
121,604 | Lincoln National Corp | 3,279,660 |
30,326 | LTC Properties Inc REIT | 974,071 |
205,154 | LXP Industrial Trust REIT | 2,035,128 |
152,053 | Macerich Co REIT | 2,346,178 |
15,996 | Marcus & Millichap Inc | 698,705 |
18,326 | Mercury General Corp | 683,743 |
47,381 | Moelis & Co Class A | 2,659,496 |
47,692 | Mr Cooper Group Inc(a) | 3,105,703 |
26,055 | National Bank Holdings Corp Class A | 968,985 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Financial — (continued) | ||
61,090 | Navient Corp | $ 1,137,496 |
32,837 | NBT Bancorp Inc | 1,376,199 |
67,633 | New York Mortgage Trust Inc REIT | 576,909 |
17,276 | NexPoint Residential Trust Inc REIT | 594,813 |
59,325 | NMI Holdings Inc Class A(a) | 1,760,766 |
25,523 | Northfield Bancorp Inc | 321,079 |
90,051 | Northwest Bancshares Inc | 1,123,836 |
33,546 | OFG Bancorp | 1,257,304 |
101,228 | Outfront Media Inc REIT | 1,413,143 |
69,378 | Pacific Premier Bancorp Inc | 2,019,594 |
17,328 | Palomar Holdings Inc(a) | 961,704 |
10,341 | Park National Corp | 1,373,905 |
17,940 | Pathward Financial Inc | 949,564 |
83,520 | Pebblebrook Hotel Trust REIT | 1,334,650 |
60,763 | PennyMac Mortgage Investment Trust REIT | 908,407 |
86,446 | Phillips Edison & Co Inc REIT | 3,153,550 |
10,953 | Piper Sandler Cos | 1,915,351 |
15,603 | PJT Partners Inc Class A(b) | 1,589,478 |
27,200 | PRA Group Inc(a) | 712,640 |
8,809 | Preferred Bank | 643,497 |
35,340 | ProAssurance Corp | 487,339 |
53,404 | Provident Financial Services Inc | 962,874 |
108,141 | Radian Group Inc | 3,087,425 |
111,579 | Ready Capital Corp REIT | 1,143,685 |
84,556 | Redwood Trust Inc REIT | 626,560 |
40,492 | Renasant Corp | 1,363,771 |
86,890 | Retail Opportunity Investments Corp REIT | 1,219,067 |
26,665 | S&T Bancorp Inc | 891,144 |
33,672 | Safehold Inc REIT(b) | 787,925 |
10,505 | Safety Insurance Group Inc | 798,275 |
9,706 | Saul Centers Inc REIT | 381,155 |
61,916 | Seacoast Banking Corp of Florida | 1,762,129 |
113,888 | Service Properties Trust REIT | 972,604 |
34,472 | ServisFirst Bancshares Inc | 2,296,869 |
90,704 | Simmons First National Corp Class A | 1,799,567 |
66,591 | SiriusPoint Ltd(a) | 772,456 |
128,981 | SITE Centers Corp REIT | 1,758,011 |
45,399 | SL Green Realty Corp REIT | 2,050,673 |
19,249 | Southside Bancshares Inc | 602,879 |
25,216 | St Joe Co | 1,517,499 |
32,622 | Stellar Bancorp Inc(b) | 908,196 |
19,519 | Stewart Information Services Corp | 1,146,741 |
18,982 | StoneX Group Inc(a) | 1,401,441 |
81,333 | Summit Hotel Properties Inc REIT | 546,558 |
149,881 | Sunstone Hotel Investors Inc REIT | 1,608,223 |
74,176 | Tanger Inc REIT | 2,056,159 |
9,342 | Tompkins Financial Corp | 562,669 |
15,101 | Triumph Financial Inc(a) | 1,210,798 |
24,843 | Trupanion Inc(a)(b) | 757,960 |
Shares | Fair Value | |
Financial — (continued) | ||
13,888 | TrustCo Bank Corp NY | $ 431,222 |
43,876 | Trustmark Corp | 1,223,263 |
66,429 | Two Harbors Investment Corp REIT | 925,356 |
84,440 | United Community Banks Inc | 2,470,714 |
16,194 | United Fire Group Inc | 325,823 |
172,034 | Uniti Group Inc REIT | 994,357 |
9,255 | Universal Health Realty Income Trust REIT | 400,279 |
85,378 | Urban Edge Properties REIT | 1,562,417 |
58,439 | Veris Residential Inc REIT | 919,245 |
40,492 | Veritex Holdings Inc | 942,249 |
4,821 | Virtus Investment Partners Inc | 1,165,525 |
46,814 | WaFd Inc | 1,542,990 |
24,324 | Walker & Dunlop Inc | 2,700,207 |
19,102 | Westamerica BanCorp | 1,077,544 |
35,568 | Whitestone REIT | 437,131 |
84,585 | WisdomTree Inc | 586,174 |
2,461 | World Acceptance Corp(a) | 321,234 |
44,212 | WSFS Financial Corp | 2,030,657 |
75,860 | Xenia Hotels & Resorts Inc REIT | 1,033,213 |
208,284,946 | ||
Industrial — 16.97% | ||
47,625 | AAON Inc | 3,518,059 |
24,402 | AAR Corp(a) | 1,522,685 |
26,775 | Advanced Energy Industries Inc | 2,916,333 |
18,547 | AeroVironment Inc(a) | 2,337,664 |
7,483 | Alamo Group Inc | 1,572,852 |
21,876 | Albany International Corp Class A | 2,148,661 |
12,154 | American Woodmark Corp(a) | 1,128,499 |
15,767 | Apogee Enterprises Inc | 842,115 |
27,677 | Applied Industrial Technologies Inc | 4,779,541 |
16,712 | ArcBest Corp | 2,008,949 |
34,322 | Arcosa Inc | 2,836,370 |
31,231 | Armstrong World Industries Inc | 3,070,632 |
15,199 | Astec Industries Inc | 565,403 |
18,158 | AZZ Inc | 1,054,798 |
21,142 | Badger Meter Inc | 3,263,691 |
36,421 | Barnes Group Inc | 1,188,417 |
26,570 | Benchmark Electronics Inc | 734,395 |
28,445 | Boise Cascade Co | 3,679,645 |
31,683 | Brady Corp Class A | 1,859,475 |
11,672 | Clearwater Paper Corp(a) | 421,593 |
22,288 | CTS Corp | 974,877 |
23,377 | Dorian LPG Ltd | 1,025,549 |
9,836 | DXP Enterprises Inc(a) | 331,473 |
20,718 | Dycom Industries Inc(a) | 2,384,435 |
11,369 | Encore Wire Corp | 2,428,418 |
48,057 | Energizer Holdings Inc | 1,522,446 |
39,400 | Enerpac Tool Group Corp | 1,224,946 |
15,204 | EnPro Inc | 2,383,075 |
59,883 | Enviri Corp(a) | 538,947 |
18,055 | ESCO Technologies Inc | 2,112,977 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Industrial — (continued) | ||
25,752 | Fabrinet (a) | $ 4,901,378 |
43,813 | Federal Signal Corp | 3,362,210 |
18,516 | Forward Air Corp | 1,164,101 |
28,407 | Franklin Electric Co Inc | 2,745,537 |
56,138 | Frontdoor Inc(a) | 1,977,180 |
21,814 | Gibraltar Industries Inc(a) | 1,722,870 |
31,269 | Granite Construction Inc | 1,590,341 |
22,292 | Greenbrier Cos Inc | 984,861 |
29,661 | Griffon Corp | 1,807,838 |
87,627 | Hayward Holdings Inc(a) | 1,191,727 |
33,788 | Heartland Express Inc | 481,817 |
49,322 | Hillenbrand Inc | 2,360,058 |
21,805 | Hub Group Inc Class A(a) | 2,004,752 |
19,599 | Ichor Holdings Ltd(a) | 659,114 |
14,594 | Insteel Industries Inc | 558,804 |
32,119 | Itron Inc(a) | 2,425,306 |
22,387 | John Bean Technologies Corp | 2,226,387 |
20,826 | Kaman Corp | 498,783 |
57,847 | Kennametal Inc | 1,491,874 |
64,998 | Knowles Corp(a) | 1,164,114 |
8,082 | Lindsay Corp | 1,043,871 |
39,107 | Marten Transport Ltd | 820,465 |
91,921 | Masterbrand Inc(a) | 1,365,027 |
15,034 | Materion Corp | 1,956,374 |
25,214 | Matson Inc | 2,763,454 |
36,317 | Mercury Systems Inc(a) | 1,328,113 |
3,639 | Mesa Laboratories Inc | 381,258 |
20,480 | Moog Inc Class A | 2,965,094 |
80,337 | Mueller Industries Inc | 3,787,890 |
27,537 | Myers Industries Inc | 538,348 |
11,958 | MYR Group Inc(a) | 1,729,486 |
3,779 | National Presto Industries Inc | 303,378 |
9,130 | NV5 Global Inc(a) | 1,014,526 |
112,809 | O-I Glass Inc(a) | 1,847,811 |
7,359 | Olympic Steel Inc | 490,845 |
11,135 | OSI Systems Inc(a) | 1,436,972 |
41,713 | PGT Innovations Inc(a) | 1,697,719 |
19,997 | Plexus Corp(a) | 2,162,276 |
6,858 | Powell Industries Inc | 606,247 |
19,399 | Proto Labs Inc(a) | 755,785 |
84,548 | RXO Inc(a) | 1,966,586 |
41,662 | Sanmina Corp(a) | 2,140,177 |
104,159 | Sealed Air Corp | 3,803,887 |
32,812 | SPX Technologies Inc(a) | 3,314,340 |
8,396 | Standex International Corp | 1,329,758 |
13,311 | Sturm Ruger & Co Inc | 604,985 |
13,226 | Tennant Co | 1,225,918 |
27,974 | TimkenSteel Corp(a) | 655,990 |
58,427 | Trinity Industries Inc | 1,553,574 |
54,490 | Triumph Group Inc(a) | 903,444 |
73,618 | TTM Technologies Inc(a) | 1,163,901 |
15,537 | Vicor Corp(a) | 698,233 |
44,597 | World Kinect Corp | 1,015,920 |
21,730 | Worthington Enterprises Inc | 1,250,561 |
142,318,185 | ||
Technology — 7.61% | ||
89,015 | 3D Systems Corp(a) | 565,245 |
Shares | Fair Value | |
Technology — (continued) | ||
76,339 | ACI Worldwide Inc(a) | $ 2,335,974 |
77,038 | Adeia Inc | 954,501 |
14,293 | Agilysys Inc(a) | 1,212,332 |
16,219 | Alpha & Omega Semiconductor Ltd(a) | 422,667 |
23,613 | Axcelis Technologies Inc(a) | 3,062,370 |
29,992 | Cerence Inc(a) | 589,643 |
15,550 | CEVA Inc(a) | 353,141 |
34,158 | Cohu Inc(a) | 1,208,852 |
14,030 | Consensus Cloud Solutions Inc(a) | 367,726 |
33,034 | Corsair Gaming Inc(a) | 465,779 |
20,709 | CSG Systems International Inc | 1,101,926 |
26,458 | Digi International Inc(a) | 687,908 |
66,997 | Digital Turbine Inc(a) | 459,599 |
32,287 | Diodes Inc(a) | 2,599,749 |
17,612 | Donnelley Financial Solutions Inc(a) | 1,098,460 |
100,404 | DoubleVerify Holdings Inc(a) | 3,692,859 |
136,946 | DXC Technology Co(a) | 3,131,955 |
35,406 | Envestnet Inc(a) | 1,753,305 |
56,135 | FormFactor Inc(a) | 2,341,391 |
19,645 | Insight Enterprises Inc(a) | 3,480,898 |
39,777 | Kulicke & Soffa Industries Inc | 2,176,597 |
53,309 | MaxLinear Inc(a) | 1,267,155 |
51,838 | N-able Inc(a) | 686,854 |
47,135 | NCR Atleos Corp(a) | 1,144,909 |
93,676 | NCR Voyix Corp(a) | 1,584,061 |
50,989 | NetScout Systems Inc(a) | 1,119,209 |
22,795 | PDF Solutions Inc(a) | 732,631 |
45,598 | Photronics Inc(a) | 1,430,409 |
113,909 | Pitney Bowes Inc | 501,200 |
74,090 | Privia Health Group Inc(a) | 1,706,293 |
31,120 | Progress Software Corp | 1,689,816 |
38,836 | Schrodinger Inc(a) | 1,390,329 |
45,824 | Semtech Corp(a) | 1,004,004 |
11,812 | Simulations Plus Inc | 528,587 |
12,523 | SiTime Corp(a) | 1,528,808 |
37,827 | SMART Global Holdings Inc(a) | 716,065 |
26,017 | SPS Commerce Inc(a) | 5,043,135 |
14,817 | TTEC Holdings Inc | 321,084 |
32,104 | Ultra Clean Holdings Inc(a) | 1,096,031 |
39,840 | Veeco Instruments Inc(a) | 1,236,235 |
73,997 | Veradigm Inc(a) | 776,229 |
119,623 | Verra Mobility Corp(a) | 2,754,918 |
81,477 | Xerox Holdings Corp | 1,493,473 |
63,814,312 | ||
Utilities — 1.97% | ||
26,042 | American States Water Co | 2,094,298 |
55,126 | Avista Corp | 1,970,203 |
40,713 | California Water Service Group | 2,111,783 |
15,777 | Chesapeake Utilities Corp | 1,666,525 |
24,752 | Clearway Energy Inc Class A | 633,156 |
59,297 | Clearway Energy Inc Class C | 1,626,517 |
13,429 | Middlesex Water Co | 881,211 |
27,243 | Northwest Natural Holding Co | 1,060,842 |
29,633 | Otter Tail Corp | 2,517,916 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® INDEX FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Utilities — (continued) | ||
20,714 | SJW Group | $ 1,353,660 |
11,111 | Unitil Corp | 584,105 |
16,500,216 | ||
TOTAL COMMON STOCK — 98.15% (Cost $716,450,064) | $822,933,818 | |
Principal Amount | ||
SHORT TERM INVESTMENTS | ||
Repurchase Agreements — 2.74% | ||
$5,732,125 | Undivided interest of 4.77% in a repurchase agreement (principal amount/value $120,466,826 with a maturity value of $120,538,303) with RBC Capital Markets Corp, 5.34%, dated 12/31/23 to be repurchased at $5,732,125 on 1/2/24 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 0.00% - 7.50%, 1/15/24 - 12/1/53, with a value of $122,876,165.(c) | 5,732,125 |
5,732,125 | Undivided interest of 4.84% in a repurchase agreement (principal amount/value $118,664,201 with a maturity value of $118,734,608) with Citigroup Global Markets Inc, 5.34%, dated 12/31/23 to be repurchased at $5,732,125 on 1/2/24 collateralized by Government National Mortgage Association securities, 2.00% - 7.50%, 7/20/37 - 12/20/53, with a value of $121,037,485.(c) | 5,732,125 |
Principal Amount | Fair Value | |
Repurchase Agreements — (continued) | ||
$5,732,125 | Undivided interest of 6.14% in a repurchase agreement (principal amount/value $93,637,100 with a maturity value of $93,692,762) with Bank of America Securities Inc, 5.35%, dated 12/31/23 to be repurchased at $5,732,125 on 1/2/24 collateralized by various U.S. Government Agency securities, 0.00% - 7.00%, 11/1/28 - 12/20/63, with a value of $95,509,842.(c) | $ 5,732,125 |
5,732,125 | Undivided interest of 6.85% in a repurchase agreement (principal amount/value $83,874,265 with a maturity value of $83,924,030) with Bank of Montreal, 5.34%, dated 12/31/23 to be repurchased at $5,732,125 on 1/2/24 collateralized by various U.S. Government Agency securities, 4.50% - 6.50%, 12/1/38 - 12/1/53, with a value of $85,551,750.(c) | 5,732,125 |
TOTAL SHORT TERM INVESTMENTS — 2.74% (Cost $22,928,500) | $ 22,928,500 | |
TOTAL INVESTMENTS — 100.89% (Cost $739,378,564) | $845,862,318 | |
OTHER ASSETS & LIABILITIES, NET — (0.89)% | $ (7,456,855) | |
TOTAL NET ASSETS — 100.00% | $838,405,463 |
(a) | Non-income producing security. |
(b) | All or a portion of the security is on loan at December 31, 2023. |
(c) | Collateral received for securities on loan. |
REIT | Real Estate Investment Trust |
At December 31, 2023 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 | |||||
Russell 2000 E-mini Futures | 152 | USD | 15,563 | Mar 2024 | $176,581 |
Net Appreciation | $176,581 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP GROWTH FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
COMMON STOCK | ||
Basic Materials — 3.10% | ||
74,505 | Element Solutions Inc | $ 1,724,046 |
34,034 | Orion SA | 943,763 |
5,331 | Rogers Corp(a) | 704,065 |
7,250 | Steel Dynamics Inc | 856,225 |
4,228,099 | ||
Communications — 2.09% | ||
26,837 | Ciena Corp(a) | 1,207,933 |
15,318 | Credo Technology Group Holding Ltd(a) | 298,241 |
43,185 | DigitalBridge Group Inc | 757,465 |
4,438 | Fiverr International Ltd(a)(b) | 120,802 |
12,241 | Upwork Inc(a) | 182,024 |
5,881 | Yelp Inc(a) | 278,407 |
2,844,872 | ||
Consumer, Cyclical — 10.50% | ||
16,920 | Academy Sports & Outdoors Inc | 1,116,720 |
4,393 | Blue Bird Corp(a) | 118,435 |
8,933 | Boot Barn Holdings Inc(a) | 685,697 |
29,551 | Bowlero Corp Class A(a)(b) | 418,442 |
4,108 | Burlington Stores Inc(a) | 798,924 |
26,314 | Core & Main Inc Class A(a) | 1,063,349 |
17,994 | First Watch Restaurant Group Inc(a) | 361,680 |
5,294 | Five Below Inc(a) | 1,128,469 |
7,792 | Fox Factory Holding Corp(a) | 525,804 |
7,268 | Green Brick Partners Inc(a) | 377,500 |
65,542 | International Game Technology PLC | 1,796,506 |
2,072 | Kura Sushi USA Inc Class A(a)(b) | 157,472 |
60,116 | Lions Gate Entertainment Corp Class B(a) | 612,582 |
11,799 | Ollie's Bargain Outlet Holdings Inc(a) | 895,426 |
36,030 | OPENLANE Inc(a) | 533,604 |
12,427 | Papa John's International Inc | 947,310 |
2,973 | Shake Shack Inc Class A(a) | 220,359 |
14,054 | Skyline Champion Corp(a) | 1,043,650 |
42,876 | Topgolf Callaway Brands Corp(a) | 614,842 |
35,531 | Wabash National Corp | 910,304 |
14,327,075 | ||
Consumer, Non-Cyclical — 33.40% | ||
40,997 | Adaptive Biotechnologies Corp(a)(b) | 200,885 |
90,002 | ADMA Biologics Inc(a) | 406,809 |
66,212 | Amicus Therapeutics Inc(a) | 939,548 |
5,835 | Arcellx Inc(a) | 323,842 |
67,618 | Avantor Inc(a) | 1,543,719 |
21,826 | Axonics Inc(a) | 1,358,232 |
9,201 | Axsome Therapeutics Inc(a)(b) | 732,308 |
10,262 | Azenta Inc(a) | 668,467 |
Shares | Fair Value | |
Consumer, Non-Cyclical — (continued) | ||
31,428 | BioLife Solutions Inc(a) | $ 510,705 |
9,865 | Blueprint Medicines Corp(a) | 909,948 |
10,943 | CONMED Corp | 1,198,368 |
17,693 | Coursera Inc(a) | 342,713 |
8,579 | Crinetics Pharmaceuticals Inc(a) | 305,241 |
16,281 | CVRx Inc(a) | 511,875 |
19,860 | Cymabay Therapeutics Inc(a) | 469,093 |
14,714 | Cytokinetics Inc(a) | 1,228,472 |
56,611 | Dynavax Technologies Corp(a) | 791,422 |
15,926 | elf Beauty Inc(a) | 2,298,758 |
9,309 | EyePoint Pharmaceuticals Inc(a) | 215,131 |
51,397 | Flywire Corp(a) | 1,189,841 |
7,631 | FTI Consulting Inc(a) | 1,519,714 |
10,542 | Glaukos Corp(a) | 837,984 |
13,586 | GXO Logistics Inc(a) | 830,920 |
12,397 | Haemonetics Corp(a) | 1,060,067 |
14,447 | HealthEquity Inc(a) | 957,836 |
11,717 | ICF International Inc | 1,571,132 |
6,215 | ICON PLC(a) | 1,759,280 |
9,931 | Immatics NV(a) | 104,573 |
31,321 | Insmed Inc(a) | 970,638 |
2,581 | Intra-Cellular Therapies Inc(a) | 184,851 |
11,594 | Ionis Pharmaceuticals Inc(a) | 586,540 |
7,444 | iRhythm Technologies Inc(a) | 796,806 |
3,622 | Krystal Biotech Inc(a) | 449,345 |
11,642 | Lamb Weston Holdings Inc | 1,258,384 |
33,843 | LiveRamp Holdings Inc(a) | 1,281,973 |
9,831 | Monro Inc | 288,442 |
4,327 | MoonLake Immunotherapeutics(a) | 261,307 |
32,752 | Myriad Genetics Inc(a) | 626,873 |
7,239 | Neurocrine Biosciences Inc(a) | 953,811 |
14,614 | Omnicell Inc(a) | 549,925 |
15,895 | Pacific Biosciences of California Inc(a)(b) | 155,930 |
15,793 | Paymentus Holdings Inc Class A(a) | 282,221 |
21,064 | Performance Food Group Co(a) | 1,456,576 |
4,579 | PROCEPT BioRobotics Corp(a) | 191,906 |
9,331 | Pulmonx Corp(a) | 118,970 |
13,954 | Quanterix Corp(a) | 381,502 |
6,795 | RB Global Inc | 454,518 |
17,475 | Remitly Global Inc(a) | 339,364 |
7,165 | Rhythm Pharmaceuticals Inc(a) | 329,375 |
14,678 | RxSight Inc(a) | 591,817 |
4,089 | Sarepta Therapeutics Inc(a) | 394,302 |
8,843 | Shift4 Payments Inc Class A(a) | 657,389 |
14,590 | SpringWorks Therapeutics Inc(a) | 532,535 |
5,304 | Stride Inc(a) | 314,898 |
86,341 | SunOpta Inc(a) | 472,285 |
21,316 | Syndax Pharmaceuticals Inc(a) | 460,639 |
13,420 | TransMedics Group Inc(a) | 1,059,241 |
18,696 | TreeHouse Foods Inc(a) | 774,949 |
5,475 | Twist Bioscience Corp(a) | 201,808 |
1,040 | UFP Technologies Inc(a) | 178,922 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP GROWTH FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Consumer, Non-Cyclical — (continued) | ||
12,784 | Ultragenyx Pharmaceutical Inc(a) | $ 611,331 |
10,339 | US Physical Therapy Inc | 962,974 |
12,130 | Vita Coco Co Inc(a) | 311,134 |
10,084 | Vital Farms Inc(a) | 158,218 |
5,020 | WEX Inc(a) | 976,641 |
4,730 | Xenon Pharmaceuticals Inc(a) | 217,864 |
45,583,087 | ||
Energy — 1.19% | ||
18,062 | Callon Petroleum Co(a) | 585,209 |
35,746 | ChampionX Corp | 1,044,141 |
1,629,350 | ||
Financial — 8.83% | ||
4,633 | Bancorp Inc(a) | 178,649 |
55,413 | BRP Group Inc Class A(a) | 1,331,020 |
21,445 | Essent Group Ltd | 1,131,009 |
7,462 | Evercore Inc Class A | 1,276,375 |
11,353 | NerdWallet Inc Class A(a)(b) | 167,116 |
14,757 | Palomar Holdings Inc(a) | 819,014 |
1,467 | Piper Sandler Cos | 256,534 |
28,602 | Ryan Specialty Holdings Inc(a) | 1,230,458 |
8,979 | Ryman Hospitality Properties Inc REIT | 988,229 |
37,617 | Skyward Specialty Insurance Group Inc(a) | 1,274,464 |
21,152 | Stifel Financial Corp | 1,462,661 |
16,785 | Triumph Financial Inc(a) | 1,345,821 |
29,140 | Virtu Financial Inc Class A | 590,377 |
12,051,727 | ||
Industrial — 14.05% | ||
6,002 | AAR Corp(a) | 374,525 |
8,243 | Advanced Drainage Systems Inc | 1,159,296 |
7,655 | Advanced Energy Industries Inc | 833,783 |
4,024 | AeroVironment Inc(a) | 507,185 |
6,137 | Atkore Inc(a) | 981,920 |
23,199 | AZEK Co Inc(a) | 887,362 |
7,909 | Boise Cascade Co | 1,023,108 |
7,590 | Chart Industries Inc(a) | 1,034,745 |
10,010 | Dycom Industries Inc(a) | 1,152,051 |
15,902 | Flowserve Corp | 655,480 |
4,736 | Generac Holdings Inc(a) | 612,081 |
11,758 | Itron Inc(a) | 887,847 |
16,555 | Knight-Swift Transportation Holdings Inc | 954,396 |
45,891 | Kratos Defense & Security Solutions Inc(a) | 931,128 |
11,406 | Masonite International Corp(a) | 965,632 |
6,575 | Modine Manufacturing Co(a) | 392,527 |
24,250 | Montrose Environmental Group Inc(a) | 779,152 |
6,952 | MYR Group Inc(a) | 1,005,468 |
2,940 | OSI Systems Inc(a) | 379,407 |
Shares | Fair Value | |
Industrial — (continued) | ||
5,659 | Primoris Services Corp | $ 187,935 |
25,990 | Schneider National Inc Class B | 661,445 |
14,892 | SPX Technologies Inc(a) | 1,504,241 |
4,593 | Sterling Infrastructure Inc(a) | 403,862 |
30,716 | Zurn Elkay Water Solutions Corp | 903,358 |
19,177,934 | ||
Technology — 24.48% | ||
3,717 | Aehr Test Systems(a) | 98,612 |
4,209 | Agilysys Inc(a) | 357,007 |
15,916 | Alkami Technology Inc(a) | 385,963 |
16,046 | ASGN Inc(a) | 1,543,144 |
44,922 | AvidXchange Holdings Inc(a) | 556,584 |
7,285 | BILL Holdings Inc(a) | 594,383 |
53,343 | Box Inc Class A(a) | 1,366,114 |
4,517 | Clear Secure Inc Class A | 93,276 |
33,653 | Confluent Inc Class A(a) | 787,480 |
6,095 | CyberArk Software Ltd(a) | 1,335,110 |
3,062 | Docebo Inc(a) | 148,139 |
23,014 | DoubleVerify Holdings Inc(a) | 846,455 |
32,548 | Evolent Health Inc Class A(a) | 1,075,060 |
10,917 | Fastly Inc Class A(a)(b) | 194,323 |
15,535 | FormFactor Inc(a) | 647,965 |
8,600 | Grid Dynamics Holdings Inc(a) | 114,638 |
27,741 | HashiCorp Inc Class A(a) | 655,797 |
3,376 | Intapp Inc(a) | 128,355 |
18,812 | Integral Ad Science Holding Corp(a) | 270,705 |
54,401 | Jamf Holding Corp(a) | 982,482 |
54,701 | JFrog Ltd(a) | 1,893,202 |
26,400 | KBR Inc | 1,462,824 |
14,356 | Lumentum Holdings Inc(a) | 752,541 |
21,414 | Nutanix Inc Class A(a) | 1,021,234 |
5,126 | Oddity Tech Ltd Class A(a)(b) | 238,513 |
6,409 | Onto Innovation Inc(a) | 979,936 |
37,307 | PagerDuty Inc(a)(b) | 863,657 |
15,615 | PAR Technology Corp(a) | 679,877 |
6,610 | Photronics Inc(a) | 207,356 |
32,320 | Phreesia Inc(a) | 748,208 |
23,091 | Privia Health Group Inc(a)(b) | 531,786 |
11,238 | PTC Inc(a) | 1,966,200 |
21,166 | Pure Storage Inc Class A(a) | 754,780 |
7,476 | Rambus Inc(a) | 510,237 |
14,573 | Sprout Social Inc Class A(a)(b) | 895,365 |
27,190 | SS&C Technologies Holdings Inc | 1,661,581 |
6,963 | Synaptics Inc(a) | 794,339 |
15,026 | TaskUS Inc Class A(a)(b) | 196,390 |
8,037 | Teradyne Inc | 872,175 |
31,496 | Varonis Systems Inc(a) | 1,426,139 |
71,028 | Verra Mobility Corp(a) | 1,635,775 |
33,897 | Weave Communications Inc(a) | 388,799 |
18,909 | Zeta Global Holdings Corp Class A(a) | 166,777 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP GROWTH FUND
Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Technology — (continued) | ||
62,034 | Zuora Inc Class A(a) | $ 583,120 |
33,412,403 | ||
TOTAL COMMON STOCK — 97.64% (Cost $114,570,548) | $133,254,547 | |
Principal Amount | ||
SHORT TERM INVESTMENTS | ||
Repurchase Agreements — 2.32% | ||
$996,355 | Undivided interest of 0.83% in a repurchase agreement (principal amount/value $120,466,826 with a maturity value of $120,538,303) with RBC Capital Markets Corp, 5.34%, dated 12/31/23 to be repurchased at $996,355 on 1/2/24 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 0.00% - 7.50%, 1/15/24 - 12/1/53, with a value of $122,876,165.(c) | 996,355 |
996,355 | Undivided interest of 0.84% in a repurchase agreement (principal amount/value $118,664,201 with a maturity value of $118,734,608) with Citigroup Global Markets Inc, 5.34%, dated 12/31/23 to be repurchased at $996,355 on 1/2/24 collateralized by Government National Mortgage Association securities, 2.00% - 7.50%, 7/20/37 - 12/20/53, with a value of $121,037,485.(c) | 996,355 |
Principal Amount | Fair Value | |
Repurchase Agreements — (continued) | ||
$183,009 | Undivided interest of 0.89% in a repurchase agreement (principal amount/value $20,566,451 with a maturity value of $20,578,654) with HSBC Securities (USA) Inc, 5.34%, dated 12/31/23 to be repurchased at $183,009 on 1/2/24 collateralized by various U.S. Government Agency securities, 2.00% - 7.00%, 12/1/29 - 12/1/53, with a value of $20,977,780.(c) | $ 183,009 |
996,355 | Undivided interest of 1.07% in a repurchase agreement (principal amount/value $93,637,100 with a maturity value of $93,692,762) with Bank of America Securities Inc, 5.35%, dated 12/31/23 to be repurchased at $996,355 on 1/2/24 collateralized by various U.S. Government Agency securities, 0.00% - 7.00%, 11/1/28 - 12/20/63, with a value of $95,509,842.(c) | 996,355 |
TOTAL SHORT TERM INVESTMENTS — 2.32% (Cost $3,172,074) | $ 3,172,074 | |
TOTAL INVESTMENTS — 99.96% (Cost $117,742,622) | $136,426,621 | |
OTHER ASSETS & LIABILITIES, NET — 0.04% | $ 51,848 | |
TOTAL NET ASSETS — 100.00% | $136,478,469 |
(a) | Non-income producing security. |
(b) | All or a portion of the security is on loan at December 31, 2023. |
(c) | Collateral received for securities on loan. |
REIT | Real Estate Investment Trust |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
COMMON STOCK | ||
Basic Materials — 3.44% | ||
16,800 | AdvanSix Inc | $ 503,328 |
20,349 | Ashland Inc | 1,715,624 |
41,260 | Cabot Corp | 3,445,210 |
19,100 | Compass Minerals International Inc | 483,612 |
287,244 | Ecovyst Inc(a) | 2,806,374 |
2,300 | Hawkins Inc | 161,966 |
14,500 | Ingevity Corp(a) | 684,690 |
4,600 | Innospec Inc | 566,904 |
6,600 | Kaiser Aluminum Corp | 469,854 |
17,000 | Lifezone Metals Ltd(a) | 153,680 |
60,300 | Mercer International Inc | 571,644 |
9,600 | Minerals Technologies Inc | 684,576 |
200 | NewMarket Corp | 109,166 |
9,784 | Rogers Corp(a) | 1,292,173 |
6,000 | Sylvamo Corp | 294,660 |
71,200 | Trinseo PLC | 595,944 |
40,731 | Worthington Steel Inc(a) | 1,144,541 |
15,683,946 | ||
Communications — 1.67% | ||
39,100 | Cambium Networks Corp(a) | 234,600 |
6,000 | ePlus Inc(a) | 479,040 |
1,100 | Preformed Line Products Co | 147,246 |
11,700 | Revolve Group Inc(a)(b) | 193,986 |
104,000 | Stagwell Inc(a) | 689,520 |
41,300 | TEGNA Inc | 631,890 |
86,188 | United States Cellular Corp(a) | 3,580,249 |
166,953 | Viavi Solutions Inc(a) | 1,681,217 |
7,637,748 | ||
Consumer, Cyclical — 10.89% | ||
36,710 | Academy Sports & Outdoors Inc | 2,422,860 |
16,700 | Adient PLC(a) | 607,212 |
6,300 | Advance Auto Parts Inc | 384,489 |
2,000 | Asbury Automotive Group Inc(a) | 449,940 |
60,738 | Atlanta Braves Holdings Inc Class C(a) | 2,404,010 |
18,500 | Bloomin' Brands Inc | 520,775 |
18,647 | Boot Barn Holdings Inc(a) | 1,431,344 |
8,600 | Brinker International Inc(a) | 371,348 |
30,961 | Brunswick Corp | 2,995,477 |
3,800 | Carter's Inc | 284,582 |
15,300 | Cato Corp Class A | 109,242 |
3,200 | Century Communities Inc | 291,648 |
21,618 | Churchill Downs Inc | 2,916,917 |
29,041 | Crocs Inc(a) | 2,712,720 |
6,400 | Dave & Buster's Entertainment Inc(a) | 344,640 |
26,400 | Denny's Corp(a) | 287,232 |
24,200 | Designer Brands Inc Class A(b) | 214,170 |
9,700 | Dine Brands Global Inc | 481,605 |
32,800 | El Pollo Loco Holdings Inc(a) | 289,296 |
40,200 | Funko Inc Class A(a)(b) | 310,746 |
15,700 | G-III Apparel Group Ltd(a) | 533,486 |
Shares | Fair Value | |
Consumer, Cyclical — (continued) | ||
10,000 | Genesco Inc(a) | $ 352,100 |
3,975 | Global Industrial Co | 154,389 |
41,000 | Goodyear Tire & Rubber Co(a) | 587,120 |
4,100 | Green Brick Partners Inc(a) | 212,954 |
2,020 | Group 1 Automotive Inc | 615,575 |
70,000 | Hanesbrands Inc(a) | 312,200 |
13,100 | Haverty Furniture Cos Inc | 465,050 |
6,200 | Hibbett Inc | 446,524 |
38,100 | Interface Inc | 480,822 |
10,279 | JAKKS Pacific Inc(a) | 365,418 |
11,800 | Johnson Outdoors Inc Class A | 630,356 |
48,932 | KB Home | 3,056,293 |
12,400 | Kohl's Corp | 355,632 |
6,600 | Kontoor Brands Inc | 411,972 |
11,700 | La-Z-Boy Inc | 431,964 |
55,400 | Leslie's Inc(a) | 382,814 |
98,000 | LL Flooring Holdings Inc(a) | 382,200 |
4,200 | M/I Homes Inc(a) | 578,508 |
15,000 | Macy's Inc | 301,800 |
14,300 | MarineMax Inc(a) | 556,270 |
2,200 | Meritage Homes Corp | 383,240 |
4,900 | Miller Industries Inc | 207,221 |
20,100 | MillerKnoll Inc | 536,268 |
209,464 | MRC Global Inc(a) | 2,306,198 |
15,200 | Nu Skin Enterprises Inc Class A | 295,184 |
19,600 | OneWater Marine Inc Class A(a)(b) | 662,284 |
2,100 | Oxford Industries Inc | 210,000 |
5,000 | PC Connection Inc | 336,050 |
33,000 | PetMed Express Inc(b) | 249,480 |
22,700 | Phinia Inc | 687,583 |
16,600 | Resideo Technologies Inc(a) | 312,412 |
14,750 | Rush Enterprises Inc Class A | 741,925 |
8,400 | ScanSource Inc(a) | 332,724 |
4,300 | SeaWorld Entertainment Inc(a) | 227,169 |
4,100 | Signet Jewelers Ltd | 439,766 |
5,900 | Six Flags Entertainment Corp(a) | 147,972 |
35,243 | Skyline Champion Corp(a) | 2,617,145 |
12,800 | Sleep Number Corp(a) | 189,824 |
10,700 | Sonic Automotive Inc Class A | 601,447 |
9,600 | Steven Madden Ltd | 403,200 |
5,700 | Taylor Morrison Home Corp(a) | 304,095 |
11,000 | Titan Machinery Inc(a) | 317,680 |
12,600 | Travel + Leisure Co | 492,534 |
8,900 | Tri Pointe Homes Inc(a) | 315,060 |
2,500 | Urban Outfitters Inc(a) | 89,225 |
21,100 | Vista Outdoor Inc(a) | 623,927 |
33,334 | VSE Corp | 2,153,710 |
76,306 | Wabash National Corp | 1,954,960 |
6,300 | Zumiez Inc(a) | 128,142 |
49,710,125 | ||
Consumer, Non-Cyclical — 17.99% | ||
45,530 | Aaron's Co Inc | 495,366 |
14,400 | ABM Industries Inc | 645,552 |
91,600 | ACCO Brands Corp | 556,928 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Consumer, Non-Cyclical — (continued) | ||
11,600 | Adtalem Global Education Inc(a) | $ 683,820 |
326,881 | Alight Inc Class A(a) | 2,788,295 |
75,527 | Alkermes PLC(a) | 2,095,119 |
114,937 | Alta Equipment Group Inc | 1,421,771 |
64,009 | Andersons Inc | 3,683,078 |
38,770 | ANI Pharmaceuticals Inc(a) | 2,137,778 |
34,600 | B&G Foods Inc(b) | 363,300 |
51,293 | BellRing Brands Inc(a) | 2,843,171 |
9,500 | BGSF Inc | 89,300 |
7,900 | Brink's Co | 694,805 |
2,900 | Cal-Maine Foods Inc | 166,431 |
6,100 | Central Garden & Pet Co(a) | 305,671 |
24,687 | Colliers International Group Inc(b) | 3,123,397 |
15,713 | CONMED Corp | 1,720,731 |
18,700 | CPI Card Group Inc(a) | 358,853 |
168,967 | Custom Truck One Source Inc(a) | 1,044,216 |
12,400 | Edgewell Personal Care Co | 454,212 |
40,750 | Embecta Corp | 771,398 |
26,238 | Emerald Holding Inc(a) | 156,903 |
91,700 | Emergent BioSolutions Inc(a) | 220,080 |
12,700 | Ennis Inc | 278,257 |
27,651 | Euronet Worldwide Inc(a) | 2,806,300 |
430 | Graham Holdings Co Class B | 299,504 |
46,300 | Healthcare Services Group Inc(a) | 480,131 |
21,600 | Heidrick & Struggles International Inc | 637,848 |
44,600 | Herbalife Ltd(a) | 680,596 |
20,068 | Herc Holdings Inc | 2,987,924 |
66,017 | Inmode Ltd(a) | 1,468,218 |
61,400 | Ironwood Pharmaceuticals Inc(a) | 702,416 |
7,746 | J & J Snack Foods Corp | 1,294,666 |
45,540 | John Wiley & Sons Inc Class A | 1,445,440 |
21,300 | Kelly Services Inc Class A | 460,506 |
6,900 | Kforce Inc | 466,164 |
49,972 | Korn Ferry | 2,965,838 |
48,825 | Lantheus Holdings Inc(a) | 3,027,150 |
8,300 | ManpowerGroup Inc | 659,601 |
8,700 | Medifast Inc | 584,814 |
3,300 | National HealthCare Corp | 304,986 |
7,400 | Natural Grocers by Vitamin Cottage Inc | 118,400 |
131,145 | Nomad Foods Ltd(a) | 2,222,908 |
80,794 | Option Care Health Inc(a) | 2,721,950 |
70,269 | Pacira BioSciences Inc(a) | 2,370,876 |
28,600 | Phibro Animal Health Corp Class A | 331,188 |
31,900 | Premier Inc Class A | 713,284 |
36,800 | Quad/Graphics Inc(a) | 199,456 |
75,574 | Quanex Building Products Corp | 2,310,297 |
5,900 | RCM Technologies Inc(a) | 171,336 |
40,900 | Resources Connection Inc | 579,553 |
11,100 | Select Medical Holdings Corp | 260,850 |
56,100 | SIGA Technologies Inc(b) | 314,160 |
Shares | Fair Value | |
Consumer, Non-Cyclical — (continued) | ||
29,249 | Spectrum Brands Holdings Inc | $ 2,333,193 |
80,401 | Supernus Pharmaceuticals Inc(a) | 2,326,805 |
49,098 | Tenet Healthcare Corp(a) | 3,710,336 |
43,700 | TrueBlue Inc(a) | 670,358 |
16,630 | UFP Technologies Inc(a) | 2,861,025 |
11,662 | United Therapeutics Corp(a) | 2,564,357 |
6,300 | USANA Health Sciences Inc(a) | 337,680 |
61,626 | V2X Inc(a) | 2,861,911 |
69,930 | Vestis Corp | 1,478,320 |
11,583 | WEX Inc(a) | 2,253,473 |
82,082,250 | ||
Energy — 10.10% | ||
186,100 | Alto Ingredients Inc(a) | 495,026 |
77,450 | Antero Resources Corp(a) | 1,756,566 |
145,968 | Baytex Energy Corp | 483,184 |
81,800 | Berry Corp | 575,054 |
64,667 | California Resources Corp | 3,535,991 |
16,600 | Callon Petroleum Co(a) | 537,840 |
81,507 | ChampionX Corp | 2,380,819 |
3,526 | Chord Energy Corp | 586,127 |
52,500 | Crescent Energy Co Class A(b) | 693,525 |
77,112 | Delek US Holdings Inc | 1,989,490 |
25,000 | Dril-Quip Inc(a) | 581,750 |
57,700 | Equitrans Midstream Corp | 587,386 |
36,500 | Expro Group Holdings NV(a) | 581,080 |
18,400 | Forum Energy Technologies Inc(a) | 407,928 |
46,300 | Helix Energy Solutions Group Inc(a) | 475,964 |
9,800 | Kinetik Holdings Inc | 327,320 |
359,449 | Kosmos Energy Ltd(a) | 2,411,903 |
17,700 | Liberty Energy Inc | 321,078 |
78,600 | National Energy Services Reunited Corp(a) | 479,460 |
231,537 | Newpark Resources Inc(a) | 1,537,406 |
90,866 | Noble Corp PLC | 4,376,107 |
132,739 | Northern Oil & Gas Inc | 4,920,635 |
20,400 | NOW Inc(a) | 230,928 |
14,000 | Par Pacific Holdings Inc(a) | 509,180 |
10,700 | Precision Drilling Corp(a) | 580,903 |
45,400 | ProPetro Holding Corp(a) | 380,452 |
4,000 | REX American Resources Corp(a) | 189,200 |
47,000 | Solaris Oilfield Infrastructure Inc Class A | 374,120 |
38,400 | Talos Energy Inc(a) | 546,432 |
56,737 | Tidewater Inc(a) | 4,091,305 |
94,200 | VAALCO Energy Inc | 422,958 |
115,500 | Vertex Energy Inc(a) | 391,545 |
12,400 | Vital Energy Inc(a) | 564,076 |
79,305 | Weatherford International PLC(a) | 7,758,408 |
46,081,146 | ||
Financial — 25.41% | ||
2,900 | 1st Source Corp | 159,355 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Financial — (continued) | ||
36,154 | Agree Realty Corp REIT | $ 2,275,894 |
2,600 | Alexander's Inc REIT | 555,282 |
19,600 | Ambac Financial Group Inc(a) | 323,008 |
73,971 | Ameris Bancorp | 3,924,161 |
26,900 | Apollo Commercial Real Estate Finance Inc REIT | 315,806 |
26,300 | Associated Banc-Corp | 562,557 |
6,700 | Assured Guaranty Ltd | 501,361 |
7,900 | Axis Capital Holdings Ltd | 437,423 |
48,479 | Banc of California Inc | 651,073 |
23,900 | Bank of Marin Bancorp | 526,278 |
19,300 | BankUnited Inc | 625,899 |
5,400 | BayCom Corp | 127,386 |
17,700 | BCB Bancorp Inc | 227,445 |
121,100 | Braemar Hotels & Resorts Inc REIT | 302,750 |
20,800 | Bread Financial Holdings Inc | 685,152 |
16,500 | Bridgewater Bancshares Inc(a) | 223,080 |
5,900 | Brighthouse Financial Inc(a) | 312,228 |
27,300 | BrightSpire Capital Inc REIT | 203,112 |
47,800 | Brookline Bancorp Inc | 521,498 |
105,487 | Cadence Bank | 3,121,360 |
4,600 | Cambridge Bancorp | 319,240 |
8,200 | Camden National Corp | 308,566 |
28,200 | Capitol Federal Financial Inc | 181,890 |
9,700 | Cathay General Bancorp | 432,329 |
26,300 | Central Pacific Financial Corp | 517,584 |
11,600 | Central Valley Community Bancorp | 259,260 |
13,300 | Civista Bancshares Inc | 245,252 |
18,300 | Claros Mortgage Trust Inc REIT | 249,429 |
6,800 | CNB Financial Corp | 153,612 |
22,100 | CNO Financial Group Inc | 616,590 |
19,400 | Columbia Banking System Inc | 517,592 |
6,100 | Community Trust Bancorp Inc | 267,546 |
27,300 | ConnectOne Bancorp Inc | 625,443 |
17,200 | CrossFirst Bankshares Inc(a) | 233,576 |
54,300 | Cushman & Wakefield PLC(a) | 586,440 |
17,000 | CVB Financial Corp | 343,230 |
2,200 | Diamond Hill Investment Group Inc | 364,298 |
16,100 | Dime Community Bancshares Inc | 433,573 |
85,995 | Douglas Elliman Inc | 253,685 |
20,500 | Eagle Bancorp Inc | 617,870 |
65,100 | Empire State Realty Trust Inc Class A REIT | 630,819 |
69,812 | Employers Holdings Inc | 2,750,593 |
20,500 | Enact Holdings Inc | 592,245 |
2,000 | Enstar Group Ltd(a) | 588,700 |
115,978 | Equity Commonwealth REIT | 2,226,778 |
11,800 | Essent Group Ltd | 622,332 |
3,500 | Evercore Inc Class A | 598,675 |
9,100 | FB Financial Corp | 362,635 |
24,336 | Federal Agricultural Mortgage Corp Class C | 4,653,530 |
17,400 | Federated Hermes Inc | 589,164 |
12,500 | Financial Institutions Inc | 266,250 |
Shares | Fair Value | |
Financial — (continued) | ||
11,600 | First Busey Corp | $ 287,912 |
6,100 | First Business Financial Services Inc | 244,610 |
12,600 | First Financial Corp | 542,178 |
23,700 | First Foundation Inc | 229,416 |
20,200 | First Hawaiian Inc | 461,772 |
15,400 | First Internet Bancorp | 372,526 |
13,100 | First Interstate BancSystem Inc Class A | 402,825 |
9,296 | First Merchants Corp | 344,696 |
8,200 | First Mid Bancshares Inc | 284,212 |
24,100 | First of Long Island Corp | 319,084 |
30,100 | Flushing Financial Corp | 496,048 |
6,000 | FS Bancorp Inc | 221,760 |
58,000 | Granite Point Mortgage Trust Inc REIT | 344,520 |
28,900 | Great Ajax Corp REIT | 153,170 |
2,400 | Great Southern Bancorp Inc | 142,440 |
33,900 | Hanmi Financial Corp | 657,660 |
2,200 | Hanover Insurance Group Inc | 267,124 |
6,900 | Heartland Financial USA Inc | 259,509 |
5,700 | Heritage Financial Corp | 121,923 |
14,200 | Hilltop Holdings Inc | 499,982 |
2,800 | Home Bancorp Inc | 117,628 |
151,889 | Home BancShares Inc | 3,847,348 |
32,000 | HomeStreet Inc | 329,600 |
185,341 | Hope Bancorp Inc | 2,238,919 |
17,100 | Horace Mann Educators Corp | 559,170 |
36,100 | Horizon Bancorp Inc | 516,591 |
16,500 | Independent Bank Corp | 429,330 |
7,000 | Independent Bank Group Inc | 356,160 |
102,583 | International Money Express Inc(a) | 2,266,058 |
11,700 | Investar Holding Corp | 174,447 |
19,600 | Janus Henderson Group PLC | 590,940 |
41,300 | Kearny Financial Corp | 370,461 |
53,931 | Kemper Corp | 2,624,822 |
22,600 | Lakeland Bancorp Inc | 334,254 |
12,500 | Lincoln National Corp | 337,125 |
9,700 | Live Oak Bancshares Inc | 441,350 |
20,400 | Luther Burbank Corp(a) | 218,484 |
14,300 | Marcus & Millichap Inc | 624,624 |
32,135 | McGrath RentCorp | 3,843,989 |
6,200 | Mercantile Bank Corp | 250,356 |
8,900 | Merchants Bancorp | 378,962 |
7,500 | Mercury General Corp | 279,825 |
25,200 | MGIC Investment Corp | 486,108 |
12,400 | Midland States Bancorp Inc | 341,744 |
6,500 | MidWestOne Financial Group Inc | 174,915 |
33,800 | Navient Corp | 629,356 |
18,800 | NMI Holdings Inc Class A(a) | 557,984 |
4,300 | Northeast Bank | 237,317 |
12,800 | Northeast Community Bancorp Inc | 227,072 |
25,600 | Northfield Bancorp Inc | 322,048 |
6,000 | Northrim BanCorp Inc | 343,260 |
30,100 | OceanFirst Financial Corp | 522,536 |
115,884 | P10 Inc Class A | 1,184,334 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Financial — (continued) | ||
11,900 | Pacific Premier Bancorp Inc | $ 346,409 |
41,900 | Park Hotels & Resorts Inc REIT | 641,070 |
3,900 | Parke Bancorp Inc | 78,975 |
12,200 | PCB Bancorp | 224,846 |
44,000 | Pebblebrook Hotel Trust REIT | 703,120 |
34,800 | Perella Weinberg Partners | 425,604 |
39,481 | Pinnacle Financial Partners Inc | 3,443,533 |
52,241 | Popular Inc | 4,287,419 |
65,589 | Postal Realty Trust Inc Class A REIT | 954,976 |
6,740 | Preferred Bank | 492,357 |
21,200 | Premier Financial Corp | 510,920 |
14,300 | Primis Financial Corp | 181,038 |
21,300 | ProAssurance Corp | 293,727 |
44,968 | Prosperity Bancshares Inc | 3,045,683 |
23,700 | Provident Financial Services Inc | 427,311 |
20,100 | Radian Group Inc | 573,855 |
9,500 | RBB Bancorp | 180,880 |
49,100 | RE/MAX Holdings Inc Class A | 654,503 |
3,700 | Safety Insurance Group Inc | 281,163 |
18,900 | Sandy Spring Bancorp Inc | 514,836 |
66,600 | Seritage Growth Properties Class A REIT(a)(b) | 622,710 |
12,451 | Shore Bancshares Inc | 177,427 |
7,400 | Sierra Bancorp | 166,870 |
25,900 | Simmons First National Corp Class A | 513,856 |
40,700 | SiriusPoint Ltd(a) | 472,120 |
35,000 | SLM Corp | 669,200 |
3,459 | Southern First Bancshares Inc(a) | 128,329 |
38,422 | SouthState Corp | 3,244,738 |
84,353 | STAG Industrial Inc REIT | 3,311,699 |
12,400 | Stewart Information Services Corp | 728,500 |
39,514 | Stifel Financial Corp | 2,732,393 |
3,200 | Synovus Financial Corp | 120,480 |
15,300 | Territorial Bancorp Inc | 170,595 |
7,400 | Texas Capital Bancshares Inc(a) | 478,262 |
10,900 | Towne Bank | 324,384 |
40,300 | TPG RE Finance Trust Inc REIT | 261,950 |
13,200 | TrustCo Bank Corp NY | 409,860 |
16,100 | Univest Financial Corp | 354,683 |
51,800 | Valley National Bancorp | 562,548 |
14,900 | Veritex Holdings Inc | 346,723 |
31,200 | Virtu Financial Inc Class A | 632,112 |
2,480 | Virtus Investment Partners Inc | 599,565 |
16,300 | WaFd Inc | 537,248 |
16,200 | Washington Trust Bancorp Inc | 524,556 |
10,700 | Western Alliance Bancorp | 703,953 |
410 | White Mountains Insurance Group Ltd | 617,054 |
47,623 | Wintrust Financial Corp | 4,417,033 |
52,690 | WSFS Financial Corp | 2,420,052 |
Shares | Fair Value | |
Financial — (continued) | ||
14,200 | Zions Bancorp NA | $ 622,954 |
115,935,397 | ||
Industrial — 20.52% | ||
30,600 | AerSale Corp(a) | 388,467 |
28,122 | Albany International Corp Class A | 2,762,143 |
42,047 | Arcosa Inc | 3,474,764 |
5,800 | Armstrong World Industries Inc | 570,256 |
15,501 | Atkore Inc(a) | 2,480,160 |
28,900 | Atmus Filtration Technologies Inc(a)(b) | 678,861 |
12,200 | Avnet Inc | 614,880 |
11,000 | AZZ Inc | 638,990 |
17,100 | Barnes Group Inc | 557,973 |
37,994 | Bel Fuse Inc Class B | 2,536,859 |
8,500 | Belden Inc | 656,625 |
7,200 | Benchmark Electronics Inc | 199,008 |
8,900 | Brady Corp Class A | 522,341 |
83,612 | CECO Environmental Corp(a) | 1,695,651 |
25,836 | Clean Harbors Inc(a) | 4,508,641 |
9,900 | Coherent Corp(a) | 430,947 |
66,565 | Columbus McKinnon Corp | 2,597,366 |
6,300 | CSW Industrials Inc | 1,306,683 |
13,700 | Energizer Holdings Inc | 434,016 |
10,500 | Enerpac Tool Group Corp | 326,445 |
15,000 | Flowserve Corp | 618,300 |
16,100 | Fluor Corp(a) | 630,637 |
8,800 | Forward Air Corp | 553,256 |
43,900 | Gates Industrial Corp PLC(a) | 589,138 |
150,698 | Genco Shipping & Trading Ltd | 2,500,080 |
174,700 | GrafTech International Ltd | 382,593 |
15,700 | Greenbrier Cos Inc | 693,626 |
50,427 | Griffon Corp | 3,073,526 |
33,800 | Heartland Express Inc | 481,988 |
13,100 | Hillenbrand Inc | 626,835 |
11,500 | Insteel Industries Inc | 440,335 |
50,807 | International Seaways Inc | 2,310,702 |
7,800 | Itron Inc(a) | 588,978 |
185,484 | Janus International Group Inc(a) | 2,420,566 |
18,400 | JELD-WEN Holding Inc(a) | 347,392 |
15,502 | Kadant Inc | 4,345,366 |
16,300 | Kimball Electronics Inc(a) | 439,285 |
50,306 | Knife River Corp(a) | 3,329,251 |
133,543 | Leonardo DRS Inc(a) | 2,676,202 |
8,713 | Littelfuse Inc | 2,331,250 |
188,393 | LSB Industries Inc(a) | 1,753,939 |
15,500 | Marten Transport Ltd | 325,190 |
4,800 | Matson Inc | 526,080 |
111,920 | MDU Resources Group Inc | 2,216,016 |
56,082 | Mercury Systems Inc(a) | 2,050,919 |
39,873 | Moog Inc Class A | 5,772,813 |
10,900 | Mueller Industries Inc | 513,935 |
32,000 | Mueller Water Products Inc Class A | 460,800 |
25,100 | Myers Industries Inc | 490,705 |
5,800 | National Presto Industries Inc | 465,624 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND Schedule of Investments
As of December 31, 2023
Shares | Fair Value | |
Industrial — (continued) | ||
6,200 | PAM Transportation Services Inc(a) | $ 128,836 |
5,491 | Plexus Corp(a) | 593,742 |
6,200 | Primoris Services Corp | 205,902 |
104,043 | Pure Cycle Corp(a) | 1,089,330 |
11,700 | Sanmina Corp(a) | 601,029 |
31,072 | TD SYNNEX Corp | 3,343,658 |
13,200 | Thermon Group Holdings Inc(a) | 429,924 |
89,800 | Tredegar Corp | 485,818 |
17,800 | TriMas Corp | 450,874 |
229,282 | TTM Technologies Inc(a) | 3,624,948 |
80,200 | Tutor Perini Corp(a) | 729,820 |
31,623 | UFP Industries Inc | 3,970,268 |
24,300 | Vishay Intertechnology Inc | 582,471 |
157,242 | Vontier Corp | 5,432,711 |
20,600 | World Kinect Corp | 469,268 |
3,000 | Worthington Enterprises Inc | 172,650 |
93,647,652 | ||
Technology — 5.34% | ||
22,800 | ACI Worldwide Inc(a) | 697,680 |
5,400 | Cirrus Logic Inc(a) | 449,226 |
25,600 | Computer Programs & Systems Inc(a) | 286,720 |
31,388 | Concentrix Corp | 3,082,615 |
45,773 | Crane NXT Co | 2,603,111 |
31,814 | CSG Systems International Inc | 1,692,823 |
6,600 | Diodes Inc(a) | 531,432 |
58,777 | HashiCorp Inc Class A(a) | 1,389,488 |
17,100 | MaxLinear Inc(a) | 406,467 |
26,344 | MKS Instruments Inc | 2,710,007 |
9,000 | NCR Atleos Corp(a) | 218,610 |
25,800 | NCR Voyix Corp(a) | 436,278 |
16,100 | Photronics Inc(a) | 505,057 |
41,222 | Rambus Inc(a) | 2,813,402 |
9,721 | Science Applications International Corp | 1,208,515 |
116,563 | Semtech Corp(a) | 2,553,895 |
5,419 | Super Micro Computer Inc(a) | 1,540,405 |
88,700 | Telos Corp(a) | 323,755 |
24,000 | TTEC Holdings Inc | 520,080 |
16,400 | Verra Mobility Corp(a) | 377,692 |
24,347,258 | ||
Utilities — 2.35% | ||
47,614 | ALLETE Inc | 2,912,072 |
17,800 | Avista Corp | 636,172 |
11,400 | Black Hills Corp | 615,030 |
14,900 | Northwest Natural Holding Co | 580,206 |
12,100 | Northwestern Energy Group Inc | 615,769 |
9,500 | ONE Gas Inc | 605,340 |
8,100 | Otter Tail Corp | 688,257 |
14,000 | PNM Resources Inc | 582,400 |
14,200 | Portland General Electric Co | 615,428 |
10,800 | Southwest Gas Holdings Inc | 684,180 |
10,100 | Spire Inc | 629,634 |
Shares | Fair Value | |
Utilities — (continued) | ||
24,471 | Talen Energy Corp(a) | $ 1,566,144 |
10,730,632 | ||
TOTAL COMMON STOCK — 97.71% (Cost $386,169,632) | $445,856,154 | |
Principal Amount | ||
SHORT TERM INVESTMENTS | ||
Repurchase Agreements — 1.31% | ||
$1,501,957 | Undivided interest of 1.25% in a repurchase agreement (principal amount/value $120,466,826 with a maturity value of $120,538,303) with RBC Capital Markets Corp, 5.34%, dated 12/31/23 to be repurchased at $1,501,957 on 1/2/24 collateralized by U.S. Treasury securities and various U.S. Government Agency securities, 0.00% - 7.50%, 1/15/24 - 12/1/53, with a value of $122,876,165.(c) | 1,501,957 |
1,501,957 | Undivided interest of 1.27% in a repurchase agreement (principal amount/value $118,664,201 with a maturity value of $118,734,608) with Citigroup Global Markets Inc, 5.34%, dated 12/31/23 to be repurchased at $1,501,957 on 1/2/24 collateralized by Government National Mortgage Association securities, 2.00% - 7.50%, 7/20/37 - 12/20/53, with a value of $121,037,485.(c) | 1,501,957 |
1,501,958 | Undivided interest of 1.61% in a repurchase agreement (principal amount/value $93,637,100 with a maturity value of $93,692,762) with Bank of America Securities Inc, 5.35%, dated 12/31/23 to be repurchased at $1,501,958 on 1/2/24 collateralized by various U.S. Government Agency securities, 0.00% - 7.00%, 11/1/28 - 12/20/63, with a value of $95,509,842.(c) | 1,501,958 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND Schedule of Investments
As of December 31, 2023
Principal Amount | Fair Value | |
Repurchase Agreements — (continued) | ||
$1,501,958 | Undivided interest of 1.80% in a repurchase agreement (principal amount/value $83,874,265 with a maturity value of $83,924,030) with Bank of Montreal, 5.34%, dated 12/31/23 to be repurchased at $1,501,958 on 1/2/24 collateralized by various U.S. Government Agency securities, 4.50% - 6.50%, 12/1/38 - 12/1/53, with a value of $85,551,750.(c) | $ 1,501,958 |
TOTAL SHORT TERM INVESTMENTS — 1.31% (Cost $6,007,830) | $ 6,007,830 | |
TOTAL INVESTMENTS — 99.02% (Cost $392,177,462) | $451,863,984 | |
OTHER ASSETS & LIABILITIES, NET — 0.98% | $ 4,455,132 | |
TOTAL NET ASSETS — 100.00% | $456,319,116 |
(a) | Non-income producing security. |
(b) | All or a portion of the security is on loan at December 31, 2023. |
(c) | Collateral received for securities on loan. |
REIT | Real Estate Investment Trust |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
Statement of Assets and Liabilities
As of December 31, 2023
Empower S&P Small Cap 600® Index Fund | Empower Small Cap Growth Fund | Empower Small Cap Value Fund | |||
ASSETS: | |||||
Investments in securities, fair value(a)(b) | $822,933,818 | $133,254,547 | $445,856,154 | ||
Repurchase agreements, fair value(c) | 22,928,500 | 3,172,074 | 6,007,830 | ||
Cash | 13,315,903 | 4,891,393 | 10,308,653 | ||
Cash pledged on futures contracts | 2,564,199 | - | - | ||
Dividends receivable | 1,107,517 | 29,151 | 476,273 | ||
Subscriptions receivable | 1,056,474 | 16,989 | 310,269 | ||
Receivable for investments sold | 2,991,249 | - | 46,358 | ||
Total Assets | 866,897,660 | 141,364,154 | 463,005,537 | ||
LIABILITIES: | |||||
Payable for director fees | 7,018 | 7,018 | 7,018 | ||
Payable for distribution fees | 5,333 | - | - | ||
Payable for investments purchased | 3,816,576 | 1,235,063 | - | ||
Payable for other accrued fees | 59,132 | 45,298 | 59,034 | ||
Payable for shareholder services fees | 142,092 | 2,046 | 20,489 | ||
Payable to investment adviser | 186,092 | 105,533 | 260,206 | ||
Payable upon return of securities loaned | 22,928,500 | 3,172,074 | 6,007,830 | ||
Redemptions payable | 1,029,926 | 318,653 | 331,844 | ||
Variation margin on futures contracts | 317,528 | - | - | ||
Total Liabilities | 28,492,197 | 4,885,685 | 6,686,421 | ||
NET ASSETS | $838,405,463 | $136,478,469 | $456,319,116 | ||
NET ASSETS REPRESENTED BY: | |||||
Capital stock, $0.10 par value | $9,088,261 | $1,288,557 | $5,904,897 | ||
Paid-in capital in excess of par | 715,593,314 | 119,421,727 | 387,594,392 | ||
Undistributed/accumulated earnings | 113,723,888 | 15,768,185 | 62,819,827 | ||
NET ASSETS | $838,405,463 | $136,478,469 | $456,319,116 | ||
NET ASSETS BY CLASS | |||||
Investor Class | $467,088,589 | $8,975,374 | $70,366,855 | ||
Class L | $26,795,607 | N/A | N/A | ||
Institutional Class | $344,521,267 | $127,503,095 | $385,952,261 | ||
CAPITAL STOCK: | |||||
Authorized | |||||
Investor Class | 240,000,000 | 15,000,000 | 65,000,000 | ||
Class L | 10,000,000 | N/A | N/A | ||
Institutional Class | 300,000,000 | 60,000,000 | 250,000,000 | ||
Issued and Outstanding | |||||
Investor Class | 36,741,789 | 871,303 | 1,959,644 | ||
Class L | 1,420,062 | N/A | N/A | ||
Institutional Class | 52,720,755 | 12,014,271 | 57,089,325 | ||
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE: | |||||
Investor Class | $12.71 | $10.30 | $35.91 | ||
Class L | $18.87 | N/A | N/A | ||
Institutional Class | $6.53 | $10.61 | $6.76 | ||
(a) Cost of investments | $716,450,064 | $114,570,548 | $386,169,632 | ||
(b) Including fair value of securities on loan | $21,869,098 | $3,039,167 | $5,775,441 | ||
(c) Cost of repurchase agreements | $22,928,500 | $3,172,074 | $6,007,830 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
Statement of Operations
For the fiscal year ended December 31, 2023
Empower S&P Small Cap 600® Index Fund | Empower Small Cap Growth Fund | Empower Small Cap Value Fund | |||
INVESTMENT INCOME: | |||||
Income from securities lending | $87,938 | $19,299 | $40,061 | ||
Dividends | 15,579,630 | 535,826 | 8,214,277 | ||
Foreign withholding tax | (12,167) | (1,080) | (15,524) | ||
Total Income | 15,655,401 | 554,045 | 8,238,814 | ||
EXPENSES: | |||||
Management fees | 1,545,358 | 943,467 | 3,377,444 | ||
Shareholder services fees – Investor Class | 1,599,579 | 20,631 | 491,898 | ||
Shareholder services fees – Class L | 94,853 | - | - | ||
Audit and tax fees | 33,291 | 32,719 | 32,734 | ||
Custodian fees | 33,632 | 32,078 | 34,064 | ||
Directors fees | 31,396 | 31,396 | 31,396 | ||
Distribution fees – Class L | 67,544 | - | - | ||
Legal fees | 9,914 | 9,915 | 9,915 | ||
Pricing fees | 2,667 | 740 | 1,770 | ||
Registration fees | 57,480 | 27,527 | 87,463 | ||
Shareholder report fees | 33,014 | 1,531 | 32,935 | ||
Transfer agent fees | 15,340 | 8,873 | 9,746 | ||
Other fees | 18,169 | 16,621 | 17,305 | ||
Total Expenses | 3,542,237 | 1,125,498 | 4,126,670 | ||
Less amount waived by investment adviser | 74,765 | 149,900 | 113,843 | ||
Net Expenses | 3,467,472 | 975,598 | 4,012,827 | ||
NET INVESTMENT INCOME (LOSS) | 12,187,929 | (421,553) | 4,225,987 | ||
NET REALIZED AND UNREALIZED GAIN (LOSS): | |||||
Net realized gain (loss) on investments and foreign currency transactions | 32,617,512 | (241,679) | 45,202,937 | ||
Net realized loss on futures contracts | (923,176) | - | - | ||
Net Realized Gain (Loss) | 31,694,336 | (241,679) | 45,202,937 | ||
Net change in unrealized appreciation on investments | 77,619,210 | 20,780,823 | 21,049,787 | ||
Net change in unrealized appreciation on futures contracts | 85,224 | - | - | ||
Net Change in Unrealized Appreciation | 77,704,434 | 20,780,823 | 21,049,787 | ||
Net Realized and Unrealized Gain | 109,398,770 | 20,539,144 | 66,252,724 | ||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $121,586,699 | $20,117,591 | $70,478,711 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the fiscal years ended December 31, 2023 and December 31, 2022
Empower S&P Small Cap 600® Index Fund | 2023 | 2022 | |
OPERATIONS: | |||
Net investment income | $12,187,929 | $10,611,380 | |
Net realized gain | 31,694,336 | 50,550,864 | |
Net change in unrealized appreciation (depreciation) | 77,704,434 | (211,943,107) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 121,586,699 | (150,780,863) | |
DISTRIBUTIONS TO SHAREHOLDERS: | |||
From net investment income and net realized gains | |||
Investor Class | (14,814,909) | (32,457,150) | |
Class L | (500,810) | (1,172,580) | |
Institutional Class | (24,935,974) | (39,446,287) | |
From Net Investment Income and Net Realized Gains | (40,251,693) | (73,076,017) | |
CAPITAL SHARE TRANSACTIONS: | |||
Shares sold | |||
Investor Class | 126,959,320 | 361,969,113 | |
Class L | 5,666,221 | 30,658,036 | |
Institutional Class | 76,725,383 | 92,788,440 | |
Shares issued in reinvestment of distributions | |||
Investor Class | 14,814,909 | 32,457,150 | |
Class L | 500,810 | 1,172,580 | |
Institutional Class | 24,935,974 | 39,446,287 | |
Shares redeemed | |||
Investor Class | (225,226,983) | (277,187,463) | |
Class L | (10,671,368) | (3,292,624) | |
Institutional Class | (103,262,868) | (84,918,659) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | (89,558,602) | 193,092,860 | |
Total Decrease in Net Assets | (8,223,596) | (30,764,020) | |
NET ASSETS: | |||
Beginning of year | 846,629,059 | 877,393,079 | |
End of year | $838,405,463 | $846,629,059 | |
CAPITAL SHARE TRANSACTIONS - SHARES: | |||
Shares sold | |||
Investor Class | 10,852,479 | 28,757,743 | |
Class L | 328,415 | 1,664,403 | |
Institutional Class | 12,527,832 | 13,211,760 | |
Shares issued in reinvestment of distributions | |||
Investor Class | 1,206,646 | 2,858,852 | |
Class L | 27,461 | 70,709 | |
Institutional Class | 3,895,485 | 6,416,587 | |
Shares redeemed | |||
Investor Class | (19,182,430) | (22,515,213) | |
Class L | (611,524) | (183,999) | |
Institutional Class | (16,206,284) | (11,845,354) | |
Net Increase (Decrease) | (7,161,920) | 18,435,488 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the fiscal years ended December 31, 2023 and December 31, 2022
Empower Small Cap Growth Fund | 2023 | 2022 | |
OPERATIONS: | |||
Net investment loss | $(421,553) | $(505,229) | |
Net realized loss | (241,679) | (886,641) | |
Net change in unrealized appreciation (depreciation) | 20,780,823 | (32,923,752) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 20,117,591 | (34,315,622) | |
DISTRIBUTIONS TO SHAREHOLDERS: | |||
From net investment income and net realized gains | |||
Investor Class | (1,490) | (236,409) | |
Institutional Class | (26,944) | (3,866,497) | |
From Net Investment Income and Net Realized Gains | (28,434) | (4,102,906) | |
CAPITAL SHARE TRANSACTIONS: | |||
Shares sold | |||
Investor Class | 4,056,918 | 1,410,282 | |
Institutional Class | 36,803,191 | 25,723,271 | |
Shares issued in reinvestment of distributions | |||
Investor Class | 1,490 | 236,409 | |
Institutional Class | 26,944 | 3,866,497 | |
Shares redeemed | |||
Investor Class | (1,586,269) | (1,605,326) | |
Institutional Class | (30,263,553) | (19,808,615) | |
Net Increase in Net Assets Resulting from Capital Share Transactions | 9,038,721 | 9,822,518 | |
Total Increase (Decrease) in Net Assets | 29,127,878 | (28,596,010) | |
NET ASSETS: | |||
Beginning of year | 107,350,591 | 135,946,601 | |
End of year | $136,478,469 | $107,350,591 | |
CAPITAL SHARE TRANSACTIONS - SHARES: | |||
Shares sold | |||
Investor Class | 407,956 | 147,059 | |
Institutional Class | 3,900,216 | 2,574,291 | |
Shares issued in reinvestment of distributions | |||
Investor Class | 152 | 26,021 | |
Institutional Class | 2,662 | 414,749 | |
Shares redeemed | |||
Investor Class | (166,265) | (165,840) | |
Institutional Class | (3,023,342) | (1,962,816) | |
Net Increase | 1,121,379 | 1,033,464 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
Statement of Changes in Net Assets
For the fiscal years ended December 31, 2023 and December 31, 2022
Empower Small Cap Value Fund | 2023 | 2022 | |
OPERATIONS: | |||
Net investment income | $4,225,987 | $4,057,930 | |
Net realized gain | 45,202,937 | 31,966,601 | |
Net change in unrealized appreciation (depreciation) | 21,049,787 | (79,269,392) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | 70,478,711 | (43,244,861) | |
DISTRIBUTIONS TO SHAREHOLDERS: | |||
From net investment income and net realized gains | |||
Investor Class | (2,719,897) | (1,843,740) | |
Institutional Class | (50,540,439) | (43,318,002) | |
From Net Investment Income and Net Realized Gains | (53,260,336) | (45,161,742) | |
CAPITAL SHARE TRANSACTIONS: | |||
Shares sold | |||
Investor Class | 264,754,610 | 19,421,763 | |
Institutional Class | 105,672,701 | 52,590,192 | |
Shares issued in reinvestment of distributions | |||
Investor Class | 2,719,897 | 1,843,740 | |
Institutional Class | 50,540,439 | 43,318,002 | |
Shares redeemed | |||
Investor Class | (263,121,095) | (23,651,228) | |
Institutional Class | (101,959,135) | (93,670,805) | |
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | 58,607,417 | (148,336) | |
Total Increase (Decrease) in Net Assets | 75,825,792 | (88,554,939) | |
NET ASSETS: | |||
Beginning of year | 380,493,324 | 469,048,263 | |
End of year | $456,319,116 | $380,493,324 | |
CAPITAL SHARE TRANSACTIONS - SHARES: | |||
Shares sold | |||
Investor Class | 8,061,434 | 601,352 | |
Institutional Class | 15,933,846 | 7,177,849 | |
Shares issued in reinvestment of distributions | |||
Investor Class | 78,138 | 60,351 | |
Institutional Class | 7,365,846 | 6,536,630 | |
Shares redeemed | |||
Investor Class | (8,199,728) | (729,169) | |
Institutional Class | (14,484,408) | (12,419,820) | |
Net Increase | 8,755,128 | 1,227,193 |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER S&P SMALL CAP 600® 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 year | 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 year | Total Return (b)(c) | |
Investor Class | |||||||||
12/31/2023 | $11.38 | 0.16 | 1.58 | 1.74 | (0.07) | (0.34) | (0.41) | $12.71 | 15.47% |
12/31/2022 | $14.54 | 0.14 | (2.55) | (2.41) | (0.06) | (0.69) | (0.75) | $11.38 | (16.51%) |
12/31/2021 | $12.79 | 0.13 | 3.19 | 3.32 | (0.31) | (1.26) | (1.57) | $14.54 | 25.95% |
12/31/2020 | $12.35 | 0.12 | 1.16 | 1.28 | (0.16) | (0.68) | (0.84) | $12.79 | 10.93% |
12/31/2019 | $10.79 | 0.13 | 2.25 | 2.38 | (0.07) | (0.75) | (0.82) | $12.35 | 22.29% |
Class L | |||||||||
12/31/2023 | $16.71 | 0.19 | 2.32 | 2.51 | (0.01) | (0.34) | (0.35) | $18.87 | 15.07% |
12/31/2022 | $20.94 | 0.18 | (3.68) | (3.50) | (0.04) | (0.69) | (0.73) | $16.71 | (16.67%) |
12/31/2021 | $17.83 | 0.13 | 4.43 | 4.56 | (0.19) | (1.26) | (1.45) | $20.94 | 25.61% |
12/31/2020 | $16.80 | 0.12 | 1.65 | 1.77 | (0.06) | (0.68) | (0.74) | $17.83 | 10.82% |
12/31/2019 | $14.43 | 0.14 | 3.00 | 3.14 | (0.02) | (0.75) | (0.77) | $16.80 | 21.87% |
Institutional Class | |||||||||
12/31/2023 | $ 6.08 | 0.11 | 0.83 | 0.94 | (0.15) | (0.34) | (0.49) | $ 6.53 | 15.70% |
12/31/2022 | $ 8.26 | 0.10 | (1.45) | (1.35) | (0.14) | (0.69) | (0.83) | $ 6.08 | (16.21%) |
12/31/2021 | $ 7.87 | 0.11 | 1.96 | 2.07 | (0.42) | (1.26) | (1.68) | $ 8.26 | 26.40% |
12/31/2020 | $ 7.93 | 0.10 | 0.73 | 0.83 | (0.21) | (0.68) | (0.89) | $ 7.87 | 11.47% |
12/31/2019 | $ 7.23 | 0.12 | 1.48 | 1.60 | (0.15) | (0.75) | (0.90) | $ 7.93 | 22.51% |
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(d) | ||
Supplemental Data and Ratios | ||||||
Investor Class | ||||||
12/31/2023 | $467,089 | 0.57% | 0.56% | 1.36% | 30% | |
12/31/2022 | $499,381 | 0.57% | 0.56% | 1.12% | 33% | |
12/31/2021 | $505,466 | 0.56% | 0.56% | 0.86% | 20% | |
12/31/2020 | $438,004 | 0.56% | 0.56% | 1.11% | 24% | |
12/31/2019 | $433,934 | 0.56% | 0.56% | 1.11% | 21% | |
Class L | ||||||
12/31/2023 | $ 26,796 | 0.89% | 0.81% | 1.11% | 30% | |
12/31/2022 | $ 27,993 | 0.93% | 0.81% | 1.00% | 33% | |
12/31/2021 | $ 2,609 | 0.97% | 0.81% | 0.62% | 20% | |
12/31/2020 | $ 2,121 | 0.87% | 0.81% | 0.87% | 24% | |
12/31/2019 | $117,320 | 0.86% | 0.81% | 0.88% | 21% | |
Institutional Class | ||||||
12/31/2023 | $344,521 | 0.21% | 0.21% | 1.72% | 30% | |
12/31/2022 | $319,255 | 0.21% | 0.21% | 1.44% | 33% | |
12/31/2021 | $369,318 | 0.20% | 0.20% | 1.21% | 20% | |
12/31/2020 | $357,016 | 0.20% | 0.20% | 1.47% | 24% | |
12/31/2019 | $370,621 | 0.20% | 0.20% | 1.47% | 21% |
(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) | Portfolio turnover is calculated at the Fund level. |
See Notes to Financial Statements.
Annual Report - December 31, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP GROWTH FUND
EMPOWER SMALL CAP 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 year | Net investment 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 year | Total Return(b)(c) | |
Investor Class | |||||||||
12/31/2023 | $ 8.90 | (0.07) | 1.47 | 1.40 | — | (0.00) (d) | (0.00) (d) | $10.30 | 15.76% |
12/31/2022 | $12.41 | (0.08) | (3.06) | (3.14) | (0.05) | (0.32) | (0.37) | $ 8.90 | (25.36%) |
12/31/2021 | $13.40 | (0.12) | 1.98 | 1.86 | (1.05) | (1.80) | (2.85) | $12.41 | 13.76% |
12/31/2020 | $10.89 | (0.07) | 4.00 | 3.93 | (0.85) | (0.57) | (1.42) | $13.40 | 36.90% |
12/31/2019 | $ 8.91 | (0.05) | 2.48 | 2.43 | — | (0.45) | (0.45) | $10.89 | 27.28% |
Institutional Class | |||||||||
12/31/2023 | $ 9.14 | (0.03) | 1.50 | 1.47 | — | (0.00) (d) | (0.00) (d) | $10.61 | 16.11% |
12/31/2022 | $12.68 | (0.04) | (3.13) | (3.17) | (0.05) | (0.32) | (0.37) | $ 9.14 | (25.04%) |
12/31/2021 | $13.59 | (0.07) | 1.99 | 1.92 | (1.03) | (1.80) | (2.83) | $12.68 | 14.03% |
12/31/2020 | $11.02 | (0.04) | 4.08 | 4.04 | (0.90) | (0.57) | (1.47) | $13.59 | 37.51% |
12/31/2019 | $ 8.99 | (0.02) | 2.51 | 2.49 | (0.01) | (0.45) | (0.46) | $11.02 | 27.69% |
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 loss to average net assets (after reimbursement and/or waiver, if applicable) | Portfolio turnover rate(e) | ||
Investor Class | ||||||
12/31/2023 | $ 8,975 | 1.78% | 1.19% | (0.71%) | 60% | |
12/31/2022 | $ 5,602 | 1.75% | 1.19% | (0.78%) | 60% | |
12/31/2021 | $ 7,720 | 1.60% | 1.19% | (0.85%) | 60% | |
12/31/2020 | $ 7,908 | 1.67% | 1.19% | (0.67%) | 80% | |
12/31/2019 | $ 6,521 | 1.66% | 1.19% | (0.53%) | 70% | |
Institutional Class | ||||||
12/31/2023 | $127,503 | 0.95% | 0.84% | (0.35%) | 60% | |
12/31/2022 | $101,748 | 0.95% | 0.84% | (0.43%) | 60% | |
12/31/2021 | $128,226 | 0.91% | 0.84% | (0.50%) | 60% | |
12/31/2020 | $111,767 | 0.92% | 0.84% | (0.32%) | 80% | |
12/31/2019 | $ 98,861 | 0.92% | 0.84% | (0.16%) | 70% |
(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, 2023
EMPOWER FUNDS, INC.
EMPOWER SMALL CAP VALUE FUND
EMPOWER SMALL CAP 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 year | 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 year | Total Return(b)(c) | |
Investor Class | |||||||||
12/31/2023 | $31.17 | 0.19 | 5.36 | 5.55 | (0.02) | (0.79) | (0.81) | $35.91 | 17.81% |
12/31/2022 | $35.69 | 0.23 | (3.83) | (3.60) | (0.02) | (0.90) | (0.92) | $31.17 | (10.03%) |
12/31/2021 | $29.05 | 0.14 | 8.72 | 8.86 | (1.20) | (1.02) | (2.22) | $35.69 | 30.67% |
12/31/2020 | $28.23 | 0.14 | 0.75 | 0.89 | — | (0.07) | (0.07) | $29.05 | 3.20% |
12/31/2019 | $22.75 | 0.09 | 5.52 | 5.61 | (0.00) (d) | (0.13) | (0.13) | $28.23 | 24.67% |
Institutional Class | |||||||||
12/31/2023 | $ 6.58 | 0.07 | 1.12 | 1.19 | (0.22) | (0.79) | (1.01) | $ 6.76 | 18.19% |
12/31/2022 | $ 8.40 | 0.08 | (0.92) | (0.84) | (0.08) | (0.90) | (0.98) | $ 6.58 | (9.70%) |
12/31/2021 | $ 8.00 | 0.07 | 2.40 | 2.47 | (1.05) | (1.02) | (2.07) | $ 8.40 | 31.17% |
12/31/2020 | $ 7.84 | 0.06 | 0.20 | 0.26 | (0.03) | (0.07) | (0.10) | $ 8.00 | 3.54% |
12/31/2019 | $ 6.41 | 0.05 | 1.56 | 1.61 | (0.05) | (0.13) | (0.18) | $ 7.84 | 25.17% |
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 | ||||||
12/31/2023 | $ 70,367 | 1.17% | 1.09% | 0.57% | 74% | |
12/31/2022 | $ 62,951 | 1.14% | 1.09% | 0.71% | 46% | |
12/31/2021 | $ 74,488 | 1.12% | 1.09% | 0.41% | 40% | |
12/31/2020 | $ 68,753 | 1.13% | 1.09% | 0.58% | 93% | |
12/31/2019 | $ 65,827 | 1.13% | 1.09% | 0.35% | 25% | |
Institutional Class | ||||||
12/31/2023 | $385,952 | 0.74% | 0.74% | 1.02% | 74% | |
12/31/2022 | $317,543 | 0.74% | 0.74% | 1.06% | 46% | |
12/31/2021 | $394,560 | 0.73% | 0.73% | 0.77% | 40% | |
12/31/2020 | $351,671 | 0.74% | 0.74% | 0.97% | 93% | |
12/31/2019 | $223,721 | 0.73% | 0.73% | 0.71% | 25% |
(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, 2023
EMPOWER FUNDS, INC.
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 S&P Small Cap 600® Index Fund, Empower Small Cap Growth Fund, and Empower Small Cap Value Fund (each a Fund, collectively 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 S&P Small Cap 600® Index Fund - seeks investment results that track the total return of the common stocks that comprise the Standard & Poor’s SmallCap 600® Index
Empower Small Cap Growth Fund - seeks long-term capital appreciation
Empower Small Cap Value Fund - seeks long-term capital growth
The Funds each offer two share classes referred to as Investor Class and Institutional Class shares except the Empower S&P Small Cap 600® Index Fund. The Empower S&P Small Cap 600® Index Fund offers three share classes, referred to as Investor Class, Class L 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 (Board of Directors) has adopted policies and procedures for the valuation of each Fund's securities and assets, and has appointed the Fair Value Pricing Committee of the investment adviser, Empower Capital Management, LLC (ECM or the Adviser), to complete valuation determinations under those policies and procedures. Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors approved the Adviser as the Funds' valuation designee to make all fair value determinations with respect to the Funds' investments, subject to oversight by the Board of Directors.
Each Fund generally value their 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.
Annual Report - December 31, 2023
For securities that are traded on only one exchange, the last sale price as of the close of business of that exchange will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities traded on more than one exchange, or upon one or more exchanges and in the over-the-counter (OTC) market, the last sale price as of the close of business on the market which the security is traded most extensively will be used. If the closing price is not available, the current bid as of the close of business will be used. For securities that principally trade on the NASDAQ National Market System, the NASDAQ official closing price will be used.
For private equity securities that are not traded on an exchange, an appropriate source, which may include the use of an internally developed or approved valuation model, a different external pricing vendor, or sourcing a price from a broker will be used. Valuation of these securities will be reviewed regularly by the Fair Value Pricing Committee.
Short term securities purchased with less than 60 days remaining until maturity and all U.S. Treasury Bills are valued on the basis of amortized cost, which has been determined to approximate fair value. Short term securities purchased with more than 60 days remaining until maturity are valued using pricing services, or in the event a price is not available from a pricing service, may be priced using other methodologies approved by the Board of Directors, including model pricing or pricing on the basis of quotations from brokers or dealers, and will continue to be priced until final maturity.
For derivatives that are traded on an exchange, the last sale price as of the close of business of the exchange will be used. For derivatives traded OTC, independent pricing services will be utilized when possible. If a price cannot be located from the primary source, other appropriate sources, which may include the use of an internally developed valuation model, another external pricing vendor or sourcing a price from a broker, may be used.
Independent pricing services are approved by the Board of Directors and are utilized for all investment types when available. In some instances valuations from independent pricing services are not available or do not reflect events in the market between the time the market closed and the valuation time and therefore fair valuation procedures are implemented. The fair value for some securities may be obtained from pricing services or other pricing sources. The inputs used by the pricing services are reviewed quarterly or when the pricing vendor issues updates to its pricing methodologies. Broker quotes are analyzed through an internal review process, which includes a review of known market conditions and other relevant data. Developments that might trigger fair value pricing could be natural disasters, government actions or fluctuations in domestic and foreign markets.
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 |
Short Term Investments | Maturity date, credit quality and interest rates |
Futures Contracts | Exchange traded close price |
The Funds classify their valuations into three levels based upon the observability of inputs to the valuation of each Fund’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:
Level 1 – Unadjusted quoted prices for identical securities in active markets.
Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.
Level 3 – Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect a Fund’s own assumptions and would be based on the best information available under the circumstances.
As of December 31, 2023, all of the Funds' investments are valued using Level 1 inputs, except for Short Term Investments, which are valued using Level 2 inputs. More information regarding the sector classifications, as applicable, are included in the Schedule of Investments.
Annual Report - December 31, 2023
Repurchase Agreements
A Fund may engage in repurchase agreement transactions with institutions that the Funds’ investment adviser has determined are creditworthy. A Fund that engages in repurchase agreement transactions will purchase securities at a specified price with an agreement to sell the securities to the same counterparty at a specified time, price and interest rate. The Funds' custodian and/or securities lending agent receives delivery of the underlying securities collateralizing a repurchase agreement. Collateral is at least equal to the value of the repurchase obligation including interest. A repurchase 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. 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 semi-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.
The tax character of distributions paid during the years ended December 31, 2023 and 2022 were as follows:
Empower S&P Small Cap 600® Index Fund | |||
2023 | 2022 | ||
Ordinary income | $10,150,109 | $9,939,571 | |
Long-term capital gain | 30,101,584 | 63,136,446 | |
$40,251,693 | $73,076,017 |
Empower Small Cap Growth Fund | |||
2023 | 2022 | ||
Ordinary income | $- | $591,807 | |
Long-term capital gain | 28,434 | 3,511,099 | |
$28,434 | $4,102,906 |
Empower Small Cap Value Fund | |||
2023 | 2022 | ||
Ordinary income | $10,822,463 | $3,610,055 | |
Long-term capital gain | 42,437,873 | 41,551,687 | |
$53,260,336 | $45,161,742 |
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 adjustments for real estate investment trusts.
Annual Report - December 31, 2023
Capital accounts within the financial statements are adjusted for permanent book-tax differences, and are not adjusted for temporary book-tax differences which will reverse in a subsequent period. Accordingly, the Funds have reclassified the below amounts between Undistributed/accumulated earnings to Paid-in Capital for December 31, 2023. Net assets of each Fund were unaffected by the reclassifications.
Paid-in Capital | Undistributed Net Investment Income | Accumulated Net Realized Gain | ||||
Empower S&P Small Cap 600® Index Fund | $ — | $(1,441,828) | $ 1,441,828 | |||
Empower Small Cap Growth Fund | (319,702) | 413,079 | (93,377) | |||
Empower Small Cap Value Fund | — | 6,371,434 | (6,371,434) |
The tax components of capital shown in the following tables represent distribution requirements each Fund must satisfy under the income tax regulations, losses each 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, 2023, the components of distributable earnings on a tax basis were as follows:
Empower S&P Small Cap 600® Index Fund | |
Undistributed net investment income | $673,159 |
Undistributed long-term capital gains | 15,337,352 |
Capital loss carryforwards | — |
Post-October losses | — |
Net unrealized appreciation | 97,713,377 |
Tax composition of capital | $113,723,888 |
Empower Small Cap Growth Fund | |
Undistributed net investment income | $— |
Undistributed long-term capital gains | 168,452 |
Capital loss carryforwards | — |
Post-October losses | — |
Net unrealized appreciation | 15,599,733 |
Tax composition of capital | $15,768,185 |
Empower Small Cap Value Fund | |
Undistributed net investment income | $— |
Undistributed long-term capital gains | 6,453,880 |
Capital loss carryforwards | — |
Post-October losses | — |
Net unrealized appreciation | 56,365,947 |
Tax composition of capital | $62,819,827 |
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, 2023 were as follows:
Federal Tax Cost of Investments | Gross Unrealized Appreciation on Investments | Gross Unrealized Depreciation on Investments | Net Unrealized Appreciation on Investments | ||||
Empower S&P Small Cap 600® Index Fund | $748,325,522 | $180,476,010 | $(82,762,633) | $97,713,377 | |||
Empower Small Cap Growth Fund | 120,826,888 | 24,170,437 | (8,570,704) | 15,599,733 | |||
Empower Small Cap Value Fund | 395,498,037 | 76,615,576 | (20,249,629) | 56,365,947 |
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:
Annual Report - December 31, 2023
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.
This Fund may be exposed to additional risks from investing in derivatives, such as liquidity and counterparty credit risk. Liquidity risk is the risk that this 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 this 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.
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. As of December 31, 2023, the Empower S&P Small Cap 600® Index Fund utilized futures contracts.
Futures contracts are reported in a table following the Schedule of Investments. Upon entering into a futures contract, This 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 this 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 this 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.
The following tables represent the average month-end volume of each Fund’s derivative transactions, if any, during the reporting period:
Empower S&P Small Cap 600® Index Fund | |
Futures Contracts: | |
Average long contracts | 85 |
Average notional long | $7,755,046 |
Derivative Financial Instruments Categorized by Risk Exposure
Valuation of derivative investments as of December 31, 2023 is as follows:
Empower S&P Small Cap 600® Index Fund
Asset Derivatives | ||||
Risk Exposure | Statement of Assets and Liabilities Location | Fair Value | ||
Equity contracts (futures contracts) | Net unrealized appreciation on futures contracts | $176,581 (a) |
(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. |
Annual Report - December 31, 2023
The effect of derivative investments for the year ended December 31, 2023 is as follows:
Empower S&P Small Cap 600® Index Fund
Realized Gain or (Loss) | Change in Unrealized Appreciation or (Depreciation) | |||||
Risk Exposure | Statement of Operations Location | Statement of Operations Location | ||||
Equity contracts (futures contracts) | Net realized loss on futures contracts | $(923,176) | Net change in unrealized appreciation on futures contracts | $85,224 |
3. 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 of December 31, 2023. As compensation for its services to Empower Funds, the Adviser 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 S&P Small Cap 600® Index Fund | 0.19% up to $1 billion dollars |
0.14% over $1 billion dollars | |
0.09% over $2 billion dollars | |
Empower Small Cap Growth Fund | 0.83% up to $1 billion dollars |
0.78% over $1 billion dollars | |
0.73% over $2 billion dollars | |
Empower Small Cap Value Fund | 0.71% |
The Adviser 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, 2024 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 S&P Small Cap 600® Index Fund | 0.21% |
Empower Small Cap Growth Fund | 0.84% |
Empower Small Cap Value Fund | 0.74% |
The Adviser is permitted upon approval by the Board of Directors 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. At December 31, 2023, the amounts subject to recoupment were as follows:
Empower S&P Small Cap 600® Index Fund
Expires December 31, 2024 | Expires December 31, 2025 | Expires December 31, 2026 | Recoupment of Past Reimbursed Fees by the Adviser | |||
$18,348 | $95,525 | $74,765 | $0 |
Annual Report - December 31, 2023
Empower Small Cap Growth Fund
Expires December 31, 2024 | Expires December 31, 2025 | Expires December 31, 2026 | Recoupment of Past Reimbursed Fees by the Adviser | |||
$120,127 | $155,131 | $149,900 | $0 |
Empower Small Cap Value Fund
Expires December 31, 2024 | Expires December 31, 2025 | Expires December 31, 2026 | Recoupment of Past Reimbursed Fees by the Adviser | |||
$19,949 | $42,066 | $113,843 | $0 |
The Adviser and Empower Funds entered into a sub-advisory agreement with and is responsible for compensating the Sub-Advisers below for their services:
Empower S&P Small Cap 600® Index Fund - Irish Life Investment Managers Limited (ILIM), an affiliate of the Adviser and Empower of America. ILIM receives a monthly compensation for its services at the annual rate of 0.013% of the Fund’s net assets.
Empower Small Cap Growth Fund - Lord, Abbett & Co. LLC and Peregrine Capital Management LLC
Empower Small Cap Value Fund - Hotchkis & Wiley Capital Management, LLC and Loomis, Sayles & Company, L.P.
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 and Class L shares of the Empower S&P Small Cap 600® Index Fund, a fee equal to 0.35% of the average daily net asset value of the applicable share class.
Empower Financial Services, Inc (the Distributor), is a wholly-owned subsidiary of Empower of America and the principal underwriter to distribute and market the Funds. The Empower S&P Small Cap 600® Index Fund has entered into a plan of distribution which provides for compensation for distribution of Class L shares and for providing or arranging for the provision of services to Class L shareholders. The distribution plan provides for a maximum fee equal to an annual rate of 0.25% of the average daily net assets of the Class L shares.
Certain officers of Empower Funds are also directors and/or officers of Empower of America or its subsidiaries. No officer or interested director of Empower Funds receives any compensation directly from Empower Funds. The total compensation paid to the independent directors with respect to all forty-five funds for which they serve as directors was $1,223,500 for the fiscal year ended December 31, 2023.
4. PURCHASES AND SALES OF INVESTMENTS
For the year ended December 31, 2023, 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 S&P Small Cap 600® Index Fund | $242,111,577 | $372,089,769 | |
Empower Small Cap Growth Fund | 75,148,515 | 67,289,739 | |
Empower Small Cap Value Fund | 351,014,580 | 341,640,786 |
Annual Report - December 31, 2023
For the same period, the aggregate cost of purchases and proceeds from sales of long-term U.S. Government securities were as follows:
Purchases | Sales | ||
Empower Small Cap Value Fund | $2,111,452 | $1,799,032 | |
5. 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 of Directors. 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 Repurchase Agreements collateralized by U.S. Government or U.S. Government Agency securities. 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. As of December 31, 2023, 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 S&P Small Cap 600® Index Fund | $21,869,098 | $22,928,500 | |
Empower Small Cap Growth Fund | 3,039,167 | 3,172,074 | |
Empower Small Cap Value Fund | 5,775,441 | 6,007,830 | |
Under the securities lending agreement, the collateral pledged is, by definition, the securities loaned against the cash borrowed. The following tables summarizes the cash collateral liability under the securities lending agreement by class of securities loaned as of December 31, 2023. Additional information regarding each Fund's securities on loan is included in the Schedule of Investments.
Empower S&P Small Cap 600® Index Fund | Total (a) |
Common Stocks | $22,928,500 |
Total secured borrowings | $22,928,500 |
Empower Small Cap Growth Fund | Total (a) |
Common Stocks | $3,172,074 |
Total secured borrowings | $3,172,074 |
Empower Small Cap Value Fund | Total (a) |
Common Stocks | $6,007,830 |
Total secured borrowings | $6,007,830 |
(a) | The remaining contractual maturity of the secured borrowing related to each class of collateral is overnight and continuous. |
Annual Report - December 31, 2023
6. 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.
7. SUBSEQUENT EVENTS
Effective January 12, 2024, the Federal Income Taxes and Distributions to Shareholders section was amended and distributions to shareholders from net investment income of each Fund, if any, are declared and paid annually.
Management has reviewed all events subsequent to December 31, 2023, including the estimates inherent in the process of preparing these financial statements, through the date the financial statements were issued. No subsequent events requiring adjustment or disclosure have occurred other than what is disclosed above.
Annual Report - December 31, 2023
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 statements of assets and liabilities, including the schedules of investments of, Empower S&P Small Cap 600 Fund, Empower Small Cap Growth Fund, and Empower Small Cap Value Fund (the “Funds”), three of the funds comprising Empower Funds, Inc., as of December 31, 2023, the related statements 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 each of the Funds as of December 31, 2023, and the results of their operations for the year then ended; the changes in their 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 Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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 Funds are not required to have, nor were we engaged to perform, an audit of their 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 Funds’ 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, 2023, by correspondence with the custodian and brokers; when replies were not received from 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, 2024
February 23, 2024
We have served as the auditor of one or more Empower investment companies since 1982.
TAX INFORMATION (unaudited)
Dividends paid by each Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders. Of the ordinary income distributions declared for the year ended December 31, 2023, the following are the percentages that qualify for the dividend received deduction available to each Fund's corporate shareholders.
Percent of Ordinary Income Distributions Qualifying for Dividends Received | |
Empower S&P Small Cap 600® Index Fund | 98% |
Empower Small Cap Growth Fund | 0% |
Empower Small Cap Value Fund | 67% |
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 80 | Chair & Independent Director | Since 2016 (as Chair) Since 2007 (as Independent Director) | Managing Attorney, Klapper Law Firm; Member/Director, The Colorado Forum; Manager, 6K Ranch, LLC; and former Director, Guaranty Bancorp | 45 | Director, Gold, Inc. |
James A. Hillary*** 8515 East Orchard Road, Greenwood Village, CO 80111 60 | 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; 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 64 | 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 69 | Independent Director | Since 2017 | Managing Member, Lake Advisors, LLC; Member, Gart Capital Partners, LLC; and Executive Member, Sage Enterprise Holdings, LLC | 45 | N/A |
Stephen G. McConahey 8515 East Orchard Road, Greenwood Village, CO 80111 80 | 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 40 | Director, President & Chief Executive Officer | Since 2020 | Executive 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 40 | Director, President & Chief Executive Officer | Since 2020 | Executive 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 EAG | 45 | N/A |
Katherine Stoner 8515 East Orchard Road, Greenwood Village, CO 80111 67 | Chief Compliance Officer | Since 2016 | Vice President, Compliance Empower Investments, Empower; Chief Compliance Officer, ECM and EAG | N/A | N/A |
Ryan L. Logsdon 8515 East Orchard Road, Greenwood Village, CO 80111 49 | Chief Legal Officer & Secretary | Since 2010 (as Secretary) Since 2021 (as Chief Legal Officer) | Vice President, Deputy General Counsel & Corporate Secretary, Empower, Empower of America & Empower of NY; Vice President & Counsel, ECM; 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 48 | Chief Financial Officer & Treasurer | Since 2021 | Vice President, Fund Administration, Empower; Chief Financial Officer & Treasurer, ECM; Vice President & Treasurer, CITs, Empower Trust Company, LLC (“ETC”); formerly, Assistant Treasurer Empower Funds, ECM & ETC | 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 |
John A. Clouthier 8515 East Orchard Road, Greenwood Village, CO 80111 56 | Assistant Treasurer | Since 2007 | Vice President, Fund 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 43 | Derivatives Risk Manager | Since 2022 | 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 Inflation-Protected Securities Fund, Empower Mid Cap Value Fund and other series of Empower 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 International Growth Fund, Empower Large Cap Growth Fund and other series of Empower 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 International Growth Fund, Empower Large Cap Growth Fund and other series of Empower Funds. Mr. Hudner has personal investments in the following: (1) a mutual fund advised by Lazard Asset Management LLC, a Sub-Adviser of the Empower Emerging Markets Equity Fund, (2) a mutual fund advised by Massachusetts Financial Services Company, a Sub-Adviser of the Empower International Value Fund, and (3) 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. 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.empower.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 to its reports on Form N-PORT. Empower Funds’ Form N-PORT reports 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 on 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.
(c) During the period covered by this report, there have been no amendments to the registrant’s Code of Ethics.
(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: $1,031,500 for fiscal year 2022 and $1,050,700 for fiscal year 2023.
(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: $42,000 for fiscal year 2022 and $44,680 for fiscal year 2023. 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 2022 and $0 for fiscal year 2023.
(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 Securities Exchange Commission 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 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 2022 equaled $1,022,840 and for fiscal year 2023 equaled $1,795,449.
(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 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.
ITEM 12. DISCLOSURE OF LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable.
ITEM 13. EXHIBITS.
(3) Not applicable.
(4) Not applicable.
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.
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.
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
Director, President & Chief Executive Officer
Director, President & Chief Executive Officer
Date:February 23, 2024
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
Director, President & Chief Executive Officer
Director, President & Chief Executive Officer
Date:February 23, 2024
By: | /s/ Kelly B. New |
Kelly B. New
Chief Financial Officer & Treasurer
Chief Financial Officer & Treasurer
Date:February 23, 2024