July 19, 2024
Empower Funds, Inc.
8515 East Orchard Road
Greenwood Village, Colorado 80111
Ladies and Gentlemen:
I have acted as counsel to Empower Funds, Inc. (“Empower Funds”), a corporation organized under the laws of Maryland, in connection with the preparation and filing of Empower Fund’s Registration Statement on Form N-14 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which relates to the issuance of Institutional Class and Investor Class shares of common stock, par value $0.10 per share (the “Shares”), of the Empower Mid Cap Value Fund in connection with the reorganization of the Empower Ariel Mid Cap Value Fund (the “Target Fund”) into the Empower Mid Cap Value Fund (the “Acquiring Fund”).
I have examined the originals or copies, certified or otherwise identified to my satisfaction, of the Articles of Amendment and Articles Supplementary, Amended and Restated By-Laws, each as amended to date; the resolutions adopted by the Board of Directors of Empower Funds relating to the Agreement and Plan of Reorganization (the “Agreement”), the authorization and issuance of the Shares pursuant to the Agreement, the filing of the Registration Statement and any amendments or supplements thereto and related matters; a draft of the Agreement; and certificates and such other documents, instruments and records as I have deemed necessary or appropriate as a basis to render this opinion. For purposes of the foregoing, I have assumed the genuineness of all signatures and the conformity to the original of all copies.
Based on and subject to the foregoing, I am of the opinion that the Shares of the Acquiring Fund to be issued pursuant to the Registration Statement, when issued in accordance with the terms and conditions of the Agreement, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules or regulations of the SEC.
Sincerely,
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| Ryan L. Logsdon | | |
| Chief Legal Officer & Secretary |
