Deloitte & Touche LLP – ‘40-17F2’ on 10/24/23 re: Empower Funds, Inc.

On:  Tuesday, 10/24/23, at 3:23pm ET   ·   Effective:  10/24/23   ·   Accession #:  1050269-23-16   ·   File #:  811-03364

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Certificate of Accounting of Securities in the Custody of an Investment Company   —   Form N-17f-2   —   Rule 17f-2   —   ICA’40

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-17F2     Certificate of Accounting of Securities in the         4±    14K 
                Custody of an Investment Company                                 


UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C.  20549                                                         
                                       -----------------------------
FORM N-17f-2                                        OMB Approval                
                                       -----------------------------
Certificate of Accounting of Securities and  OMB Number:         3235-0360      
Similar Investments in the Custody           Expires:         Feb 29, 2024      
of Management Investment Companies           Estimate average burden hours      
                                         per response . . . . . 1.90
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]    -----------------------------      

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1. Investment Company Act File Number: 811-03364                                
Date examination completed: June 30, 2023                                       

2. State identification Number:                                                 
AL      AK      AZ      AR      CA      CO X                                    
CT      DE      DC      FL      GA      HI                                      
ID      IL      IN      IA      KS      KY                                      
LA      ME      MD      MA      MI      MN                                      
MS      MO      MT      NE      NV      NH                                      
NJ      NM      NY      NC      ND      OH                                      
OK      OR      PA      RI      SC      SD                                      
TN      TX      UT      VT      VA      WA                                      
WV      WI      WY      PUERTO RICO                                             
Other (specify):                                                                

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3. Exact name of investment company as specified in registration                
statement: Empower Funds, Inc.                                                  

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4. Address of principal executive office (number, street, city,                 
state, zip code): 8515 East Orchard Rd                                          
Greenwood Village, CO 80111                                                     

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INDEPENDENT ACCOUNTANTS' REPORT                                                 

To the Board of Directors of the Empower Funds, Inc.:                           

We have examined management's assertion, included in the accompanying           
Management Assertion Regarding Compliance with Rule 17f-2 Under the             
Investment Company Act of 1940, that Empower Aggressive Profile Fund,           
Empower Conservative Profile Fund, Empower Moderate Profile Fund,               
Empower Moderately Aggressive Profile Fund, Empower Moderately Conservative     
Profile Fund, Empower SecureFoundation(r) Balanced Fund, Empower Lifetime       
2015 Fund, Empower Lifetime 2020 Fund, Empower Lifetime 2025 Fund, Empower      
Lifetime 2030 Fund, Empower Lifetime 2035 Fund, Empower Lifetime 2040 Fund,     
Empower Lifetime 2045 Fund, Empower Lifetime 2050 Fund, Empower Lifetime        
2055 Fund, Empower Lifetime 2060 Fund, and Empower Global Bond Fund (each a     
"Fund", collectively the "Funds") of the Empower Funds, Inc. complied with      
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment     
Company Act of 1940 (the "specified requirements") as of June 30, 2023, with    
respect to securities reflected in the investment account of the Funds.         
The Funds' management is responsible for its assertion. Our responsibility      
is to express an opinion on management's assertion about the Funds'             
compliance with the specified requirements based on our examination.            

Our examination was conducted in accordance with attestation standards          
established by the American Institute of Certified Public Accountants. Those    
standards require that we plan and perform the examination to obtain            
reasonable assurance about whether management's assertion about compliance      
with the specified requirements is fairly stated, in all material respects.     
An examination involves performing procedures to obtain evidence about          
management's assertion. The nature, timing, and extent of the procedures        
selected depend on our judgment, including an assessment of the risks of        
material misstatement of management's assertion, whether due to fraud or        
error. We believe that the evidence we obtained is sufficient and appropriate   
to provide a reasonable basis for our opinion.                                  

We are required to be independent and to meet our other ethical                 
responsibilities in accordance with relevant ethical requirements relating      
to the engagement.                                                              

Included among our procedures were the following tests performed as of          
June 30, 2023, and with respect to agreement of security purchases and          
sales, for the period from December 31, 2022 (the date of our last              
examination) through June 30, 2023:                                             

1. Confirmation of all securities held by institutions in book-entry            
form with The Depository Trust Company, the Federal Reserve, or by              
various foreign sub-custodians.                                                 

2. Confirmation of all relevant securities held with the transfer               
agent, DST Asset Manager Solutions, Inc. ("DST").                               

3. Confirmation of all securities hypothecated, pledged, placed in              
escrow, or out for transfer with brokers, pledgees, and/or transfer             
agents.                                                                         

4. Reconciliation of all such securities to the books and records of            
the Funds and DST or the Bank of New York Mellon (the "Custodian").             

5. Agreement of 17 security purchases and 17 security sales since               
our last report from the books and records of the Funds to DST                  
trade records or to subsequent settlement in cash records provided              
by the Custodian.                                                               

Our examination does not provide a legal determination on the Funds'            
compliance with specified requirements.                                         

In our opinion, management's assertion that each of the Funds listed            
above of the Empower Funds, Inc. complied with the requirements of              
subsections (b) and (c) of Rule 17f-2 of the Investment Company Act             
of 1940 as of June 30, 2023, with respect to securities reflected in            
the investment account of the Funds is fairly stated, in all material           
respects.                                                                       

This report is intended solely for the information and use of                   
management and the Board of Directors of Empower Funds, Inc. and the            
U.S. Securities and Exchange Commission and is not intended to be,              
and should not be, used by anyone other than these specified parties.           

/s/DELOITTE & TOUCHE LLP                                                        

Denver, Colorado                                                                
October 24, 2023                                                                

MANAGEMENT'S ASSERTION REGARDING COMPLIANCE WITH RULE 17F-2                     
UNDER THE INVESTMENT COMPANY ACT OF 194                                         

We, as members of management of Empower Aggressive Profile Fund,                
Empower Conservative Profile Fund, Empower Moderate Profile Fund,               
Empower Moderately Aggressive Profile Fund, Empower Moderately                  
Conservative Profile Fund, Empower SecureFoundation(r) Balanced Fund,           
Empower Lifetime 2015 Fund, Empower Lifetime 2020 Fund, Empower                 
Lifetime 2025 Fund, Empower Lifetime 2030 Fund, Empower Lifetime                
2035 Fund, Empower Lifetime 2040 Fund, Empower Lifetime 2045 Fund,              
Empower Lifetime 2050 Fund, Empower Lifetime 2055 Fund, Empower                 
Lifetime 2060 Fund, and Empower Global Bond Fund (each a "Fund",                
collectively the "Funds") of the Empower Funds, Inc., are                       
responsible for complying with the requirements of subsections                  
(b) and (c) of Rule 17f-2, "Custody of Investments by Registered                
Management Investment Companies," of the Investment Company Act                 
of 1940. We are also responsible for establishing and maintaining               
effective internal controls over compliance with those                          
requirements. We have performed an evaluation of each of the                    
Fund's compliance with the requirements of subsections (b) and                  
(c) of Rule 17f-2 as of June 30, 2023 and from December 31, 2022                
through June 30, 2023.                                                          

Based on this evaluation, we assert that each of the Funds were in              
compliance with the requirements of subsections (b) and (c) of                  
Rule 17f-2 of the Investment Company Act of 1940 as of J                        
une 30, 2023, with respect to securities reflected in the investment            
accounts of the Funds.                                                          

Empower Funds, Inc.                                                             

By:                                                                             

/s/ Jonathan D. Kreider                                                         
Jonathan D. Kreider                                                             
President & Chief Executive Officer, Empower Funds, Inc.                        

/s/ Kelly New                                                                   
Kelly New                                                                       
Chief Financial Officer & Treasurer, Empower Funds, Inc.                        

/s/ Ryan Logsdon                                                                
Ryan Logsdon                                                                    
Chief Legal Officer & Secretary, Empower Funds, Inc.                            

October 24, 2023                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-17F2’ Filing		Date		Other Filings
Filed on / Effective on:		10/24/23
		6/30/23		N-CSRS,  N-MFP2,  N-PX,  NPORT-P
		12/31/22		24F-2NT,  N-CEN,  N-CSR,  N-MFP2,  NPORT-P
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