Great-West Funds, Inc. 485BPOS
EMPOWER FUNDS, INC.
(“Empower Funds”) 
Empower Lifetime 2015 Fund
Institutional Class Ticker: MXNYX
Investor Class Ticker: MXLYX
Service Class Ticker: MXLZX
Empower Lifetime 2020 Fund
Institutional Class Ticker: MXAKX
Investor Class Ticker: MXAGX
Service Class Ticker: MXAHX
Empower Lifetime 2025 Fund
Institutional Class Ticker: MXQBX
Investor Class Ticker: MXELX
Service Class Ticker: MXFLX
Empower Lifetime 2030 Fund
Institutional Class Ticker: MXAYX
Investor Class Ticker: MXATX
Service Class Ticker: MXAUX
Empower Lifetime 2035 Fund
Institutional Class Ticker: MXTBX
Investor Class Ticker: MXKLX
Service Class Ticker: MXLLX
Empower Lifetime 2040 Fund
Institutional Class Ticker: MXBGX
Investor Class Ticker: MXBDX
Service Class Ticker: MXBEX
Empower Lifetime 2045 Fund
Institutional Class Ticker: MXWEX
Investor Class Ticker: MXQLX
Service Class Ticker: MXRLX
Empower Lifetime 2050 Fund
Institutional Class Ticker: MXBSX
Investor Class Ticker: MXBOX
Service Class Ticker: MXBQX
Empower Lifetime 2055 Fund
Institutional Class Ticker: MXZHX
Investor Class Ticker: MXWLX
Service Class Ticker: MXXLX
Empower Lifetime 2060 Fund
Institutional Class Ticker: MXGUX
Investor Class Ticker: MXGNX
Service Class Ticker: MXGQX
(the “Fund(s)”)
Shares of each Fund are sold to insurance company separate accounts for certain variable annuity contracts and variable life insurance policies (“variable contracts”), to individual retirement account (“IRA”) custodians or trustees, to plan sponsors of retirement plans, and to college savings programs (collectively, “Permitted Accounts”). Therefore, you cannot purchase shares of the Funds directly; rather you must invest through a Permitted Account that makes one or more of the Funds available for investment.
This Prospectus contains important information about the Funds that you should consider before investing. Please read it carefully and save it for future reference.
This Prospectus does not constitute an offer to sell securities in any state or other jurisdiction to any person to whom it is unlawful to make such an offer in such state or other jurisdiction.
The Securities and Exchange Commission (“SEC”) has not approved or disapproved
these securities or passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
The date of this Prospectus is April 30, 2024
Table of Contents 
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
Purchase and Sale of Fund Shares
Tax Information
Payments to Insurers, Broker-Dealers and Other Financial Intermediaries
More Information About the Funds
Management and Organization
Shareholder Information
Financial Highlights
Additional Information
Empower Lifetime 2015 Fund
Investment Objective
The Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.35%
0.35%
0.35%
Total Annual Fund Operating Expenses1
0.47%
0.82%
0.92%
Fee Waiver and Expense Reimbursement2
0.05%
0.05%
0.05%
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
0.42%
0.77%
0.87%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2
The investment adviser has contractually agreed to reduce its management fee by 0.35% of the amount the Fund allocates to a fixed interest contract issued and guaranteed by Empower Annuity Insurance Company of America. The agreement’s current term ends on April 30, 2025, and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or the investment adviser upon written notice within 90 days of the end of the current term.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that the fee waiver and expense reimbursement is in place for the first year, that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2015 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$43
$146
$258
$587
Investor Class
$79
$257
$450
$1,009
Service Class
$89
$288
$504
$1,127
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 14% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors who retired in (or otherwise began using the invested funds on), or close to, 2015 (which is assumed to be at age 65). The mutual funds and the Contract are referred to as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after
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retirement. Depending on its risk profile and proximity to 2015, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 25-45% of its net assets in Underlying Funds that invest primarily in equity securities, 50-70% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
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Large Cap
15.66%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
6.71%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
2.93%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
8.30%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
2.88%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
41.16%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.12%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
19.24%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
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•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
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Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be
5
based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Mortgage-Backed Securities Risk - Mortgage-backed securities represent interests in pools of commercial or residential mortgages that are subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) when mortgage rates fall or more slowly than expected (extension risk) when mortgage rates rise, which may affect the yield, average life and price of the securities. Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
Asset-Backed Securities Risk - Asset-backed securities represent interests in pools of assets, including consumer loans, auto loans, student loans, or receivables held in trust. The value of asset-backed securities may be affected by certain factors such as interest rate risk; the credit performance of the pool of underlying assets; the creditworthiness of the servicing agent or the originator of the underlying assets; the ability of the servicing agent to service the underlying collateral; and the availability of information concerning the pool of underlying assets and its structure. Asset-backed securities are also subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) in a declining interest rate environment or more slowly than expected (extension risk) in a rising interest rate environment.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause
6
unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for the last ten calendar years and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
11.00%
Worst Quarter
March 31, 2020
-10.68%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
Empower Lifetime 2015 Fund Institutional Class
10.69%
6.44%
N/A
4.98%
5/1/2015
Empower Lifetime 2015 Fund Investor Class
10.33%
6.07%
4.87%
N/A
 
Empower Lifetime 2015 Fund Service Class
10.18%
5.96%
4.78%
N/A
 
MSCI ACWI Index (reflects no deduction for fees,
expenses or taxes)
22.20%
11.72%
7.93%
8.04%
 
Morningstar Lifetime Moderate 2015 Index (reflects no
deduction for fees, expenses or taxes)
10.68%
5.82%
4.71%
4.51%
 
Investment Adviser
ECM
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Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2014
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
8
Empower Lifetime 2020 Fund
Investment Objective
The Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.37%
0.37%
0.37%
Total Annual Fund Operating Expenses1
0.49%
0.84%
0.94%
Fee Waiver and Expense Reimbursement2
0.04%
0.04%
0.04%
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
0.45%
0.80%
0.90%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2
The investment adviser has contractually agreed to reduce its management fee by 0.35% of the amount the Fund allocates to a fixed interest contract issued and guaranteed by Empower Annuity Insurance Company of America. The agreement’s current term ends on April 30, 2025, and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or the investment adviser upon written notice within 90 days of the end of the current term.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that the fee waiver and expense reimbursement is in place for the first year, that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2020 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$46
$153
$270
$612
Investor Class
$82
$264
$462
$1,033
Service Class
$92
$296
$516
$1,151
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 27% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors who retired in (or otherwise began using the invested funds on), or close to, 2020 (which is assumed to be at age 65). The mutual funds and the Contract are referred to as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after
9
retirement. Depending on its risk profile and proximity to 2020, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 30-50% of its net assets in Underlying Funds that invest primarily in equity securities, 45-65% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
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Large Cap
16.96%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
7.27%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
3.52%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
9.56%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
3.42%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
40.14%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.19%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
15.94%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
11
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
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Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be
13
based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Mortgage-Backed Securities Risk - Mortgage-backed securities represent interests in pools of commercial or residential mortgages that are subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) when mortgage rates fall or more slowly than expected (extension risk) when mortgage rates rise, which may affect the yield, average life and price of the securities. Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
Asset-Backed Securities Risk - Asset-backed securities represent interests in pools of assets, including consumer loans, auto loans, student loans, or receivables held in trust. The value of asset-backed securities may be affected by certain factors such as interest rate risk; the credit performance of the pool of underlying assets; the creditworthiness of the servicing agent or the originator of the underlying assets; the ability of the servicing agent to service the underlying collateral; and the availability of information concerning the pool of underlying assets and its structure. Asset-backed securities are also subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) in a declining interest rate environment or more slowly than expected (extension risk) in a rising interest rate environment.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause
14
unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for each full calendar year since inception and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
11.91%
Worst Quarter
March 31, 2020
-12.01%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Since
Inception
Inception
Date
Empower Lifetime 2020 Fund Institutional Class
11.30%
6.82%
6.07%
4/28/2016
Empower Lifetime 2020 Fund Investor Class
10.97%
6.45%
5.71%
4/28/2016
Empower Lifetime 2020 Fund Service Class
10.86%
6.36%
5.62%
4/28/2016
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)
22.20%
11.72%
9.84%
 
Morningstar Lifetime Moderate 2020 Index (reflects no deduction for
fees, expenses or taxes)
11.31%
6.15%
5.48%
 
Investment Adviser
ECM
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Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2016
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
16
Empower Lifetime 2025 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2025, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.38%
0.38%
0.38%
Total Annual Fund Operating Expenses1
0.50%
0.85%
0.95%
Fee Waiver and Expense Reimbursement2
0.03%
0.03%
0.03%
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
0.47%
0.82%
0.92%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2
The investment adviser has contractually agreed to reduce its management fee by 0.35% of the amount the Fund allocates to a fixed interest contract issued and guaranteed by Empower Annuity Insurance Company of America. The agreement’s current term ends on April 30, 2025, and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or the investment adviser upon written notice within 90 days of the end of the current term.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that the fee waiver and expense reimbursement is in place for the first year, that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2025 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$48
$157
$277
$625
Investor Class
$84
$268
$468
$1,046
Service Class
$94
$300
$523
$1,164
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 20% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2025 (which is assumed to be at age 65). The mutual funds and the Contract are referred to
17
as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2025, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 40-60% of its net assets in Underlying Funds that invest primarily in equity securities, 40-60% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
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Large Cap
18.72%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
8.03%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
4.29%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
11.20%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
4.14%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
37.76%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.29%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
12.57%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
19
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
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Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other
21
governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Mortgage-Backed Securities Risk - Mortgage-backed securities represent interests in pools of commercial or residential mortgages that are subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) when mortgage rates fall or more slowly than expected (extension risk) when mortgage rates rise, which may affect the yield, average life and price of the securities. Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
Asset-Backed Securities Risk - Asset-backed securities represent interests in pools of assets, including consumer loans, auto loans, student loans, or receivables held in trust. The value of asset-backed securities may be affected by certain factors such as interest rate risk; the credit performance of the pool of underlying assets; the creditworthiness of the servicing agent or the originator of the underlying assets; the ability of the servicing agent to service the underlying collateral; and the availability of information concerning the pool of underlying assets and its structure. Asset-backed securities are also subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) in a declining interest rate environment or more slowly than expected (extension risk) in a rising interest rate environment.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause
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unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for the last ten calendar years and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
13.14%
Worst Quarter
March 31, 2020
-13.55%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
Empower Lifetime 2025 Fund Institutional Class
12.18%
7.45%
N/A
5.68%
5/1/2015
Empower Lifetime 2025 Fund Investor Class
11.91%
7.07%
5.59%
N/A
 
Empower Lifetime 2025 Fund Service Class
11.72%
6.96%
5.48%
N/A
 
MSCI ACWI Index (reflects no deduction for fees,
expenses or taxes)
22.20%
11.72%
7.93%
8.04%
 
Morningstar Lifetime Moderate 2025 Index (reflects no
deduction for fees, expenses or taxes)
12.15%
6.67%
5.41%
5.19%
 
Investment Adviser
ECM
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Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2014
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
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Empower Lifetime 2030 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2030, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.40%
0.40%
0.40%
Total Annual Fund Operating Expenses1
0.52%
0.87%
0.97%
Fee Waiver and Expense Reimbursement2
0.02%
0.02%
0.02%
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
0.50%
0.85%
0.95%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2
The investment adviser has contractually agreed to reduce its management fee by 0.35% of the amount the Fund allocates to a fixed interest contract issued and guaranteed by Empower Annuity Insurance Company of America. The agreement’s current term ends on April 30, 2025, and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or the investment adviser upon written notice within 90 days of the end of the current term.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that the fee waiver and expense reimbursement is in place for the first year, that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2030 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$51
$165
$289
$651
Investor Class
$87
$276
$480
$1,071
Service Class
$97
$307
$534
$1,188
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 26% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2030 (which is assumed to be at age 65). The mutual funds and the Contract are referred to
25
as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2030, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 45-65% of its net assets in Underlying Funds that invest primarily in equity securities, 30-50% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
26
 
Large Cap
21.15%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
9.08%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
5.32%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
13.43%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
5.12%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
33.34%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.37%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
9.19%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
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•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
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Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to
29
evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Mortgage-Backed Securities Risk - Mortgage-backed securities represent interests in pools of commercial or residential mortgages that are subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) when mortgage rates fall or more slowly than expected (extension risk) when mortgage rates rise, which may affect the yield, average life and price of the securities. Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
Asset-Backed Securities Risk - Asset-backed securities represent interests in pools of assets, including consumer loans, auto loans, student loans, or receivables held in trust. The value of asset-backed securities may be affected by certain factors such as interest rate risk; the credit performance of the pool of underlying assets; the creditworthiness of the servicing agent or the originator of the underlying assets; the ability of the servicing agent to service the underlying collateral; and the availability of information concerning the pool of underlying assets and its structure. Asset-backed securities are also subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) in a declining interest rate environment or more slowly than expected (extension risk) in a rising interest rate environment.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
30
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for each full calendar year since inception and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
14.71%
Worst Quarter
March 31, 2020
-15.93%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Since
Inception
Inception
Date
Empower Lifetime 2030 Fund Institutional Class
13.34%
8.18%
7.31%
4/28/2016
Empower Lifetime 2030 Fund Investor Class
13.07%
7.80%
6.94%
4/28/2016
Empower Lifetime 2030 Fund Service Class
12.93%
7.69%
6.86%
4/28/2016
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)
22.20%
11.72%
9.84%
 
Morningstar Lifetime Moderate 2030 Index (reflects no deduction for
fees, expenses or taxes)
13.33%
7.44%
6.74%
 
Investment Adviser
ECM
31
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2016
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
32
Empower Lifetime 2035 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2035, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.42%
0.42%
0.42%
Total Annual Fund Operating Expenses1
0.54%
0.89%
0.99%
Fee Waiver and Expense Reimbursement2
0.01%
0.01%
0.01%
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
0.53%
0.88%
0.98%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2
The investment adviser has contractually agreed to reduce its management fee by 0.35% of the amount the Fund allocates to a fixed interest contract issued and guaranteed by Empower Annuity Insurance Company of America. The agreement’s current term ends on April 30, 2025, and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or the investment adviser upon written notice within 90 days of the end of the current term.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that the fee waiver and expense reimbursement is in place for the first year, that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2035 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$54
$172
$301
$676
Investor Class
$90
$283
$492
$1,095
Service Class
$100
$314
$546
$1,212
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 23% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2035 (which is assumed to be at age 65). The mutual funds and the Contract are referred to
33
as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2035, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 55-75% of its net assets in Underlying Funds that invest primarily in equity securities, 20-40% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
34
 
Large Cap
24.43%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
10.46%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
6.67%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
16.40%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
6.42%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
26.28%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.45%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
5.89%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
35
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
36
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other
37
factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Mortgage-Backed Securities Risk - Mortgage-backed securities represent interests in pools of commercial or residential mortgages that are subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) when mortgage rates fall or more slowly than expected (extension risk) when mortgage rates rise, which may affect the yield, average life and price of the securities. Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
Asset-Backed Securities Risk - Asset-backed securities represent interests in pools of assets, including consumer loans, auto loans, student loans, or receivables held in trust. The value of asset-backed securities may be affected by certain factors such as interest rate risk; the credit performance of the pool of underlying assets; the creditworthiness of the servicing agent or the originator of the underlying assets; the ability of the servicing agent to service the underlying collateral; and the availability of information concerning the pool of underlying assets and its structure. Asset-backed securities are also subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) in a declining interest rate environment or more slowly than expected (extension risk) in a rising interest rate environment.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause
38
unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for the last ten calendar years and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
16.51%
Worst Quarter
March 31, 2020
-18.48%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
Empower Lifetime 2035 Fund Institutional Class
14.91%
9.11%
N/A
6.81%
5/1/2015
Empower Lifetime 2035 Fund Investor Class
14.40%
8.68%
6.58%
N/A
 
Empower Lifetime 2035 Fund Service Class
14.32%
8.60%
6.47%
N/A
 
MSCI ACWI Index (reflects no deduction for fees,
expenses or taxes)
22.20%
11.72%
7.93%
8.04%
 
Morningstar Lifetime Moderate 2035 Index (reflects no
deduction for fees, expenses or taxes)
14.83%
8.41%
6.49%
6.37%
 
Investment Adviser
ECM
39
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2014
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
40
Empower Lifetime 2040 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2040, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.44%
0.44%
0.44%
Total Annual Fund Operating Expenses1
0.56%
0.91%
1.01%
Fee Waiver and Expense Reimbursement2
0.01%
0.01%
0.01%
Total Annual Fund Operating Expenses After Fee Waiver and Expense
Reimbursement
0.55%
0.90%
1.00%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2
The investment adviser has contractually agreed to reduce its management fee by 0.35% of the amount the Fund allocates to a fixed interest contract issued and guaranteed by Empower Annuity Insurance Company of America. The agreement’s current term ends on April 30, 2025, and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or the investment adviser upon written notice within 90 days of the end of the current term.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that the fee waiver and expense reimbursement is in place for the first year, that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2040 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$56
$178
$312
$700
Investor Class
$92
$289
$503
$1,119
Service Class
$102
$321
$557
$1,235
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 19% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2040 (which is assumed to be at age 65). The mutual funds and the Contract are referred to
41
as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2040, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 65-85% of its net assets in Underlying Funds that invest primarily in equity securities, 10-30% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
42
 
Large Cap
27.59%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
11.82%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
8.18%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
19.62%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
7.92%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
18.13%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.53%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
3.21%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
43
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
44
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other
45
factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for each full calendar year since inception and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
46
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
17.83%
Worst Quarter
March 31, 2020
-20.64%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Since
Inception
Inception
Date
Empower Lifetime 2040 Fund Institutional Class
16.10%
9.79%
8.57%
4/28/2016
Empower Lifetime 2040 Fund Investor Class
15.73%
9.42%
8.20%
4/28/2016
Empower Lifetime 2040 Fund Service Class
15.61%
9.29%
8.08%
4/28/2016
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)
22.20%
11.72%
9.84%
 
Morningstar Lifetime Moderate 2040 Index (reflects no deduction for
fees, expenses or taxes)
16.34%
9.29%
8.24%
 
Investment Adviser
ECM
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2016
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
47
Empower Lifetime 2045 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2045, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.45%
0.45%
0.45%
Total Annual Fund Operating Expenses1
0.57%
0.92%
1.02%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2045 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$58
$183
$318
$714
Investor Class
$94
$293
$509
$1,131
Service Class
$104
$325
$563
$1,248
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 19% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2045 (which is assumed to be at age 65). The mutual funds and the Contract are referred to as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2045, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 75-95% of its net assets in Underlying Funds that invest primarily in equity securities, 2-20% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will
48
generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
49
 
Large Cap
29.61%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
12.70%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
9.48%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
22.30%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
9.24%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
11.51%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.62%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
1.54%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
50
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
51
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other
52
factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for the last ten calendar years and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
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Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
18.68%
Worst Quarter
March 31, 2020
-21.82%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
Empower Lifetime 2045 Fund Institutional Class
17.19%
10.25%
N/A
7.45%
5/1/2015
Empower Lifetime 2045 Fund Investor Class
16.73%
9.83%
7.07%
N/A
 
Empower Lifetime 2045 Fund Service Class
16.57%
9.73%
6.99%
N/A
 
MSCI ACWI Index (reflects no deduction for fees,
expenses or taxes)
22.20%
11.72%
7.93%
8.04%
 
Morningstar Lifetime Moderate 2045 Index (reflects no
deduction for fees, expenses or taxes)
17.39%
9.84%
7.19%
7.19%
 
Investment Adviser
ECM
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2014
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
54
Empower Lifetime 2050 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2050, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.45%
0.45%
0.45%
Total Annual Fund Operating Expenses1
0.57%
0.92%
1.02%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2050 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$58
$183
$318
$714
Investor Class
$94
$293
$509
$1,131
Service Class
$104
$325
$563
$1,248
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 12% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2050 (which is assumed to be at age 65). The mutual funds and the Contract are referred to as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2050, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 75-95% of its net assets in Underlying Funds that invest primarily in equity securities, 2-20% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will
55
generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
56
 
Large Cap
30.07%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
12.90%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
10.36%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
23.96%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
10.22%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
8.02%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Inflation-Protected Securities Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.71%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
0.76%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
57
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
58
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other
59
factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Inflation-Protected Securities Risk - The value of inflation-protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for each full calendar year since inception and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
60
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
18.94%
Worst Quarter
March 31, 2020
-22.29%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Since
Inception
Inception
Date
Empower Lifetime 2050 Fund Institutional Class
17.43%
10.32%
8.95%
4/28/2016
Empower Lifetime 2050 Fund Investor Class
17.05%
9.94%
8.55%
4/28/2016
Empower Lifetime 2050 Fund Service Class
16.86%
9.82%
8.46%
4/28/2016
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)
22.20%
11.72%
9.84%
 
Morningstar Lifetime Moderate 2050 Index (reflects no deduction for
fees, expenses or taxes)
17.85%
10.03%
8.73%
 
Investment Adviser
ECM
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2016
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
61
Empower Lifetime 2055 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2055, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.46%
0.46%
0.46%
Total Annual Fund Operating Expenses1
0.58%
0.93%
1.03%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2055 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$59
$186
$324
$726
Investor Class
$95
$296
$515
$1,143
Service Class
$105
$328
$569
$1,259
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 19% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2055 (which is assumed to be at age 65). The mutual funds and the Contract are referred to as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2055, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 75-95% of its net assets in Underlying Funds that invest primarily in equity securities, 2-20% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will
62
generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
63
 
Large Cap
29.49%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
12.64%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
10.88%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
24.80%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
10.88%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
7.02%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.78%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
0.51%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
64
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
65
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
66
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for the last ten calendar years and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
67
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
18.90%
Worst Quarter
March 31, 2020
-22.37%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Five
Years
Ten
Years
Since
Inception
Inception
Date
Empower Lifetime 2055 Fund Institutional Class
17.52%
10.25%
N/A
7.38%
5/1/2015
Empower Lifetime 2055 Fund Investor Class
17.06%
9.86%
7.00%
N/A
 
Empower Lifetime 2055 Fund Service Class
16.88%
9.76%
6.90%
N/A
 
MSCI ACWI Index (reflects no deduction for fees,
expenses or taxes)
22.20%
11.72%
7.93%
8.04%
 
Morningstar Lifetime Moderate 2055 Index (reflects no
deduction for fees, expenses or taxes)
17.90%
10.01%
7.18%
7.21%
 
Investment Adviser
ECM
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2014
Maria Mendelsberg, CFA
Portfolio Manager
2018
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
68
Empower Lifetime 2060 Fund
Investment Objective
The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2060, the Fund seeks income and secondarily, capital growth.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. This table does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of a Permitted Account were reflected, the fees and expenses shown below would be higher.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) 
 
Institutional
Class
Investor Class
Service Class
Management Fees
0.12%
0.12%
0.12%
Distribution and Service (12b-1) Fees
0.00%
0.00%
0.10%
Other Expenses
0.00%
0.35%
0.35%
Shareholder Services Fees
0.00%
0.35%
0.35%
Acquired Fund Fees and Expenses
0.46%
0.46%
0.46%
Total Annual Fund Operating Expenses1
0.58%
0.93%
1.03%
1
The Total Annual Fund Operating Expenses may not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example does not reflect the fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the fees and expenses in the Example would be higher.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% return each year, that all dividends and capital gains are reinvested, and that the Fund’s operating expenses are the amount shown in the fee table and remain the same for the years shown. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 
Empower Lifetime
2060 Fund
1 Year
3 Years
5 Years
10 Years
Institutional Class
$59
$186
$324
$726
Investor Class
$95
$296
$515
$1,143
Service Class
$105
$328
$569
$1,259
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate generally indicates higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 17% of the average value of its portfolio.
Principal Investment Strategies
Below is a summary of the principal investment strategies of the Fund.
The Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of mutual funds and in a fixed interest contract (the “Contract” or the “Empower of America Contract”) issued and guaranteed by Empower Annuity Insurance Company of America (“Empower of America”) that is tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, 2060 (which is assumed to be at age 65). The mutual funds and the Contract are referred to as the “Underlying Funds.” The Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to 2060, the Fund employs a combination of investments among Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. The Fund currently expects (as of the date of this Prospectus) to invest 75-95% of its net assets in Underlying Funds that invest primarily in equity securities, 2-20% of its net assets in Underlying Funds that invest primarily in fixed income securities, and 0-10% of its net assets in Underlying Funds that invest primarily in real estate-related securities. Over time, the Fund’s asset allocation strategy will
69
generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
The following chart illustrates the Fund’s target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus. The chart represents the asset allocation path (the “glide path”) that the Fund follows to become more conservative over time. The glide path reflects the declining percentage of equities in the Fund as it approaches and passes the target date. The glide path provides for more exposure to equities for investors further from retirement and more exposure to fixed income securities for investors near and through retirement. The glide path continues to adjust the Fund’s equity exposure downward after the target date is reached.
The illustration reflects the Fund’s neutral allocations without any tactical adjustments by Empower Capital Management, LLC (“ECM”), the Fund’s investment adviser. The Fund’s actual asset allocations may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors.
 
 
ECM uses asset allocation strategies to allocate the Fund’s assets among different broad asset classes and the Underlying Funds. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. The following table shows the Fund’s target allocation for the various asset classes and the Underlying Funds in which the Fund expects to invest as of the date of this Prospectus:
70
 
Large Cap
28.59%
Empower Large Cap Growth Fund Institutional
Empower Large Cap Value Fund Institutional
Empower S&P 500® Index Fund Institutional
Mid Cap
12.26%
Empower Ariel Mid Cap Value Fund Institutional
Empower Mid Cap Value Fund Institutional
Empower S&P Mid Cap 400® Index Fund Institutional
Empower T. Rowe Price Mid Cap Growth Fund Institutional
Small Cap
11.29%
Empower Small Cap Growth Fund Institutional
Empower Small Cap Value Fund Institutional
Empower S&P Small Cap 600® Index Fund Institutional
Janus Henderson Triton Fund N
International
25.43%
Empower International Growth Fund Institutional
Empower International Index Fund Institutional
Empower International Value Fund Institutional
Emerging Markets
11.46%
Empower Emerging Markets Equity Fund Institutional
Fidelity Emerging Markets Index Fund
Bond
6.62%
Empower Bond Index Fund Institutional
Empower Core Bond Fund Institutional
Empower Global Bond Fund Institutional
Empower High Yield Bond Fund Institutional
Empower Multi-Sector Bond Fund Institutional
Real Estate
3.87%
American Century Real Estate Fund R6
DFA International Real Estate Securities Portfolio I
Empower Real Estate Index Fund Institutional
Short-Term Bond/Cash
0.48%
Empower of America Contract
Empower Short Duration Bond Fund Institutional
The Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocations. ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval.
Principal Investment Risks
Below is a summary of the principal investment risks of investing in the Fund. These risks are presented in an order that reflects ECM’s current assessment of relative importance, but this assessment could change over time as the Fund’s portfolio changes or in light of changes in the market or the economic environment, among other things. The Fund is not required to and will not update this Prospectus solely because its assessment of the relative importance of the principal risks of investing in the Fund changes. There can be no assurance that the Fund will achieve its investment objective.
Fund-of-Funds Structure Risk
 
•Since the Fund invests directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Fund. To the extent the Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
71
•Since the Fund invests in Underlying Funds, you will bear your proportionate share of expenses of the Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Fund entails more expenses than a direct investment in the Underlying Funds.
•The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”), which means a relatively high percentage of its assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of the Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
Target Date Fund Risk - The year in the Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). The Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to the Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. However, if Empower of America were to become insolvent and unable to meet the guarantee, the Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in the Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, a particular industry or industries, or general market conditions that are not specifically related to a company or an industry.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Large Size Company Risk - Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
72
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates).
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions.
73
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including real estate investment trusts (“REITs”) or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. REITs are also subject to risks associated with changes in interest rates.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
An investment in the Fund or Underlying Funds is not a deposit with a bank, is not insured, endorsed or guaranteed by the FDIC or any government agency, and is subject to the possible loss of your original investment.
Performance
The bar chart and table below provide an indication of the risk of investment in the Fund by showing changes in the performance of the Fund’s Investor Class shares for each full calendar year since inception and by comparing the Fund's average annual total returns to the performance of a broad-based securities market index and an additional index with investment characteristics similar to those of the Fund. The returns shown below are historical and are not an indication of future performance. Total return figures assume reinvestment of dividends and capital gains distributions and include the effect of the Fund’s recurring expenses, but do not include fees and expenses of any Permitted Account. If the fees and expenses of any Permitted Account were reflected, the performance shown would be lower.
Updated performance information may be obtained at www.empower.com/investments/empower-funds/fund-documents (the website does not form a part of this Prospectus).
74
Calendar Year Total Returns
  
 
Quarter Ended
Total Return
Best Quarter
June 30, 2020
18.84%
Worst Quarter
March 31, 2020
-22.40%
Average Annual Total Returns for the Periods Ended December 31, 2023 
 
One
Year
Since
Inception
Inception
Date
Empower Lifetime 2060 Fund Institutional Class
17.35%
7.67%
5/1/2019
Empower Lifetime 2060 Fund Investor Class
16.97%
7.30%
5/1/2019
Empower Lifetime 2060 Fund Service Class
16.89%
7.23%
5/1/2019
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)
22.20%
9.08%
 
Morningstar Lifetime Moderate 2060 Index (reflects no deduction for fees, expenses
or taxes)
17.86%
7.39%
 
Investment Adviser
ECM
Portfolio Managers 
Name
Title
Portfolio Manager of Fund
Since
Andrew Corwin, CFA
Portfolio Manager & Head of Portfolio Construction and
Research
2019
Maria Mendelsberg, CFA
Portfolio Manager
2019
For important information about the purchase and sale of Fund shares, tax information and payments to broker-dealers and other financial intermediaries, please see the “Purchase and Sale of Fund Shares,” “Tax Information,” and “Payments to Insurers, Broker-Dealers and Other Financial Intermediaries” sections of this Prospectus.
Purchase and Sale of Fund Shares
The Funds are not sold directly to the general public, but instead may be offered as underlying investments for Permitted Accounts. Permitted Accounts may place orders on any business day to purchase and redeem shares of the Funds based on instructions received from owners of variable contracts or IRAs, or from participants of retirement plans or college savings programs. Please contact your registered representative, IRA custodian or trustee, retirement plan sponsor or administrator, or college savings program for information concerning the procedures for purchasing and redeeming shares of the Funds.
The Funds do not have any initial or subsequent investment minimums. However, Permitted Accounts may impose investment minimums.
75
Tax Information
Currently, Permitted Accounts generally are not subject to federal income tax on any Fund distributions. Owners of variable contracts, retirement plan participants, and IRA owners are also generally not subject to federal income tax on Fund distributions until such amounts are withdrawn from the variable contract, retirement plan, or IRA. Distributions from a college savings program generally are not taxed provided that they are used to pay for qualified higher education expenses. More information regarding federal taxation of Permitted Account owners may be found in the applicable prospectus and/or disclosure documents for that Permitted Account.
Payments to Insurers, Broker-Dealers and Other Financial Intermediaries
Companies related to the Funds may make payments to insurance companies, broker-dealers and other financial intermediaries for the sale of Fund shares and/or other services. These payments may be a factor that an insurance company, broker-dealer or other financial intermediary considers when including the Funds as underlying investment options in a Permitted Account. These payments also may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Funds over another investment. Ask your salesperson, visit your financial intermediary’s website, or consult the variable contract prospectus for more information.
More Information About the Funds
Overview of the Funds
Each Fund provides an asset allocation strategy designed to meet certain investment goals based on an investor’s investment horizon (such as projected retirement date), risk tolerance, and personal objectives.
The Funds are designed for investors seeking a professionally managed asset allocation program to simplify the accumulation of assets prior to retirement (or other targeted funding need). The Funds strive to provide shareholders with diversification primarily through professionally designed retirement date-based asset allocation models and professionally selected investments in the Underlying Funds. The intended benefit of diversification across asset classes is to reduce volatility over the long term.
ECM establishes asset allocations that it considers generally appropriate to investors at specific stages of their retirement, or other investment planning, and then periodically revises the asset mix to meet increasingly conservative investment needs as the investor nears retirement (or other targeted funding need). Therefore, an investor should consider selecting a Fund whose stated transition year is closest to their own projected retirement date (or other targeted funding need).
For those Funds farthest away from their stated transition year, allocations to equity securities are higher so that investors may benefit from their long-term growth potential, while allocations to fixed income securities are lower. As an investor’s retirement date (or other targeted funding need) approaches, a Fund’s allocations to equity securities decrease and allocations to fixed income securities increase. After reaching the end of a Fund’s stated transition year, the Fund’s allocations to equity securities will continue to decrease over time in an effort to focus more on higher income and lower risk.
Investment Objective
The investment objective of each Fund is located in the “Fund Summaries” section at the front of this Prospectus.
Principal Investment Strategies
The principal investment strategies of the Funds are summarized in the “Fund Summaries” section at the front of this Prospectus. More detailed descriptions of the principal investment strategies are described below.
Each Fund is a “fund-of-funds” that seeks to achieve its objective by investing in a professionally selected mix of Underlying Funds tailored for investors planning to retire in (or otherwise begin using the invested funds on), or close to, the transition year (which is assumed to be at age 65). Each Fund is designed for investors who plan to withdraw the value of their account in the Fund gradually after retirement. Depending on its risk profile and proximity to the transition year, each Fund employs a different combination of investments among different Underlying Funds in order to emphasize, as appropriate, growth, income and/or preservation of capital. Over time, each Fund’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth.
76
The following table demonstrates, under normal circumstances, how each Fund expects to allocate among equity, fixed income, and real estate-related Underlying Funds as of the date of this Prospectus: 
Fund
Equity Fund Allocation
Fixed Income Fund
Allocation
Real Estate Fund Allocation
Empower Lifetime 2015 Fund
25-45%
50-70%
0-10%
Empower Lifetime 2020 Fund
30-50%
45-65%
0-10%
Empower Lifetime 2025 Fund
40-60%
40-60%
0-10%
Empower Lifetime 2030 Fund
45-65%
30-50%
0-10%
Empower Lifetime 2035 Fund
55-75%
20-40%
0-10%
Empower Lifetime 2040 Fund
65-85%
10-30%
0-10%
Empower Lifetime 2045 Fund
75-95%
2-20%
0-10%
Empower Lifetime 2050 Fund
75-95%
2-20%
0-10%
Empower Lifetime 2055 Fund
75-95%
2-20%
0-10%
Empower Lifetime 2060 Fund
75-95%
2-20%
0-10%
The following chart illustrates the target asset allocations among U.S. equity, foreign equity, fixed income, and real estate-related securities as of the date of this Prospectus for the Funds. The illustration reflects neutral allocations without any tactical adjustments by ECM. The actual asset allocation may differ from this illustration to reflect ECM’s tactical adjustments to the asset mix based on market outlook or other factors. ECM periodically reviews the asset allocations and may change target asset allocations or deviate from the target asset allocations at any time without shareholder notice or approval.
 
 
ECM uses asset allocation strategies to allocate each Fund’s assets among different broad asset classes and the Underlying Funds. The first step in ECM’s allocation process is to determine each Fund’s asset class allocations. ECM bases this decision on the expected return potential of each asset class, the anticipated risks or volatility of each asset class, and similarities or differences in the typical investment cycle of the various asset classes. ECM has engaged Morningstar Investment Management LLC, a registered investment adviser and wholly-owned subsidiary of Morningstar, Inc., to provide asset allocation consulting services to ECM in connection with the development and periodic review of each Fund’s asset allocations. However, ECM ultimately has sole responsibility for determining each Fund’s asset class allocations and its investments in Underlying Funds.
Once the asset allocation is determined, ECM, using its proprietary investment process, selects the Underlying Funds and the percentage of each Fund’s assets that will be allocated to each Underlying Fund. In selecting Underlying Funds, ECM considers a variety of factors in the context of current economic and market conditions, including an Underlying Fund’s investment strategy, historical performance, fees and expenses, asset size, management experience and background, and managerial style. Each Fund may invest in the Contract for allocations to the short-term bond/cash asset class. The Contract has a stable principal value and will pay each Fund a fixed rate of interest. The interest rate paid by the Contract is guaranteed for a given period regardless of the current market conditions. The principal amount is also guaranteed.
77
The following table shows each Fund’s target allocation for the various asset classes and the Underlying Funds in which each Fund expects to invest as of the date of this Prospectus: 
Asset Class
(Underlying Funds)
Empower
Lifetime 2015
Fund
Empower
Lifetime 2020
Fund
Empower
Lifetime 2025
Fund
Empower
Lifetime 2030
Fund
Empower
Lifetime 2035
Fund
Large Cap
15.66%
16.96%
18.72%
21.15%
24.43%
Empower Large Cap Growth Fund
Institutional
*
*
*
*
*
Empower Large Cap Value Fund
Institutional
*
*
*
*
*
Empower S&P 500® Index Fund
Institutional
*
*
*
*
*
Mid Cap
6.71%
7.27%
8.03%
9.08%
10.46%
Empower Ariel Mid Cap Value Fund
Institutional
*
*
*
*
*
Empower Mid Cap Value Fund Institutional
*
*
*
*
*
Empower S&P Mid Cap 400® Index Fund
Institutional
*
*
*
*
*
Empower T. Rowe Price Mid Cap Growth
Fund Institutional
*
*
*
*
*
Small Cap
2.93%
3.52%
4.29%
5.32%
6.67%
Empower Small Cap Growth Fund
Institutional
*
*
*
*
*
Empower Small Cap Value Fund
Institutional
*
*
*
*
*
Empower S&P Small Cap 600® Index Fund
Institutional
*
*
*
*
*
Janus Henderson Triton Fund N
*
*
*
*
*
International
8.30%
9.56%
11.20%
13.43%
16.40%
Empower International Growth Fund
Institutional
*
*
*
*
*
Empower International Index Fund
Institutional
*
*
*
*
*
Empower International Value Fund
Institutional
*
*
*
*
*
Emerging Markets
2.88%
3.42%
4.14%
5.12%
6.42%
Empower Emerging Markets Equity Fund
Institutional
*
*
*
*
*
Fidelity Emerging Markets Index Fund
*
*
*
*
*
Bond
41.16%
40.14%
37.76%
33.34%
26.28%
Empower Bond Index Fund Institutional
*
*
*
*
*
Empower Core Bond Fund Institutional
*
*
*
*
*
Empower Global Bond Fund Institutional
*
*
*
*
*
Empower High Yield Bond Fund
Institutional
*
*
*
*
*
Empower Inflation-Protected Securities
Fund Institutional
*
*
*
*
*
Empower Multi-Sector Bond Fund
Institutional
*
*
*
*
*
Real Estate
3.12%
3.19%
3.29%
3.37%
3.45%
American Century Real Estate Fund R6
*
*
*
*
*
DFA International Real Estate Securities
Portfolio I
*
*
*
*
*
Empower Real Estate Index Fund
Institutional
*
*
*
*
*
78
Asset Class
(Underlying Funds)
Empower
Lifetime 2015
Fund
Empower
Lifetime 2020
Fund
Empower
Lifetime 2025
Fund
Empower
Lifetime 2030
Fund
Empower
Lifetime 2035
Fund
Short-Term Bond/Cash
19.24%
15.94%
12.57%
9.19%
5.89%
Empower of America Contract
*
*
*
*
*
Empower Short Duration Bond Fund
Institutional
*
*
*
*
*
 
Asset Class
(Underlying Funds)
Empower
Lifetime 2040
Fund
Empower
Lifetime 2045
Fund
Empower
Lifetime 2050
Fund
Empower
Lifetime 2055
Fund
Empower
Lifetime 2060
Fund
Large Cap
27.59%
29.61%
30.07%
29.49%
28.59%
Empower Large Cap Growth Fund
Institutional
*
*
*
*
*
Empower Large Cap Value Fund
Institutional
*
*
*
*
*
Empower S&P 500® Index Fund
Institutional
*
*
*
*
*
Mid Cap
11.82%
12.70%
12.90%
12.64%
12.26%
Empower Ariel Mid Cap Value Fund
Institutional
*
*
*
*
*
Empower Mid Cap Value Fund Institutional
*
*
*
*
*
Empower S&P Mid Cap 400® Index Fund
Institutional
*
*
*
*
*
Empower T. Rowe Price Mid Cap Growth
Fund Institutional
*
*
*
*
*
Small Cap
8.18%
9.48%
10.36%
10.88%
11.29%
Empower Small Cap Growth Fund
Institutional
*
*
*
*
*
Empower Small Cap Value Fund
Institutional
*
*
*
*
*
Empower S&P Small Cap 600® Index Fund
Institutional
*
*
*
*
*
Janus Henderson Triton Fund N
*
*
*
*
*
International
19.62%
22.30%
23.96%
24.80%
25.43%
Empower International Growth Fund
Institutional
*
*
*
*
*
Empower International Index Fund
Institutional
*
*
*
*
*
Empower International Value Fund
Institutional
*
*
*
*
*
Emerging Markets
7.92%
9.24%
10.22%
10.88%
11.46%
Empower Emerging Markets Equity Fund
Institutional
*
*
*
*
*
Fidelity Emerging Markets Index Fund
*
*
*
*
*
Bond
18.13%
11.51%
8.02%
7.02%
6.62%
Empower Bond Index Fund Institutional
*
*
*
*
*
Empower Core Bond Fund Institutional
*
*
*
*
*
Empower Global Bond Fund Institutional
*
*
*
*
*
Empower High Yield Bond Fund
Institutional
*
*
*
*
*
Empower Inflation-Protected Securities
Fund Institutional
*
*
*
 
 
Empower Multi-Sector Bond Fund
Institutional
*
*
*
*
*
79
Asset Class
(Underlying Funds)
Empower
Lifetime 2040
Fund
Empower
Lifetime 2045
Fund
Empower
Lifetime 2050
Fund
Empower
Lifetime 2055
Fund
Empower
Lifetime 2060
Fund
Real Estate
3.53%
3.62%
3.71%
3.78%
3.87%
American Century Real Estate Fund R6
*
*
*
*
*
DFA International Real Estate Securities
Portfolio I
*
*
*
*
*
Empower Real Estate Index Fund
Institutional
*
*
*
*
*
Short-Term Bond/Cash
3.21%
1.54%
0.76%
0.51%
0.48%
Empower of America Contract
*
*
*
*
*
Empower Short Duration Bond Fund
Institutional
*
*
*
*
*
ECM reviews asset class allocations, Underlying Fund allocations, and the Underlying Funds on a quarterly basis, or more frequently as deemed necessary. ECM may add or delete asset classes, change target asset class or Underlying Fund allocations, or add or delete Underlying Funds at any time without shareholder notice or approval. Accordingly, the Funds will not necessarily invest in the Underlying Funds listed in the table above and may invest in Underlying Funds not listed above. Changes to asset class or Underlying Fund allocations and changes to Underlying Funds may be implemented promptly or gradually.
Each Fund will rebalance its holdings of the Underlying Funds on a periodic basis to maintain the appropriate asset allocation. Rebalancing generally occurs on a periodic rebalancing date but may be effected over a several week period leading up to or following the rebalancing date. Rebalancing generally involves selling shares of certain Underlying Funds and purchasing shares of other Underlying Funds. As a result of rebalancing, a Fund may incur related transaction expenses, including redemption fees by Underlying Funds, if applicable.
Underlying Funds may include mutual funds that are advised by ECM and mutual funds that are advised or sub-advised by affiliated or unaffiliated investment advisers. Each Underlying Fund has its own investment objectives and strategies and may hold a wide range of securities and other instruments in its portfolio, including, without limitation, U.S. and foreign equity securities (including those from emerging markets), U.S. and foreign fixed income securities (including those rated below investment grade), real estate investments, short-term investments and derivatives. Additional information regarding the Underlying Funds is available in the applicable Underlying Fund’s prospectus and statement of additional information. This Prospectus is not an offer for any of the Underlying Funds. The prospectus and statement of additional information for each of the Underlying Funds is available on the SEC’s website at www.sec.gov.
In pursuing each Fund’s investment objective, ECM has considerable discretion with respect to the use of investments and investment strategies, which means that ECM can decide whether to use them or not. There is no guarantee that any of the Funds will meet its respective objective. Each Fund’s investment objective and principal investment strategies are non-fundamental and can be changed by the Board of Directors of Empower Funds (the “Board”) without shareholder approval.
Temporary Investment Strategies
Each Fund may hold cash or cash equivalents and, if deemed appropriate by ECM, may invest up to 100% of its assets in money market instruments for temporary defensive purposes to respond to adverse market, economic or political conditions. Should a Fund take this action, it may be inconsistent with the Fund’s principal investment strategies and the Fund may not achieve its investment objective. Money market instruments include a variety of short-term fixed income securities, usually with a maturity of less than 13 months. Some common types of money market instruments include Treasury bills and notes, which are securities issued by the U.S. government, commercial paper, which is a promissory note issued by a company, bankers’ acceptances, which are credit instruments guaranteed by a bank, and negotiable certificates of deposit, which are issued by banks in large denominations.
Principal Investment Risks
The principal investment risks associated with investing in the Funds are summarized in the “Fund Summaries” section at the front of this Prospectus. The detailed descriptions of the principal investment risks set forth below apply to the Funds in varying degrees depending on the asset allocation of each Fund. The principal investment risks in the “Fund Summaries” section at the front of this Prospectus are presented in an order that reflects ECM's current assessment of relative importance of the principal investment risks for each Fund.
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Fund-of-Funds Structure Risk
 
•Since the Funds invest directly in the Underlying Funds, all risks associated with the Underlying Funds apply to the Funds. To the extent a Fund invests more of its assets in one Underlying Fund than another, the Fund will have greater exposure to the risks of that Underlying Fund.
•Changes in the net asset values of each Underlying Fund affect the net asset values of the Funds. As a result, over the long term the Funds’ ability to meet their investment objectives will depend on the ability of the Underlying Funds to meet their own investment objectives.
•The Underlying Funds will not necessarily make consistent investment decisions. One Underlying Fund may buy the same security that another Underlying Fund is selling. You would indirectly bear the costs of both trades.
•Since the Funds invest in Underlying Funds, you will bear your proportionate share of expenses of the applicable Fund and indirectly your proportionate share of expenses of the Underlying Funds. Consequently, an investment in the Funds entails more expenses than a direct investment in the Underlying Funds.
•The ability of each Fund to achieve its investment objectives depends on ECM’s skill in selecting the asset classes and the mix of Underlying Funds. There is the risk that ECM’s evaluations and assumptions regarding the asset classes and Underlying Funds may be incorrect in view of actual market conditions.
•The Funds are classified as non-diversified under the 1940 Act, which means a relatively high percentage of their assets may be invested in securities of a limited number of Underlying Funds. As a result, the net asset value of each Fund’s securities may be more susceptible to any single economic, political or regulatory event than that experienced by a similarly structured diversified fund. However, the Underlying Funds (other than the American Century Real Estate Fund, Empower Global Bond Fund, Empower Real Estate Index Fund and the Contract) themselves are diversified investment companies.
•ECM may be subject to potential conflicts of interest in the selection of Underlying Funds and allocation of the Funds' investments among the Underlying Funds. ECM is subject to conflicts of interest because ECM serves as investment adviser to certain Underlying Funds, and because the fees paid to ECM by certain Underlying Funds may be higher than fees paid by other Underlying Funds. Other funds with similar investment objectives may perform better or worse than the Underlying Funds.
•From time to time, one or more of the Underlying Funds may experience relatively large purchases or redemptions due to reallocations or rebalancing of the assets of funds that invest in the Underlying Funds. These large purchases or redemptions could affect the performance of the Underlying Funds and, therefore, the performance of the Funds.
Empower of America Contract Risk - The Contract has a stable principal value and pays a minimum fixed interest rate to each Fund. Both the principal and interest rate are guaranteed by Empower of America regardless of market conditions. The Funds do not participate directly in the actual experience of the assets underlying the Contract. It is important to note that only the Funds are entitled to the Contract’s guarantee of principal and interest rate. Shareholders, as investors in a Fund, are not entitled to the guarantee of principal and interest rate. Neither the Funds, ECM, Empower of America nor any of their affiliates guarantee the Funds’ performance or that the Funds will provide a certain level of income. If Empower of America were to become insolvent and unable to meet the guarantee, a Fund may lose money from unpaid principal or unpaid or reduced interest, and the Contract would be settled commensurate with other Empower of America policy holder obligations under applicable law. Because the Contract is issued and guaranteed by a single issuer, Empower of America, the financial health of Empower of America may have a greater impact on the value of a Fund that invests in the Contract. Empower of America may terminate the Contract, decide to stop offering the Contract in its current form, or decide to stop offering the Contract altogether.
Target Date Fund Risk - The year in each Fund name refers to the approximate year (the target date) when an investor in the Fund is planning to retire (or otherwise begin using the invested funds). Each Fund’s asset allocation is adjusted to become more conservative based on its target date. If an investor chooses to retire significantly earlier or later than the target date, a different asset allocation may be more appropriate. An investment in a target date fund is not guaranteed at any time, including on or after the target date. Investors should periodically monitor the portfolio to ensure it is in line with their current situation.
The following are risks associated with Underlying Fund investments that may indirectly result in a loss of your investment in a Fund. There can be no assurance that an Underlying Fund will achieve its investment objective.
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Asset-Backed Securities Risk - Asset-backed securities represent interests in pools of assets, including consumer loans, auto loans, student loans, or receivables held in trust. The value of asset-backed securities may be affected by certain factors such as interest rate risk; the credit performance of the pool of underlying assets; the creditworthiness of the servicing agent or the originator of the underlying assets; the ability of the servicing agent to service the underlying collateral; and the availability of information concerning the pool of underlying assets and its structure. Certain asset-backed securities do not have the benefit of the same security interest in the underlying financial assets as do mortgage-backed securities, nor are they provided government guarantees of repayment. Accordingly, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. Asset-backed securities are also subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) in a declining interest rate environment or more slowly than expected (extension risk) in a rising interest rate environment.
Credit Risk - An issuer of a security may default on its obligations to pay principal and/or interest. A security’s value may be affected by changes in its credit quality rating or its issuer’s financial conditions. Changes in an issuer’s financial strength, the market’s perception of the issuer’s financial strength or in a security’s credit rating, which reflects a third party’s assessment of the credit risk presented by a particular issuer, may affect the security’s value.
Currency Risk - Adverse fluctuations in exchange rates between the U.S. dollar and other currencies may cause an Underlying Fund to lose money on investments denominated in foreign currencies. An Underlying Fund accrues additional expenses when engaging in currency exchange transactions, and valuation of the Underlying Fund's foreign securities may be subject to greater risk because both the currency (relative to the U.S. dollar) and the security must be considered. Currency risk is especially high in emerging markets.
Derivatives Risk - The use of derivatives, including but not limited to futures contracts, forward contracts, options, and swaps, may expose an Underlying Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. These risks include imperfect correlations with underlying investments or an Underlying Fund’s other portfolio holdings, the risk that a derivative could expose an Underlying Fund to the risk of magnified losses resulting from leverage, the risk that a counterparty may be unwilling or unable to meet its obligations, high price volatility, liquidity risk, segregation risk, valuation risk and legal restrictions. A derivatives contract will obligate or entitle an Underlying Fund to deliver or receive an asset or cash payment that is based on the change in value of one or more securities, currencies or indices. Even a small investment in a derivatives contract could have a big impact on an Underlying Fund’s stock market, currency and interest rate exposure. Therefore, using derivatives can disproportionately increase losses and reduce opportunities for gains when security prices, currency rates or interest rates are changing. An Underlying Fund may not fully benefit from or may lose money on derivatives if changes in their value do not correspond accurately to changes in the value of the Underlying Fund’s holdings. The other parties to certain derivative contracts present the same types of credit risk as issuers of fixed income securities. Derivatives can also make a fund less liquid and harder to value, especially in declining markets, and may increase an Underlying Fund’s volatility. There can be no assurance that an Underlying Fund’s use of derivatives will work as intended, and it is possible for the Underlying Fund to lose more than its original investment.
•Forward Contracts Risk. The market for forward contracts is substantially unregulated and can experience lengthy periods of illiquidity, unusually high trading volume and other negative impacts, such as political intervention, which may result in volatility or disruptions in such markets. A relatively small price movement in a forward contract may result in substantial losses to an Underlying Fund, exceeding the amount of the margin paid. Forward contracts can increase an Underlying Fund’s risk exposure to underlying references and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Underlying Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
 
•Futures Contracts Risk. Certain futures contract markets are highly volatile, and futures contracts may be illiquid. Futures exchanges may limit fluctuations in futures contract prices by imposing a maximum permissible daily price movement. An Underlying Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. At or prior to maturity of a futures contract, an Underlying Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in futures contract prices. The liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the futures market could be reduced. Because of the low margin deposits normally required in futures trading, it is possible that an Underlying Fund may employ a high degree of leverage in the portfolio. As a result, a relatively small price movement in a futures contract may result in substantial losses to an Underlying Fund, exceeding the amount of the margin paid. For certain types of futures contracts, losses are potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of an Underlying Fund’s net asset value. Futures contracts executed (if any) on foreign exchanges may not provide the same protection as U.S. exchanges. Futures contracts can increase an Underlying Fund’s risk exposure to underlying references and their
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attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Underlying Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
 
•Options Risk. By investing in options, an Underlying Fund is exposed to the risk that it may be required to buy or sell the underlying reference asset at a disadvantageous price on or before the expiration date. Options may involve economic leverage, which could result in greater volatility in price movement. An Underlying Fund's losses could be significant, and are potentially unlimited for certain types of options. Options may be traded on a securities exchange or in the over-the-counter market. At or prior to maturity of an options contract, an Underlying Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in options prices. Options can increase an Underlying Fund’s risk exposure to underlying references and their attendant risks such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Underlying Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
 
•Swaps Risk. Swaps may be difficult to value and may be illiquid. Swaps could result in Underlying Fund losses if the underlying asset or reference index does not perform as anticipated. Swaps create significant investment leverage such that a relatively small price movement in a swap may result in immediate and substantial losses to an Underlying Fund. An Underlying Fund may only close out a swap with its particular counterparty and may only transfer a position with the consent of that counterparty. Certain swaps, such as short swap transactions and total return swaps, have the potential for unlimited losses, regardless of the size of the initial investment. Swaps can increase an Underlying Fund’s risk exposure to underlying reference assets and their attendant risks, such as credit risk, market risk, foreign currency risk and interest rate risk, while also exposing the Underlying Fund to correlation risk, counterparty risk, hedging risk, inflation risk, leverage risk, liquidity risk, pricing risk and volatility risk.
Emerging Markets Risk - Emerging market countries generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from limited reliable access to capital, extreme debt burdens, less established financial market operations or volatile inflation rates. The securities markets of emerging market countries may be subject to manipulation and have historically been extremely volatile and less liquid than more developed markets. These market conditions may continue or worsen. Investments in these countries may be subject to heightened political, geopolitical (including war or armed conflict), economic, legal, market and currency risks and other adverse local or regional developments. The risks may include the lack of, or limitations on, regulatory oversight by U.S. or even local authorities; limited corporate governance standards; limited investor protections and less protection of property rights, including the limited availability of legal recourse (such as limits on rights and remedies available to an Underlying Fund or impediments to bringing litigation or enforcing judgments); uncertain political and economic policies; the imposition by a country of foreign investment limitations and/or capital controls; and the nationalization of businesses (including the potential expropriation or nationalization of private properties). The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the U.S. and other governments, or from problems in share registration, settlement or custody, may also result in losses. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. Sanctions and other similar measures could limit or prevent an Underlying Fund from buying and selling securities (in the sanctioned country and other markets) or mandate the sale or disposition of investments, significantly delay or prevent the settlement of securities transactions, and significantly impact an Underlying Fund’s liquidity and performance. Differences in regulatory, accounting, auditing and financial reporting and recordkeeping standards could impede the availability of reliable information to evaluate and monitor local companies and impact an Underlying Fund’s performance. There is also the risk of negative foreign currency exchange rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an Underlying Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time.
Equity Securities Risk - The value of equity securities held by an Underlying Fund may decline as a result of factors directly related to a company, such as lower demand for the company’s products or services or poor management decisions. The value of equity securities may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, the value of equity securities may decline due to general market conditions that are not specifically related to a company or an industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or generally adverse investor sentiment.
Fixed Income Securities Risk - Investments in fixed income securities are subject to interest rate risk (the chance that bond prices will decline because of rising interest rates), income risk (the chance that an Underlying Fund's income will decline because of falling interest rates), credit risk (the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that
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market perception of the issuer will cause the price of a bond to decline), and call/prepayment risk (the chance that bond issuers will redeem bonds prior to their maturity dates). The values of fixed income securities typically will decline during periods of rising interest rates, and can also decline in response to changes in the financial condition of the issuer, borrower, counterparty, or underlying collateral assets, or changes in market, economic, industry, political, and regulatory conditions affecting a particular type of security or issuer or fixed income securities generally. Fixed income securities rated below investment grade (junk bonds) are highly speculative securities that are usually issued by smaller, less creditworthy, and/or highly leveraged (indebted) companies and their issuers are less likely to make payments of interest and repay principal.
Foreign Government Securities Risk - Foreign government securities may involve risks similar to those of foreign securities. They also may present additional risks, such as the ability of a foreign government or government-related issuer to make timely principal and interest payments on its external debt obligations. This ability to make payments may be influenced by the issuer’s balance of payments, its access to international credits and investments, fluctuations in foreign interest rates, as well as the government’s foreign currency reserves and currency devaluations.
Foreign Securities Risk - Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, geopolitical (including war or armed conflict), regulatory, market, currency valuation, or economic or other developments and can perform differently than the U.S. market. Issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers, and therefore, reporting, accounting and auditing standards of foreign countries differ, in some instances significantly, from U.S. standards. As a result, foreign securities may subject Underlying Funds to greater risk of potential loss and volatility than U.S. securities. Adverse conditions in a certain region can adversely affect securities of other countries whose economies appear unrelated. Foreign countries can prevent or delay an Underlying Fund from selling its investments and taking money out of the country. In addition, foreign securities may be less liquid and more difficult to value than U.S. securities which could result in an Underlying Fund being unable to sell its investments in a timely manner. Current sanctions or the threat of potential sanctions or other similar measures may also impair the value or liquidity of affected securities and negatively impact an Underlying Fund.
Geographic Concentration Risk - Events negatively affecting the fiscal stability of a particular country or region in which an Underlying Fund focuses its investments may cause the value of its shares to decrease, perhaps significantly. When investing a substantial amount of assets in issuers located in a single country, a limited number of countries or a particular geographic region, there is a risk that economic, political and social conditions in those countries or that region will have a significant impact on the performance of an Underlying Fund’s investments. Investment performance may also be more volatile when an Underlying Fund concentrates its investments in certain countries, especially emerging markets countries or regions.
Growth Stock Risk - A “growth” style of investing is subject to the risk that returns on “growth” stocks are less than returns on other styles of investing or the overall stock market. Growth stocks can be volatile for several reasons. Since they usually reinvest a high proportion of earnings in their own business, they may not pay the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these stocks because of the expected superior earnings growth, earnings disappointments may result in sharp price declines. Growth stocks may underperform value stocks and stocks in other broad style categories (and the stock market as a whole) over any period of time and may shift in and out of favor with investors generally, sometimes rapidly, depending on changes in market, economic, and other factors. As a result, at times when it holds substantial investments in growth stocks, an Underlying Fund may underperform other investment funds that invest more broadly or that favor different investment styles.
Index Risk - Because an index fund is designed to track the performance of a benchmark index, investors should generally expect the value of the index fund to decline when the performance of its benchmark index declines. As a result, it is possible the index fund could have poor investment results even if it closely tracks the return of its benchmark index, because the adverse performance of a particular security normally will not result in eliminating the security from the fund. It is possible the benchmark index may perform unfavorably and/or underperform the market as a whole. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy. An index fund has operating and other expenses while an index does not. As a result, while an index fund will attempt to track a benchmark index as closely as possible, it will tend to underperform the benchmark index to some degree over time. An index fund is not actively managed and portfolio managers do not attempt to take defensive positions in declining markets. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the index fund’s return to be lower than if the index fund employed an active strategy.
Inflation-Protected Securities Risk - The value of IPS generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation was to rise at a faster rate than
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nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. The market for IPS may be less developed or liquid, and more volatile, than certain other securities markets. If inflation is lower than expected during the period an Underlying Fund holds IPS, the Underlying Fund may earn less on the IPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in the currency exchange rates), investors in IPS may not be protected to the extent that the increase is not reflected in the bonds’ inflation measure. Additionally, there can be no assurance that the inflation index for IPS will accurately measure the real rate of inflation in the prices of goods and services.
Interest Rate Risk - The market value of a fixed income security is affected significantly by changes in interest rates. When interest rates rise, the market value of a fixed income security will generally decline and when interest rates decline, the market values of such securities will generally rise. In general, the longer the maturity or duration of a fixed income security, the greater its sensitivity to changes in interest rates. The maturity of a security is a measure of the time remaining until the final payment of the security is due. Duration is a measure of a portfolio’s price sensitivity to changes in prevailing interest rates. For example, if interest rates rise by 1%, a portfolio with a two-year effective duration would expect the value of its portfolio to decrease by 2% and a portfolio with a ten-year effective duration would expect the value of its portfolio to decrease by 10%, all other factors being equal. Recent and potential future changes in monetary policy by central banks may affect the level of interest rates. Changes in interest rates may have unpredictable effects on the markets and an Underlying Fund’s investments, including negatively affecting yield, value and/or liquidity. Actions taken by the Federal Reserve Board or foreign central banks to stimulate or stabilize economic growth, such as increases or decreases in short-term interest rates, may adversely affect markets, which could, in turn, negatively impact an Underlying Fund’s performance.
Large Size Company Risk - Large size companies may go in and out of favor based on market and economic conditions. Large size companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. Although the securities of larger companies may be less volatile than those of companies with smaller market capitalizations, returns on investments in securities of large size companies could trail the returns on investments in securities of smaller companies.
Liquidity Risk - An Underlying Fund may not be able to sell a security at or near its perceived value in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, little or no active trading market for a specific type of security, legal or contractual restrictions on resale, or a reduced number or capacity of market participants to make a market in such security. Liquidity risk may also refer to the risk that an Underlying Fund will not be able to pay redemption proceeds within the allowable time period or without significant dilution to the remaining investors’ interest due to market conditions or other factors. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of an Underlying Fund. Additionally, the sale of less liquid or illiquid investments may involve substantial delays (including delays in settlement) and additional costs, and an Underlying Fund may be unable to sell such securities when necessary to meet its liquidity needs. Extraordinary and sudden changes in interest rates could disrupt the market for fixed income securities and result in fluctuations in an Underlying Fund’s net asset value. Increased redemptions due to a rise in interest rates may require an Underlying Fund to liquidate its holdings at an unfavorable time and/or under adverse or disadvantageous conditions which may negatively affect the Underlying Fund. Investments in many, but not all, foreign securities tend to have greater exposure to liquidity risk than domestic securities because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently.
Management Risk - A strategy, investment decision, technique, analysis, or model used by the portfolio managers may fail to produce the intended results or imperfections, errors or limitations in the tools and data used by the portfolio managers may cause unintended results. If the portfolio managers are incorrect in their expectation of the timing or level of fluctuation in securities prices, interest rates, currency prices or other variables, this could result in losses. A lack of correlation between changes in the value of derivatives and the value of the portfolio assets (if any) being hedged could also result in losses. In addition, there is a risk that the performance of derivatives or other instruments used by the portfolio managers to replicate the performance of a particular asset class may not accurately track the performance of that asset class. Therefore, an Underlying Fund could underperform in comparison to other funds with similar objectives and investment strategies and may generate losses even in a favorable market.
Market Risk - The value of an Underlying Fund's investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting specific issuers held by an Underlying Fund, particular industries represented in an Underlying Fund's portfolio, or the overall securities markets. A variety of factors can increase the volatility of an Underlying Fund's holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, sanctions, natural disasters, outbreaks of infectious illnesses or other widespread public health issues, or adverse investor sentiment generally.
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Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in an issuer’s value due to short-term market movements or for significantly longer periods during more prolonged market downturns. During such a general downturn in the markets, multiple asset classes may decline in value. In recent years, war, acts of terrorism, recessions, rising inflation, social and political discord, debt crises and downgrades have resulted in extreme volatility in the global economy and financial markets. These events could be prolonged and could adversely affect the value and liquidity of an Underlying Fund’s investments and negatively impact the Underlying Fund’s performance.
Mortgage-Backed Securities Risk - Mortgage-backed securities represent interests in pools of commercial or residential mortgages that are subject to the risk that borrowers will prepay the principal on their loans more quickly than expected (prepayment risk) when mortgage rates fall or more slowly than expected (extension risk) when mortgage rates rise, which may affect the yield, average life and price of the securities. Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities. Mortgage-backed securities issued by a government agency are protected from principal loss through guarantees provided by the agency, while mortgage-backed securities issued by non-government issuers are not and therefore carry the additional risk of default should the credit performance of the underlying loans decline. This risk is mitigated through credit enhancements that cover losses in stressed scenarios, however, principal loss is possible should credit conditions deteriorate to a point where the enhancements prove to be insufficient.
Real Estate Investment Trust/Real Estate Risk - Investments in real estate-related instruments may be affected by similar risks as direct investment in real estate and the real estate market generally, including, among others: economic, legal, cultural, governmental, environmental or technological factors that affect property values, rents or occupancies of real estate. Historically, the real estate industry has been cyclical and particularly sensitive to economic downturns and other events that limit demand for real estate, which would adversely impact the value of real estate investments. Real estate companies, including REITs or similar structures, tend to be small and mid cap companies, which means their shares may be more volatile and less liquid. REITs and real estate-related companies may not be diversified due to ownership of a limited number of properties or concentration in a particular geographic region or property type. Equity REITs may be affected by changes in the values of and incomes from the properties they own, while mortgage REITs may be affected by the credit quality of the mortgage loans they hold. The value of investments in real estate-related companies may be affected by demographic trends, the demand for real estate and rental property, the quality of management, the ability to repay loans, the utilization of leverage and financial covenants related thereto, whether the companies carry adequate insurance and environmental factors. If a real estate-related company defaults, an Underlying Fund may own real estate directly, which involves additional risks such as environmental liabilities, difficulty in valuing and selling the real estate, and economic or regulatory changes. REITs are also subject to risks associated with changes in interest rates.
Small and Medium Size Company Risk - The stocks of small and medium size companies often trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies. Stocks of small and medium size companies may not have wide marketability, which may cause an Underlying Fund to lose money if it needs to sell the stocks when there are few interested buyers. Such companies may also have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. Accordingly, stocks of small and medium size companies tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than stocks of larger companies, especially over the short term, and are more likely not to survive or accomplish their goals with the result that the value of their stock could decline significantly. In addition, there may be less publicly available information concerning small and medium size companies upon which to base an investment decision.
Value Stock Risk - A “value” style of investing is subject to the risk that returns on “value” stocks are less than returns on other styles of investing or the overall stock market. Value stocks tend to trade at lower price-to-book and price-to-earnings ratios, which suggest the market as a whole views their potential future earnings as limited. Investing in value stocks carries the risk that the market will not recognize a stock's potential value for a long time, or that a stock judged to be undervalued may actually be appropriately valued.
A complete listing of each Fund’s investment limitations and more detailed information about its investment policies and practices are contained in the SAI.
You should be aware that the Funds are not intended to provide a complete solution to your investment or retirement needs. If you intend to invest in a Fund in connection with your retirement, you should consider many factors including your projected retirement date, your projected financial needs, and your other sources of income.
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Portfolio Holdings Disclosure
A description of the policies and procedures of Empower Funds with respect to the disclosure of the Funds' portfolio securities is available in the SAI. The back cover of this Prospectus explains how you can obtain a copy of the SAI.
More Information About the Funds’ Fees and Expenses
The expenses shown in each Fund’s table of Annual Fund Operating Expenses (unless otherwise noted in the footnotes) are for the fiscal year ended December 31, 2023. The total expense ratios may be higher or lower than shown in the fee table depending on the actual allocation of each Fund’s assets among Underlying Funds and the actual expenses of the Underlying Funds.
With respect to each Fund, investors may be able to realize lower aggregate expenses by investing directly in the Underlying Funds instead of the Funds. Since the Funds pursue their investment objective by investing in Underlying Funds, you will bear your proportionate share of the expenses of the applicable Fund and indirectly, your proportionate share of the expenses (including operating costs and management fees) of the Underlying Funds. You may indirectly bear expenses paid by the Underlying Funds related to the distribution of such shares. However, not all of the Underlying Funds may be available as investment options to you and you would not have the potential asset allocation benefit offered by the Funds.
Underlying Funds may charge a sales load and certain other fees in connection with the purchase and distribution of such shares. ECM will arrange for Empower Funds to be included within a class of investors entitled not to pay sales loads by purchasing such shares. However, purchases of shares by the Funds would remain subject to any redemption fees, exchange fees, or administrative fees associated with the particular class of shares. The Funds also would remain subject to any distribution (Rule 12b-1) fees associated with shares of Underlying Funds.
Management and Organization
Investment Adviser
ECM, a Colorado limited liability company with its principal business address at 8515 East Orchard Road, Greenwood Village, Colorado 80111, is registered as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). ECM provides investment advisory, accounting and administrative services to Empower Funds, and is the investment adviser of the Funds. ECM is a subsidiary of Empower of America and an affiliate of Empower Retirement, LLC (“Empower”). As of December 31, 2023, ECM provided investment management services for mutual funds and other investment portfolios representing assets of $64.1 billion. ECM and its affiliates have been providing investment management services since 1969.
The Funds are managed by an Asset Allocation Committee of ECM comprised of Andrew Corwin and Maria Mendelsberg.
 
•Andrew Corwin, CFA, Portfolio Manager & Head of Portfolio Construction and Research, and Chairperson of the Asset Allocation Committee has managed the Lifetime 2015, 2025, 2035, 2045 and 2055 Funds since 2014 and the Lifetime 2020, 2030, 2040, 2050 and 2060 Funds since inception and joined ECM in 2011.
 
•Maria Mendelsberg, CFA, Portfolio Manager, has managed the Lifetime 2015-2055 Funds since 2018, the Lifetime 2060 Fund since inception and joined ECM in 2016.
Please see the SAI for additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of shares of the Funds.
Advisory Fees
For its services, with respect to each Fund, ECM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.12% of the applicable Fund’s average daily net assets. Pursuant to the investment advisory agreement, ECM is responsible for all of its fees and expenses incurred in performing the services set forth in the agreement and all other fees and expenses, except that the Funds shall pay all distribution and other fees and expenses incurred under a plan adopted pursuant to Rule 12b-1 under the 1940 Act with respect to Service Class shares, all shareholder services fees with respect to Investor Class and Service Class shares, and any extraordinary expenses, including litigation costs. ECM has contractually agreed to reduce its management fee by 0.35% of the amount each Fund allocates to the Contract. The agreement’s current term ends on April 30, 2025 and automatically renews for one-year terms unless it is terminated upon termination of the investment advisory agreement or by Empower Funds or ECM upon written notice within 90 days of the end of the current term.
A discussion regarding the basis for the Board approving the investment advisory agreement is available in the Funds’ Semi-Annual Report to shareholders for the period ended June 30, 2023 and will be available in the Funds’ Semi-Annual Report to shareholders for the period ending June 30, 2024.
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The Funds enter into contractual arrangements with various parties, including, among others, the Funds’ investment adviser, who provide services to the Funds. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of those contractual arrangements.
This Prospectus and the SAI provide information concerning the Funds that you should consider in determining whether to purchase shares of a Fund. The Funds may make changes to this information from time to time. Neither this Prospectus nor the SAI is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred by federal or state securities laws.
Shareholder Information
Investing in the Funds
Shares of the Funds are not for sale directly to the public. Currently, Empower Funds may sell Fund shares to Permitted Accounts. For information concerning your rights and for information on how to purchase or redeem shares of the Funds offered as an investment option under a Permitted Account, please refer to the applicable prospectus and/or disclosure documents for that Permitted Account. The Funds may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently. With certain exceptions, the Funds are generally available only to shareholders residing in the U.S. However, the Funds may not be offered in your state.
Pricing Shares
The transaction price for buying, selling, or exchanging a Fund’s shares is the net asset value of the Fund. Each Fund’s net asset value is generally calculated as of the close of regular trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern Time) every day the NYSE is open. However, the time at which a Fund’s net asset value is calculated may be changed if trading on the NYSE is restricted, the NYSE closes at a different time (for example, a scheduled early closing), or as permitted by the SEC. To the extent that a Fund’s (or Underlying Fund’s) assets are traded in other markets on days when the NYSE is closed, the value of the Fund’s (or Underlying Fund’s) assets may be affected on days when Empower Funds is not open for business. In addition, trading in some of a Fund’s (or Underlying Fund’s) assets may not occur on days when Empower Funds is open for business. Your share price will be the next net asset value calculated after the order is received in “good order.” This means that the requests must be accompanied by proper payment and sufficient information, documentation and detail before the close of regular trading on the NYSE to enable a Fund to allocate assets properly.
A separate net asset value is calculated for each share class of a Fund. Net asset value is determined by dividing net assets of each of a Fund’s share classes (the total value of assets allocated to the class, minus liabilities allocated to that class) by the number of the Fund’s outstanding shares for the applicable share class.
Each Fund values its shares of the Underlying Funds at each Underlying Fund’s respective net asset value and values its other assets at current market prices where current market prices are readily available. If current market prices or Underlying Fund net asset values are not readily available, each Fund’s assets will be valued at fair value as determined in good faith in accordance with procedures approved by the Board. The Board has designated ECM as the valuation designee pursuant to Rule 2a-5 under the 1940 Act and delegated to ECM the responsibility of making fair value determinations, subject to the oversight of the Board.
Because each Fund is primarily invested in shares of Underlying Funds, each Fund’s net asset value is based primarily on the net asset value of the Underlying Funds in which it invests. The prospectuses for the Underlying Funds explain how the Underlying Funds calculate net asset value, and the circumstances under which the Underlying Funds may use fair value pricing.
Exchanging Shares
Participants in, or owners of, Permitted Accounts that purchased shares of a Fund on their behalf may, in accordance with the applicable Permitted Account rules, exchange shares of the Fund.
A Fund may refuse exchange purchases by any person or group if, in ECM’s judgment, the Fund would be unable to invest the money effectively in accordance with its investment objective and policies or would otherwise potentially be adversely affected.
Redeeming Shares
Each Fund will normally send redemption proceeds within one business day following the receipt of a redemption request that is in good order. Each Fund may, however, delay payment of redemption proceeds for up to seven days and may suspend redemptions and/or further postpone payment proceeds when the NYSE is closed (other than weekends or holidays) or when trading thereon is restricted or during emergency or other circumstances if it is not reasonably practicable for the Fund to liquidate its portfolio securities or fairly determine the value of its net assets, each as determined by the SEC, or as otherwise permitted by an order issued by the SEC. When a shareholder places a request to redeem shares for which the purchase money has not yet been collected, the request is not considered to be in good order until the purchase has been cleared. Following clearance, the request will be executed at the next determined net asset value.
Under normal conditions, each Fund typically expects to meet daily shareholder redemptions by monitoring each Fund’s portfolio and redemption activities and by holding a reserve of highly liquid assets, such as cash or cash equivalents. Each Fund may use
88
additional methods to meet shareholder redemptions, if they become necessary. These methods may include, but are not limited to, the sale of portfolio assets, the use of overdraft protection afforded by each Fund’s custodian bank or borrowing from a line of credit.
Dividends and Capital Gains Distributions
Each Fund earns dividends, interest and other income from its investments, and ordinarily distributes this income (less expenses), if any, to shareholders as dividends annually. Each Fund also realizes capital gains from its investments, and distributes these gains (less any losses), if any, to shareholders as capital gains distributions at least once annually. Both dividends and capital gains distributions are reinvested in additional shares of the Funds at net asset value.
Frequent Purchases and Redemptions of Fund Shares
The Funds are not intended for the purpose of market timing or excessive trading activity. Market timing activity may dilute the interests of shareholders in the Funds. (As used in this section, “shareholders” include individual holders of variable contracts investing in the Funds through subaccount units, IRA owners and other retirement plan participants, and college savings program participants.) Market timing generally involves frequent or unusually large trades that are intended to take advantage of short-term fluctuations in the value of a Fund’s securities and the reflection of that change in the Fund’s share price. In addition, frequent or unusually large trades may harm performance by increasing Fund expenses and disrupting Fund management strategies. For example, excessive trading may result in forced liquidations of Fund securities or cause a Fund to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.
The Funds invest to varying degrees in Underlying Funds that hold securities that may trade infrequently or may be more difficult to value, such as securities of smaller companies or lower-rated securities, and which may be susceptible to trading by short-term traders who seek to exploit perceived price inefficiencies in the Underlying Funds’ investments. In addition, the market for securities of smaller companies or lower-rated securities may at times show “market momentum,” in which positive or negative performance may continue from one day to the next for reasons unrelated to the fundamentals of the issuer. Short-term traders may seek to capture this momentum by trading frequently in an Underlying Fund’s shares, which will reduce the Underlying Fund’s performance and may dilute the interests of other shareholders (such as the Funds). Because shares of smaller companies and lower-rated securities may be less liquid than securities of larger companies and higher-rated debt, an Underlying Fund may also be unable to buy or sell these securities at desirable prices when the need arises (for example, in response to volatile cash flows caused by short-term trading). Similar risks may apply if an Underlying Fund holds other types of less liquid securities.
When an Underlying Fund invests in foreign securities, its performance may be adversely impacted and the interests of longer-term shareholders (such as the Funds) may be diluted as a result of time-zone arbitrage, a short-term trading practice that seeks to exploit changes in the value of a Fund’s investments that result from events occurring after the close of the foreign markets on which the investments trade, but prior to the later close of trading on the NYSE, the time as of which the Underlying Funds determine their net asset value. If an arbitrageur is successful, he or she may dilute the interests of other shareholders by trading shares at prices that do not fully reflect their fair value.
Empower Funds maintains policies and procedures, approved by the Board, which are designed to discourage market timing and excessive trading activity by shareholders. As part of the procedures, all transaction requests (received in good order, as described above under Pricing Shares) will be processed at a Fund’s next determined net asset value. In all cases, if the order is received from the shareholder before the close of regular trading on the NYSE, generally 4:00 p.m. Eastern Time, it is processed with that day’s trade date at that day’s net asset value.
It is Empower Funds’ practice and policy to identify any shareholder who initiates a transfer into a Fund, then initiates a transfer out of the Fund within a 30-day calendar period (a “round trip”) and to notify such shareholder that a second round trip within the Fund will result in the shareholder being restricted from initiating a transfer of any portion of the shareholder’s assets (not including purchases into the Fund made with new assets contributed or rolled into the shareholder’s account) into the Fund for a 30-day period. In addition, if a Fund identifies a shareholder that has been subject to the purchase restriction more than once because of repeated frequent trading, the Fund may provide written direction to the shareholder’s financial intermediary to implement special restrictions on such shareholder.
Empower Funds has also adopted pricing procedures and guidelines, including procedures for fair value pricing of Fund securities to reflect significant market events occurring after the close of a foreign or domestic exchange on which securities held by a Fund are traded, or which otherwise may not be reflected in the market price of a foreign or domestic security. One of the objectives of Empower Funds’ fair value pricing procedures is to minimize the possibilities of the type of market timing described above. The procedures are designed to limit dilution to a Fund that may be caused by market timing activities following a significant market event that occurs prior to the Fund's pricing time.
Empower Funds has entered into agreements with financial intermediaries, including insurance companies, that are designees of Permitted Accounts (“record keepers”) that require the record keepers to monitor trading and/or provide certain information to help identify frequent trading activity and to prohibit further purchases or exchanges by a shareholder identified as having engaged in frequent trades. Empower Funds will rely on the record keepers to identify and notify shareholders who have engaged in frequent or excessive trading. The application of frequent or excessive trading limitations may vary among record keepers. There
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are no assurances that record keepers will properly administer frequent-trading limitations. If you invest with Empower Funds through record keepers, please read that firm’s materials carefully to learn of any other rules or fees that may apply.
The practices and policies described above are intended to deter and curtail market timing and excessive trading in the Funds. However, there can be no assurance that these policies, individually or collectively, will be totally effective in this regard because of various factors. In particular, it may not be possible to identify market timing or excessive trading activity until a trading pattern is established. Shareholders seeking to engage in market timing or excessive trading practices may deploy a variety of strategies to avoid detection, and there is no guarantee that the Funds or their agents will be able to identify such shareholders or curtail their trading practices. The ability of the Funds and their agents to detect and curtail market timing or excessive trading practices may also be limited by operational systems and technological limitations. Further, all Fund purchase, redemption and exchange orders are received through omnibus accounts. Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple beneficial owners, are a common form of holding shares among Permitted Accounts. The Funds typically are not able to identify trading by a particular beneficial owner through an omnibus account, which may make it difficult or impossible to determine if a particular account is engaged in market timing prior to completion of a specific Fund trade. Also, certain Permitted Accounts have different policies regarding monitoring and restricting market timing in the underlying beneficial owner accounts maintained through an omnibus account, that may be more or less restrictive than Empower Funds’ practices discussed above. To the extent the Funds do not detect market timing and/or excessive trading, it is possible that a market timer may be able to make market timing and/or excessive trading transactions with the result that management of the Funds may be disrupted, and shareholders may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the Funds.
Empower Funds endeavors to ensure that its procedures are uniformly and consistently applied to all shareholders, and it does not exempt any persons from these procedures. In addition, Empower Funds does not enter into agreements with shareholders whereby it permits market timing or excessive trading. However, because of the discretionary nature of the restrictions and given that Empower Funds reserves the right to reject orders, the possibility exists that some shareholders may engage in market timing before restrictions are imposed. Empower Funds may revise its market timing and excessive trading policy and related procedures at the sole discretion of the Board, at any time and without prior notice, as it deems necessary or appropriate to comply with state or federal regulatory requirements or to impose additional or alternative restrictions on shareholders engaging in market timing or excessive trading.
The practices and policies described above relate only to deterring and curtailing market timing in the Funds. The prospectuses for the Underlying Funds explain the Underlying Funds’ policies and procedures related to excessive trading and market timing of the shares of the Underlying Funds.
Voting Procedures for Variable Contract Owners
Shares attributable to the Funds held in variable contracts will be voted by insurance company separate accounts based on instructions received from owners of variable contracts. The number of votes that an owner of a variable contract has the right to cast will be determined by applying his/her percentage interest in a Fund (held through a variable contract) to the total number of votes attributable to the Fund. In determining the number of votes, fractional shares will be recognized. Shares held in the variable contracts for which a Fund does not receive instructions, and shares owned by ECM, which provided initial capital to the Funds, will be voted in the same proportion as shares for which the Funds have received instructions. As a result of such proportionate voting a small number of variable contracts owners may determine the outcome of the shareholder vote(s).
Federal Income Tax Consequences
Each Fund intends to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Each Fund intends to qualify under the Code with respect to diversification requirements related to variable contracts. Each Fund intends to distribute all of its net investment income and capital gains to shareholders and, therefore, will not be required to pay any federal income tax. Each Fund is treated as a separate corporation for purposes of the Code. Therefore, the assets, income, and distributions of each Fund are considered separately for purposes of determining whether or not the Fund qualifies as a regulated investment company.
If a Fund does not meet the Code requirements and does not satisfy the cure provisions and becomes a taxable entity, the Fund would be required to pay federal income tax on its income and capital gains. This would affect your investment because your return would be reduced by the taxes paid by a Fund. In addition, if a Fund fails to qualify as a regulated investment company, owners of variable contracts who have indirectly invested in the Fund through their variable contracts may be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral.
The tax consequences of your investment in a Fund depend on the provisions of the Permitted Account through which you invest in the Fund. For more information, please refer to the applicable prospectus and/or disclosure documents for the Permitted Account.
Effect of Foreign Taxes
Dividends and interest received by an Underlying Fund on foreign securities may be subject to withholding and other taxes imposed by foreign governments. These taxes will generally reduce an Underlying Fund’s return on such foreign securities, which will reduce the return of any Fund that invests in the Underlying Fund.
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Share Classes
The Funds have three classes of shares, Institutional Class, Investor Class and Service Class shares. Each class is identical except that Service Class shares have a distribution and service plan which is described below, and Investor Class and Service Class shares have a shareholder services fee which is described below.
Service Class Distribution Plan
The Funds have adopted a distribution, or “Rule 12b-1,” plan for their Service Class shares. The plan allows the Service Class shares of the Funds to compensate Empower Financial Services, Inc., Empower Funds’ principal underwriter and distributor (the “Distributor”), for distribution of Service Class shares and for providing or arranging for the provision of services to Service Class shareholders. The Distributor may spend payments received under the Rule 12b-1 plan on any activities or fees and expenses primarily intended to result in the sale of Service Class shares of the Funds and/or for providing or arranging for the provision of services to the Funds' Service Class shareholders.
The Rule 12b-1 plan provides for a maximum fee equal to an annual rate of 0.10% (expressed as a percentage of average daily net assets of the Service Class shares of each Fund). Because these fees are paid out of Service Class assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Shareholder Services Agreement
Empower Funds entered into a Shareholder Services Agreement with Empower, an affiliate of ECM and a subsidiary of Empower of America. Pursuant to the Shareholder Services Agreement, Empower provides various recordkeeping, administrative and shareholder services (“Shareholder Services”) to shareholders that invest in the Funds through Permitted Accounts. The Shareholder Services provided by Empower include but are not limited to (1) executing purchase and redemption instructions received from shareholders; (2) recording the ownership interest of each shareholder and maintaining a record of the number of shares issued to each shareholder; (3) maintaining a call center and investigating all inquiries from shareholders; (4) distributing annual prospectus updates, supplements to the prospectus and SAI, and annual and semi-annual shareholder reports to shareholders; (5) preparing and delivering quarterly statements to shareholders; and (6) preparing and delivering confirmations for each purchase, redemption or exchange transaction of a shareholder. The Shareholder Services provided by Empower are not in the capacity of a sub-transfer agent for the Funds. Pursuant to the Shareholder Services Agreement, Empower receives a fee equal to 0.35% of the average daily net asset value of the Investor Class, Service Class and Class L shares of the Funds (“Shareholder Services Fee”). To the extent the Funds are offered on other platforms and other entities provide the Shareholder Services, Empower or its affiliates enter into a separate agreement with such entity and pay the Shareholder Services Fee to that entity.
Cash and Non-Cash Incentive Arrangements
Empower of America, the Distributor, and/or their affiliates (for purposes of this section only, “Empower of America affiliates”), out of their own resources and without additional cost to the Funds, may contribute to various cash and non-cash incentive arrangements to promote the sale of shares of the Funds. These arrangements will be made available, and applied uniformly, to registered representatives associated with the Distributor. The Empower of America affiliates may sponsor various contests and promotions subject to applicable Financial Industry Regulatory Authority (“FINRA”) and SEC regulations in which registered representatives may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA and SEC regulations, the Empower of America affiliates may also pay for the travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.
Cash incentive arrangements may vary depending on the arrangement in place at any particular time. Currently, registered representatives associated with the Distributor are eligible to receive additional cash incentive compensation when retirement plans invest in certain Empower of America affiliated products, including Empower Funds. Other cash incentives payable to participating registered representatives may be based on certain performance measurements, including a percentage of the net amount invested in the Funds attributable to certain Permitted Accounts. These types of arrangements could be viewed as creating conflicts of interest. In some cases, the payment of incentive-based compensation may create a financial incentive for a registered representative to recommend or sell shares of the Funds instead of other funds where payments are not received. Similarly, the receipt of such payments could create an incentive for a registered representative to recommend certain Permitted Accounts or investment options under the Permitted Accounts instead of other Permitted Accounts or investment options. You should ask your registered representative or retirement plan sponsor for details about any compensation received in connection with the sale of shares of the Funds.
Other Payments to Financial Intermediaries
Empower of America and/or its affiliates (collectively, the “Empower of America Funds Group” or “EAFG”) may make payments to broker-dealers and other financial intermediaries, including insurance companies, for providing marketing support services, networking, shareholder services, and/or administrative or recordkeeping support services with respect to the Funds. The existence or level of such payments may be based on factors that include, without limitation, differing levels or types of services provided by the broker-dealer or other financial intermediary, the expected level of assets or sales of shares, the placing of some or all of the Funds on a recommended or preferred list, and/or access to an intermediary’s personnel and other factors. Such payments are paid from EAFG’s legitimate profits and other financial resources (not from the Funds) and may be in addition to any Rule 12b-1 payments that are made to broker-dealers and other financial intermediaries. To the extent permitted by SEC and FINRA rules and
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other applicable laws and regulations, EAFG may pay or allow other promotional incentives or payments to dealers and other financial intermediaries.
The sale of Fund shares, and/or shares of other mutual funds affiliated with Empower Funds, is not considered a factor in the selection of broker-dealers to execute the Funds' portfolio transactions. Accordingly, the allocation of portfolio transactions for execution by broker-dealers that sell Empower Funds is not considered marketing support payments to such broker-dealers.
EAFG’s payments to financial intermediaries could be significant to the intermediary and may provide the intermediary with an incentive to favor the Funds or affiliated funds. Your financial intermediary may charge you additional fees or commissions other than those disclosed in this Prospectus. Contact your financial intermediary for information about any payments it receives from EAFG and any services it provides, as well as about fees and/or commissions it charges.
Partner Payments to Empower
Empower may receive payments from registered investment advisers and/or their affiliates (“Partner(s)”), including current and potential sub-advisers to Empower Funds, as applicable, for providing services to Partners and Partner products offered through Empower’s retirement platforms. Program services include but are not limited to: (1) consideration for inclusion in Empower products developed for some segments of the retirement and IRA market, (2) inclusion on the Empower Select investment platform, which is available in the small plan recordkeeping market, (3) a waiver of the connectivity fee, (4) enhanced marketing opportunities, (5) additional reporting capabilities, (6) collaboration in thought leadership opportunities, (7) access to meetings with Empower leadership, Empower staff, and the third-party advisory and brokerage firms through which Empower distributes its services, and (8) access to conferences put on by Empower. The level of payments made by Partners may be based on differing levels or types of services provided by Empower, among other considerations.
Annual and Semi-Annual Shareholder Reports
The fiscal year of the Funds ends on December 31 of each year. Twice a year, a report containing a summary of the Funds' performance and other information will be made available to shareholders of each Fund. Annual and semi-annual shareholder reports for the Funds may be accessed at the SEC’s website at www.sec.gov and the Empower Funds’ website at www.empower.com/investments/empower-funds/fund-documents.
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Financial Highlights
The financial highlights tables presented below are intended to help you understand the financial performance of each Fund’s Institutional Class, Investor Class and Service Class shares for the past five years, or, if shorter, the period of such class’s operations. Certain information reflects financial results for a single Fund share. Total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). Total returns do not include expenses associated with Permitted Accounts. If such expenses were included, total returns would be lower. The information has been derived from financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report, along with each Fund’s financial statements, is included in the Funds' Annual Report, which is available upon request.
Selected data for a share of capital stock of each Fund throughout the periods indicated.
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Empower Lifetime 2015 Fund  
 
 
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
$12.06
0.33
0.90
1.23
(0.37)
(0.18)
(0.55)
$12.74
10.33%
12/31/2022
$14.83
0.26
(2.07)
(1.81)
(0.26)
(0.70)
(0.96)
$12.06
(12.27%)
12/31/2021
$14.77
0.35
0.90
1.25
(0.33)
(0.86)
(1.19)
$14.83
8.48%
12/31/2020
$13.77
0.47
1.02
1.49
(0.25)
(0.24)
(0.49)
$14.77
11.00%
12/31/2019
$12.72
0.27
1.63
1.90
(0.20)
(0.65)
(0.85)
$13.77
15.17%
Service Class
12/31/2023
$12.03
0.31
0.90
1.21
(0.35)
(0.18)
(0.53)
$12.71
10.18%
12/31/2022
$14.79
0.25
(2.07)
(1.82)
(0.24)
(0.70)
(0.94)
$12.03
(12.36%)
12/31/2021
$14.72
0.29
0.94
1.23
(0.30)
(0.86)
(1.16)
$14.79
8.39%
12/31/2020
$13.68
0.24
1.24
1.48
(0.20)
(0.24)
(0.44)
$14.72
11.01%
12/31/2019
$12.64
0.25
1.61
1.86
(0.17)
(0.65)
(0.82)
$13.68
14.96%
Institutional Class
12/31/2023
$7.15
0.23
0.52
0.75
(0.42)
(0.18)
(0.60)
$7.30
10.69%
12/31/2022
$9.26
0.20
(1.30)
(1.10)
(0.31)
(0.70)
(1.01)
$7.15
(11.95%)
12/31/2021
$9.67
0.24
0.61
0.85
(0.40)
(0.86)
(1.26)
$9.26
8.85%
12/31/2020
$9.16
0.20
0.82
1.02
(0.27)
(0.24)
(0.51)
$9.67
11.47%
12/31/2019
$8.76
0.23
1.10
1.33
(0.28)
(0.65)
(0.93)
$9.16
15.53%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$296,360
0.47%
0.42%
 
2.63%
14%
12/31/2022
$311,878
0.47%
0.43%
 
2.00%
17%
12/31/2021
$422,380
0.47%
0.43%
 
2.27%
25%
12/31/2020
$370,481
0.47%
0.43%
 
3.34%
24%
12/31/2019
$57,202
0.47%
0.43%
 
2.00%
17%
Service Class
 
 
 
 
 
 
12/31/2023
$143,675
0.57%
0.52%
 
2.53%
14%
12/31/2022
$182,845
0.57%
0.53%
 
1.86%
17%
12/31/2021
$268,126
0.57%
0.53%
 
1.88%
25%
12/31/2020
$328,331
0.57%
0.53%
 
1.73%
24%
12/31/2019
$369,554
0.57%
0.53%
 
1.83%
17%
Institutional Class
 
 
 
 
 
 
12/31/2023
$55,632
0.12%
0.07%
 
3.17%
14%
12/31/2022
$51,615
0.12%
0.08%
 
2.48%
17%
12/31/2021
$61,545
0.12%
0.08%
 
2.45%
25%
12/31/2020
$72,053
0.12%
0.08%
 
2.22%
24%
12/31/2019
$87,560
0.12%
0.08%
 
2.46%
17%
 
(a)
Per share amounts are based upon average shares outstanding.
(b)
Total return does not include any fees or expenses of variable insurance contracts, if applicable. If such fees or expenses were included, the return shown
would have been lower.
(c)
Total return shown net of expenses reimbursed and/or waived, if applicable. Without the expense reimbursement and/or waiver, the return shown would have
been lower.
(d)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
94
Empower Lifetime 2020 Fund  
 
 
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
$9.39
0.26
0.76
1.02
(0.27)
(0.19)
(0.46)
$9.95
10.97%
12/31/2022
$11.70
0.20
(1.71)
(1.51)
(0.21)
(0.59)
(0.80)
$9.39
(12.95%)
12/31/2021
$11.57
0.30
0.76
1.06
(0.28)
(0.65)
(0.93)
$11.70
9.17%
12/31/2020
$10.91
0.46
0.75
1.21
(0.22)
(0.33)
(0.55)
$11.57
11.31%
12/31/2019
$10.00
0.22
1.40
1.62
(0.20)
(0.51)
(0.71)
$10.91
16.44%
Service Class
12/31/2023
$9.50
0.28
0.74
1.02
(0.25)
(0.19)
(0.44)
$10.08
10.86%
12/31/2022
$11.81
0.23
(1.76)
(1.53)
(0.19)
(0.59)
(0.78)
$9.50
(12.97%)
12/31/2021
$11.64
0.27
0.79
1.06
(0.24)
(0.65)
(0.89)
$11.81
9.12%
12/31/2020
$10.94
0.20
1.00
1.20
(0.17)
(0.33)
(0.50)
$11.64
11.21%
12/31/2019
$10.03
0.21
1.40
1.61
(0.19)
(0.51)
(0.70)
$10.94
16.24%
Institutional Class
12/31/2023
$9.40
0.30
0.75
1.05
(0.32)
(0.19)
(0.51)
$9.94
11.30%
12/31/2022
$11.73
0.24
(1.72)
(1.48)
(0.26)
(0.59)
(0.85)
$9.40
(12.61%)
12/31/2021
$11.60
0.35
0.76
1.11
(0.33)
(0.65)
(0.98)
$11.73
9.60%
12/31/2020
$10.92
0.24
1.01
1.25
(0.24)
(0.33)
(0.57)
$11.60
11.72%
12/31/2019
$10.03
0.27
1.39
1.66
(0.26)
(0.51)
(0.77)
$10.92
16.80%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$320,587
0.47%
0.43%
 
2.67%
27%
12/31/2022
$319,793
0.47%
0.44%
 
1.93%
30%
12/31/2021
$392,502
0.47%
0.44%
 
2.51%
26%
12/31/2020
$251,811
0.47%
0.44%
 
4.11%
34%
12/31/2019
$14,883
0.47%
0.44%
 
2.02%
26%
Service Class
 
 
 
 
 
 
12/31/2023
$16,806
0.57%
0.53%
 
2.89%
27%
12/31/2022
$17,343
0.57%
0.54%
 
2.22%
30%
12/31/2021
$24,730
0.57%
0.54%
 
2.23%
26%
12/31/2020
$30,583
0.57%
0.54%
 
1.86%
34%
12/31/2019
$32,034
0.57%
0.54%
 
1.97%
26%
Institutional Class
 
 
 
 
 
 
12/31/2023
$30,257
0.12%
0.08%
 
3.06%
27%
12/31/2022
$34,008
0.12%
0.09%
 
2.28%
30%
12/31/2021
$46,048
0.12%
0.09%
 
2.90%
26%
12/31/2020
$47,668
0.12%
0.09%
 
2.23%
34%
12/31/2019
$57,786
0.12%
0.09%
 
2.49%
26%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
95
Empower Lifetime 2025 Fund  
 
 
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
$12.52
0.34
1.13
1.47
(0.31)
(0.28)
(0.59)
$13.40
11.91%
12/31/2022
$15.65
0.26
(2.42)
(2.16)
(0.23)
(0.74)
(0.97)
$12.52
(13.83%)
12/31/2021
$15.50
0.39
1.18
1.57
(0.35)
(1.07)
(1.42)
$15.65
10.16%
12/31/2020
$14.46
0.49
1.23
1.72
(0.27)
(0.41)
(0.68)
$15.50
12.24%
12/31/2019
$13.19
0.28
2.05
2.33
(0.22)
(0.84)
(1.06)
$14.46
18.01%
Service Class
12/31/2023
$12.50
0.32
1.13
1.45
(0.29)
(0.28)
(0.57)
$13.38
11.72%
12/31/2022
$15.61
0.23
(2.39)
(2.16)
(0.21)
(0.74)
(0.95)
$12.50
(13.88%)
12/31/2021
$15.44
0.32
1.23
1.55
(0.31)
(1.07)
(1.38)
$15.61
10.09%
12/31/2020
$14.37
0.25
1.44
1.69
(0.21)
(0.41)
(0.62)
$15.44
12.12%
12/31/2019
$13.11
0.27
2.03
2.30
(0.20)
(0.84)
(1.04)
$14.37
17.89%
Institutional Class
12/31/2023
$6.07
0.20
0.52
0.72
(0.38)
(0.28)
(0.66)
$6.13
12.18%
12/31/2022
$8.20
0.16
(1.26)
(1.10)
(0.29)
(0.74)
(1.03)
$6.07
(13.43%)
12/31/2021
$8.78
0.24
0.68
0.92
(0.43)
(1.07)
(1.50)
$8.20
10.52%
12/31/2020
$8.47
0.20
0.82
1.02
(0.30)
(0.41)
(0.71)
$8.78
12.67%
12/31/2019
$8.16
0.22
1.23
1.45
(0.30)
(0.84)
(1.14)
$8.47
18.43%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$577,246
0.47%
0.44%
 
2.64%
20%
12/31/2022
$541,300
0.47%
0.44%
 
1.88%
20%
12/31/2021
$655,221
0.47%
0.45%
 
2.43%
29%
12/31/2020
$509,178
0.47%
0.44%
 
3.35%
28%
12/31/2019
$108,828
0.47%
0.45%
 
1.93%
22%
Service Class
 
 
 
 
 
 
12/31/2023
$463,127
0.57%
0.54%
 
2.45%
20%
12/31/2022
$541,410
0.57%
0.54%
 
1.67%
20%
12/31/2021
$764,922
0.57%
0.55%
 
2.00%
29%
12/31/2020
$901,294
0.57%
0.54%
 
1.74%
28%
12/31/2019
$1,026,060
0.57%
0.55%
 
1.87%
22%
Institutional Class
 
 
 
 
 
 
12/31/2023
$178,282
0.12%
0.09%
 
3.13%
20%
12/31/2022
$180,371
0.12%
0.09%
 
2.29%
20%
12/31/2021
$188,094
0.12%
0.10%
 
2.66%
29%
12/31/2020
$198,671
0.12%
0.09%
 
2.40%
28%
12/31/2019
$212,287
0.12%
0.10%
 
2.48%
22%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
96
Empower Lifetime 2030 Fund  
 
 
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
$9.56
0.27
0.96
1.23
(0.26)
(0.28)
(0.54)
$10.25
13.07%
12/31/2022
$12.22
0.19
(1.98)
(1.79)
(0.19)
(0.68)
(0.87)
$9.56
(14.62%)
12/31/2021
$11.94
0.35
1.03
1.38
(0.32)
(0.78)
(1.10)
$12.22
11.60%
12/31/2020
$11.24
0.53
0.84
1.37
(0.22)
(0.45)
(0.67)
$11.94
12.61%
12/31/2019
$10.13
0.23
1.75
1.98
(0.21)
(0.66)
(0.87)
$11.24
20.00%
Service Class
12/31/2023
$9.67
0.26
0.97
1.23
(0.24)
(0.28)
(0.52)
$10.38
12.93%
12/31/2022
$12.34
0.19
(2.01)
(1.82)
(0.17)
(0.68)
(0.85)
$9.67
(14.72%)
12/31/2021
$12.02
0.30
1.08
1.38
(0.28)
(0.78)
(1.06)
$12.34
11.54%
12/31/2020
$11.28
0.22
1.15
1.37
(0.18)
(0.45)
(0.63)
$12.02
12.50%
12/31/2019
$10.15
0.22
1.76
1.98
(0.19)
(0.66)
(0.85)
$11.28
19.84%
Institutional Class
12/31/2023
$9.58
0.30
0.96
1.26
(0.31)
(0.28)
(0.59)
$10.25
13.34%
12/31/2022
$12.26
0.24
(1.99)
(1.75)
(0.25)
(0.68)
(0.93)
$9.58
(14.29%)
12/31/2021
$11.98
0.38
1.05
1.43
(0.37)
(0.78)
(1.15)
$12.26
12.00%
12/31/2020
$11.26
0.24
1.17
1.41
(0.24)
(0.45)
(0.69)
$11.98
12.99%
12/31/2019
$10.15
0.28
1.76
2.04
(0.27)
(0.66)
(0.93)
$11.26
20.52%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$406,535
0.47%
0.45%
 
2.70%
26%
12/31/2022
$332,604
0.47%
0.45%
 
1.77%
26%
12/31/2021
$368,130
0.47%
0.45%
 
2.75%
25%
12/31/2020
$227,945
0.47%
0.45%
 
4.60%
35%
12/31/2019
$10,577
0.47%
0.45%
 
2.09%
23%
Service Class
 
 
 
 
 
 
12/31/2023
$36,594
0.57%
0.55%
 
2.56%
26%
12/31/2022
$35,169
0.57%
0.55%
 
1.82%
26%
12/31/2021
$46,395
0.57%
0.55%
 
2.39%
25%
12/31/2020
$46,337
0.57%
0.55%
 
2.01%
35%
12/31/2019
$45,451
0.57%
0.55%
 
1.93%
23%
Institutional Class
 
 
 
 
 
 
12/31/2023
$73,954
0.12%
0.10%
 
3.00%
26%
12/31/2022
$64,855
0.12%
0.10%
 
2.22%
26%
12/31/2021
$76,991
0.12%
0.10%
 
3.03%
25%
12/31/2020
$66,143
0.12%
0.10%
 
2.16%
35%
12/31/2019
$78,245
0.12%
0.10%
 
2.52%
23%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
97
Empower Lifetime 2035 Fund  
 
 
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
$12.22
0.31
1.43
1.74
(0.26)
(0.32)
(0.58)
$13.38
14.40%
12/31/2022
$15.70
0.24
(2.69)
(2.45)
(0.19)
(0.84)
(1.03)
$12.22
(15.62%)
12/31/2021
$15.17
0.46
1.57
2.03
(0.37)
(1.13)
(1.50)
$15.70
13.46%
12/31/2020
$14.18
0.48
1.33
1.81
(0.25)
(0.57)
(0.82)
$15.17
13.30%
12/31/2019
$12.71
0.25
2.51
2.76
(0.20)
(1.09)
(1.29)
$14.18
22.17%
Service Class
12/31/2023
$12.03
0.30
1.40
1.70
(0.23)
(0.32)
(0.55)
$13.18
14.32%
12/31/2022
$15.46
0.20
(2.62)
(2.42)
(0.17)
(0.84)
(1.01)
$12.03
(15.70%)
12/31/2021
$14.94
0.36
1.62
1.98
(0.33)
(1.13)
(1.46)
$15.46
13.34%
12/31/2020
$13.93
0.24
1.54
1.78
(0.20)
(0.57)
(0.77)
$14.94
13.29%
12/31/2019
$12.50
0.24
2.47
2.71
(0.19)
(1.09)
(1.28)
$13.93
22.09%
Institutional Class
12/31/2023
$5.61
0.17
0.64
0.81
(0.33)
(0.32)
(0.65)
$5.77
14.91%
12/31/2022
$7.92
0.14
(1.34)
(1.20)
(0.27)
(0.84)
(1.11)
$5.61
(15.29%)
12/31/2021
$8.36
0.24
0.90
1.14
(0.45)
(1.13)
(1.58)
$7.92
13.83%
12/31/2020
$8.17
0.18
0.87
1.05
(0.29)
(0.57)
(0.86)
$8.36
13.84%
12/31/2019
$7.85
0.20
1.50
1.70
(0.29)
(1.09)
(1.38)
$8.17
22.58%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$574,908
0.47%
0.46%
 
2.41%
23%
12/31/2022
$487,896
0.47%
0.46%
 
1.75%
22%
12/31/2021
$549,911
0.47%
0.46%
 
2.84%
29%
12/31/2020
$423,605
0.47%
0.46%
 
3.40%
24%
12/31/2019
$98,420
0.47%
0.46%
 
1.80%
23%
Service Class
 
 
 
 
 
 
12/31/2023
$566,915
0.57%
0.56%
 
2.38%
23%
12/31/2022
$607,917
0.57%
0.56%
 
1.47%
22%
12/31/2021
$848,269
0.57%
0.56%
 
2.26%
29%
12/31/2020
$934,399
0.57%
0.56%
 
1.78%
24%
12/31/2019
$984,866
0.57%
0.56%
 
1.76%
23%
Institutional Class
 
 
 
 
 
 
12/31/2023
$211,088
0.12%
0.11%
 
2.97%
23%
12/31/2022
$192,523
0.12%
0.11%
 
2.16%
22%
12/31/2021
$209,808
0.12%
0.11%
 
2.77%
29%
12/31/2020
$206,898
0.12%
0.11%
 
2.28%
24%
12/31/2019
$202,044
0.12%
0.11%
 
2.41%
23%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
98
Empower Lifetime 2040 Fund  
 
 
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
$9.38
0.25
1.21
1.46
(0.24)
(0.32)
(0.56)
$10.28
15.73%
12/31/2022
$12.40
0.17
(2.19)
(2.02)
(0.17)
(0.83)
(1.00)
$9.38
(16.30%)
12/31/2021
$11.89
0.40
1.39
1.79
(0.36)
(0.92)
(1.28)
$12.40
15.11%
12/31/2020
$11.19
0.57
0.88
1.45
(0.21)
(0.54)
(0.75)
$11.89
13.60%
12/31/2019
$9.91
0.23
2.08
2.31
(0.21)
(0.82)
(1.03)
$11.19
23.83%
Service Class
12/31/2023
$9.50
0.23
1.23
1.46
(0.21)
(0.32)
(0.53)
$10.43
15.61%
12/31/2022
$12.53
0.18
(2.23)
(2.05)
(0.15)
(0.83)
(0.98)
$9.50
(16.41%)
12/31/2021
$11.98
0.35
1.44
1.79
(0.32)
(0.92)
(1.24)
$12.53
14.97%
12/31/2020
$11.24
0.22
1.23
1.45
(0.17)
(0.54)
(0.71)
$11.98
13.53%
12/31/2019
$9.94
0.21
2.10
2.31
(0.19)
(0.82)
(1.01)
$11.24
23.63%
Institutional Class
12/31/2023
$9.46
0.29
1.21
1.50
(0.28)
(0.32)
(0.60)
$10.36
16.10%
12/31/2022
$12.51
0.21
(2.21)
(2.00)
(0.22)
(0.83)
(1.05)
$9.46
(16.00%)
12/31/2021
$11.99
0.42
1.43
1.85
(0.41)
(0.92)
(1.33)
$12.51
15.52%
12/31/2020
$11.26
0.23
1.27
1.50
(0.23)
(0.54)
(0.77)
$11.99
14.01%
12/31/2019
$9.97
0.27
2.10
2.37
(0.26)
(0.82)
(1.08)
$11.26
24.18%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$336,555
0.47%
0.46%
 
2.52%
19%
12/31/2022
$252,781
0.47%
0.46%
 
1.65%
24%
12/31/2021
$260,810
0.47%
0.46%
 
3.12%
24%
12/31/2020
$156,385
0.47%
0.46%
 
5.03%
30%
12/31/2019
$5,112
0.47%
0.46%
 
2.13%
22%
Service Class
 
 
 
 
 
 
12/31/2023
$25,253
0.57%
0.56%
 
2.27%
19%
12/31/2022
$25,728
0.57%
0.56%
 
1.67%
24%
12/31/2021
$38,173
0.57%
0.56%
 
2.66%
24%
12/31/2020
$40,091
0.57%
0.56%
 
2.05%
30%
12/31/2019
$36,469
0.57%
0.56%
 
1.90%
22%
Institutional Class
 
 
 
 
 
 
12/31/2023
$55,535
0.12%
0.11%
 
2.85%
19%
12/31/2022
$44,836
0.12%
0.11%
 
1.99%
24%
12/31/2021
$58,214
0.12%
0.11%
 
3.22%
24%
12/31/2020
$47,103
0.12%
0.11%
 
2.18%
30%
12/31/2019
$49,238
0.12%
0.11%
 
2.39%
22%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
99
Empower Lifetime 2045 Fund  
 
 
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
$12.15
0.29
1.72
2.01
(0.23)
(0.37)
(0.60)
$13.56
16.73%
12/31/2022
$15.97
0.22
(2.90)
(2.68)
(0.18)
(0.96)
(1.14)
$12.15
(16.82%)
12/31/2021
$15.17
0.53
1.89
2.42
(0.41)
(1.21)
(1.62)
$15.97
16.02%
12/31/2020
$14.16
0.53
1.35
1.88
(0.24)
(0.63)
(0.87)
$15.17
13.89%
12/31/2019
$12.58
0.22
2.80
3.02
(0.19)
(1.25)
(1.44)
$14.16
24.59%
Service Class
12/31/2023
$11.57
0.26
1.63
1.89
(0.20)
(0.37)
(0.57)
$12.89
16.57%
12/31/2022
$15.26
0.17
(2.75)
(2.58)
(0.15)
(0.96)
(1.11)
$11.57
(16.92%)
12/31/2021
$14.54
0.39
1.91
2.30
(0.37)
(1.21)
(1.58)
$15.26
15.91%
12/31/2020
$13.57
0.22
1.57
1.79
(0.19)
(0.63)
(0.82)
$14.54
13.81%
12/31/2019
$12.11
0.23
2.66
2.89
(0.18)
(1.25)
(1.43)
$13.57
24.51%
Institutional Class
12/31/2023
$5.63
0.17
0.77
0.94
(0.30)
(0.37)
(0.67)
$5.90
17.19%
12/31/2022
$8.19
0.14
(1.49)
(1.35)
(0.25)
(0.96)
(1.21)
$5.63
(16.54%)
12/31/2021
$8.51
0.28
1.10
1.38
(0.49)
(1.21)
(1.70)
$8.19
16.39%
12/31/2020
$8.32
0.19
0.91
1.10
(0.28)
(0.63)
(0.91)
$8.51
14.33%
12/31/2019
$7.95
0.21
1.69
1.90
(0.28)
(1.25)
(1.53)
$8.32
25.14%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$431,493
0.47%
0.47%
 
2.27%
19%
12/31/2022
$322,379
0.47%
0.47%
 
1.66%
21%
12/31/2021
$324,585
0.47%
0.47%
 
3.19%
29%
12/31/2020
$225,206
0.47%
0.46%
 
3.78%
23%
12/31/2019
$44,077
0.47%
0.46%
 
1.59%
24%
Service Class
 
 
 
 
 
 
12/31/2023
$385,495
0.57%
0.57%
 
2.15%
19%
12/31/2022
$397,179
0.57%
0.57%
 
1.34%
21%
12/31/2021
$572,549
0.57%
0.57%
 
2.50%
29%
12/31/2020
$589,841
0.57%
0.56%
 
1.69%
23%
12/31/2019
$606,808
0.57%
0.56%
 
1.70%
24%
Institutional Class
 
 
 
 
 
 
12/31/2023
$161,066
0.12%
0.12%
 
2.80%
19%
12/31/2022
$136,504
0.12%
0.12%
 
2.05%
21%
12/31/2021
$151,185
0.12%
0.12%
 
3.11%
29%
12/31/2020
$147,820
0.12%
0.11%
 
2.39%
23%
12/31/2019
$129,174
0.12%
0.11%
 
2.40%
24%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
100
Empower Lifetime 2050 Fund  
 
 
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
$9.76
0.25
1.39
1.64
(0.23)
(0.34)
(0.57)
$10.83
17.05%
12/31/2022
$12.96
0.19
(2.39)
(2.20)
(0.17)
(0.83)
(1.00)
$9.76
(16.95%)
12/31/2021
$12.37
0.47
1.52
1.99
(0.40)
(1.00)
(1.40)
$12.96
16.15%
12/31/2020
$11.62
0.59
0.95
1.54
(0.22)
(0.57)
(0.79)
$12.37
13.96%
12/31/2019
$10.20
0.24
2.23
2.47
(0.21)
(0.84)
(1.05)
$11.62
24.82%
Service Class
12/31/2023
$9.87
0.26
1.38
1.64
(0.20)
(0.34)
(0.54)
$10.97
16.86%
12/31/2022
$13.08
0.16
(2.39)
(2.23)
(0.15)
(0.83)
(0.98)
$9.87
(17.07%)
12/31/2021
$12.44
0.37
1.62
1.99
(0.35)
(1.00)
(1.35)
$13.08
16.06%
12/31/2020
$11.66
0.21
1.32
1.53
(0.18)
(0.57)
(0.75)
$12.44
13.79%
12/31/2019
$10.22
0.22
2.25
2.47
(0.19)
(0.84)
(1.03)
$11.66
24.80%
Institutional Class
12/31/2023
$9.81
0.32
1.36
1.68
(0.27)
(0.34)
(0.61)
$10.88
17.43%
12/31/2022
$13.03
0.20
(2.37)
(2.17)
(0.22)
(0.83)
(1.05)
$9.81
(16.65%)
12/31/2021
$12.43
0.47
1.58
2.05
(0.45)
(1.00)
(1.45)
$13.03
16.56%
12/31/2020
$11.66
0.24
1.34
1.58
(0.24)
(0.57)
(0.81)
$12.43
14.30%
12/31/2019
$10.24
0.29
2.24
2.53
(0.27)
(0.84)
(1.11)
$11.66
25.28%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$240,701
0.47%
0.47%
 
2.43%
12%
12/31/2022
$144,747
0.47%
0.47%
 
1.76%
20%
12/31/2021
$123,992
0.47%
0.47%
 
3.45%
24%
12/31/2020
$61,877
0.47%
0.46%
 
5.04%
31%
12/31/2019
$3,124
0.47%
0.46%
 
2.07%
21%
Service Class
 
 
 
 
 
 
12/31/2023
$23,385
0.57%
0.57%
 
2.44%
12%
12/31/2022
$22,872
0.57%
0.57%
 
1.42%
20%
12/31/2021
$33,950
0.57%
0.57%
 
2.72%
24%
12/31/2020
$34,760
0.57%
0.56%
 
1.93%
31%
12/31/2019
$29,274
0.57%
0.56%
 
1.91%
21%
Institutional Class
 
 
 
 
 
 
12/31/2023
$46,790
0.12%
0.12%
 
3.02%
12%
12/31/2022
$35,495
0.12%
0.12%
 
1.81%
20%
12/31/2021
$43,569
0.12%
0.12%
 
3.47%
24%
12/31/2020
$35,250
0.12%
0.11%
 
2.17%
31%
12/31/2019
$32,461
0.12%
0.11%
 
2.52%
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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
101
Empower Lifetime 2055 Fund  
 
 
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
$15.20
0.37
2.20
2.57
(0.20)
(0.40)
(0.60)
$17.17
17.06%
12/31/2022
$19.79
0.28
(3.67)
(3.39)
(0.16)
(1.04)
(1.20)
$15.20
(17.13%)
12/31/2021
$18.56
0.69
2.29
2.98
(0.43)
(1.32)
(1.75)
$19.79
16.10%
12/31/2020
$17.21
0.57
1.73
2.30
(0.24)
(0.71)
(0.95)
$18.56
13.96%
12/31/2019
$15.10
0.28
3.41
3.69
(0.20)
(1.38)
(1.58)
$17.21
24.70%
Service Class
12/31/2023
$14.64
0.33
2.12
2.45
(0.17)
(0.40)
(0.57)
$16.52
16.88%
12/31/2022
$19.08
0.22
(3.49)
(3.27)
(0.13)
(1.04)
(1.17)
$14.64
(17.16%)
12/31/2021
$17.93
0.50
2.36
2.86
(0.39)
(1.32)
(1.71)
$19.08
15.94%
12/31/2020
$16.63
0.28
1.92
2.20
(0.19)
(0.71)
(0.90)
$17.93
13.81%
12/31/2019
$14.68
0.29
3.24
3.53
(0.20)
(1.38)
(1.58)
$16.63
24.70%
Institutional Class
12/31/2023
$4.73
0.14
0.67
0.81
(0.29)
(0.40)
(0.69)
$4.85
17.52%
12/31/2022
$7.24
0.12
(1.34)
(1.22)
(0.25)
(1.04)
(1.29)
$4.73
(16.90%)
12/31/2021
$7.81
0.26
1.03
1.29
(0.54)
(1.32)
(1.86)
$7.24
16.54%
12/31/2020
$7.81
0.17
0.84
1.01
(0.30)
(0.71)
(1.01)
$7.81
14.33%
12/31/2019
$7.68
0.21
1.62
1.83
(0.32)
(1.38)
(1.70)
$7.81
25.19%
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(d)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(d)
Portfolio
turnover
rate(e)
Investor Class
 
 
 
 
 
 
12/31/2023
$142,460
0.47%
0.47%
 
2.30%
19%
12/31/2022
$93,973
0.47%
0.47%
 
1.69%
22%
12/31/2021
$85,259
0.47%
0.47%
 
3.39%
32%
12/31/2020
$55,218
0.47%
0.46%
 
3.38%
28%
12/31/2019
$18,634
0.47%
0.46%
 
1.65%
26%
Service Class
 
 
 
 
 
 
12/31/2023
$236,790
0.57%
0.57%
 
2.10%
19%
12/31/2022
$230,635
0.57%
0.57%
 
1.36%
22%
12/31/2021
$309,711
0.57%
0.57%
 
2.58%
32%
12/31/2020
$303,106
0.57%
0.56%
 
1.75%
28%
12/31/2019
$289,415
0.57%
0.56%
 
1.78%
26%
Institutional Class
 
 
 
 
 
 
12/31/2023
$123,224
0.12%
0.12%
 
2.82%
19%
12/31/2022
$92,095
0.12%
0.12%
 
1.99%
22%
12/31/2021
$100,392
0.12%
0.12%
 
3.06%
32%
12/31/2020
$96,602
0.12%
0.11%
 
2.34%
28%
12/31/2019
$75,956
0.12%
0.11%
 
2.52%
26%
 
(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)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(e)
Portfolio turnover is calculated at the Fund level.
102
Empower Lifetime 2060 Fund  
 
 
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
$9.26
0.27
1.28
1.55
(0.25)
(0.24)
(0.49)
$10.32
16.97%
12/31/2022
$12.19
0.19
(2.27)
(2.08)
(0.21)
(0.64)
(0.85)
$9.26
(17.10%)
12/31/2021
$11.42
0.51
1.30
1.81
(0.44)
(0.60)
(1.04)
$12.19
15.89%
12/31/2020
$10.58
0.55
0.89
1.44
(0.31)
(0.29)
(0.60)
$11.42
13.93%
12/31/2019 (d)
$10.00
0.43
0.42
0.85
(0.23)
(0.04)
(0.27)
$10.58
8.56% (e)
Service Class
12/31/2023
$9.31
0.31
1.24
1.55
(0.23)
(0.24)
(0.47)
$10.39
16.89%
12/31/2022
$12.25
0.19
(2.29)
(2.10)
(0.20)
(0.64)
(0.84)
$9.31
(17.15%)
12/31/2021
$11.46
0.52
1.28
1.80
(0.41)
(0.60)
(1.01)
$12.25
15.69%
12/31/2020
$10.59
0.72
0.72
1.44
(0.28)
(0.29)
(0.57)
$11.46
13.90%
12/31/2019 (d)
$10.00
0.30
0.56
0.86
(0.23)
(0.04)
(0.27)
$10.59
8.58% (e)
Institutional Class
12/31/2023
$9.31
0.30
1.29
1.59
(0.29)
(0.24)
(0.53)
$10.37
17.35%
12/31/2022
$12.23
0.26
(2.32)
(2.06)
(0.22)
(0.64)
(0.86)
$9.31
(16.84%)
12/31/2021
$11.46
0.50
1.36
1.86
(0.49)
(0.60)
(1.09)
$12.23
16.26%
12/31/2020
$10.59
0.75
0.74
1.49
(0.33)
(0.29)
(0.62)
$11.46
14.40%
12/31/2019 (d)
$10.00
0.38
0.50
0.88
(0.25)
(0.04)
(0.29)
$10.59
8.80% (e)
 
 
Net assets,
end of year
(000)
Ratio of expenses
to average net assets
(before reimbursement
and/or waiver, if applicable)(f)
Ratio of expenses
to average net assets
(after reimbursement
and/or waiver, if applicable)(f)
 
Ratio of net investment income
to average net assets
(after reimbursement
and/or waiver, if applicable)(f)
Portfolio
turnover
rate(g)
Investor Class
 
 
 
 
 
 
12/31/2023
$40,984
0.47%
0.47%
 
2.79%
17%
12/31/2022
$18,430
0.47%
0.47%
 
1.83%
32%
12/31/2021
$14,125
0.47%
0.47%
 
4.02%
46%
12/31/2020
$3,333
0.47%
0.46%
 
4.99%
116%
12/31/2019 (d)
$45
0.47% (h)
0.46% (h)
 
6.20% (h)
243%(e)
Service Class
 
 
 
 
 
 
12/31/2023
$1,727
0.57%
0.57%
 
3.09%
17%
12/31/2022
$830
0.57%
0.57%
 
1.89%
32%
12/31/2021
$805
0.57%
0.57%
 
4.12%
46%
12/31/2020
$98
0.57%
0.54%
 
7.14%
116%
12/31/2019 (d)
$23
0.57% (h)
0.48% (h)
 
4.34% (h)
243%(e)
Institutional Class
 
 
 
 
 
 
12/31/2023
$11,065
0.12%
0.12%
 
2.98%
17%
12/31/2022
$6,786
0.12%
0.12%
 
2.57%
32%
12/31/2021
$3,245
0.12%
0.12%
 
3.97%
46%
12/31/2020
$1,888
0.12%
0.11%
 
7.02%
116%
12/31/2019 (d)
$34
0.12% (h)
0.11% (h)
 
5.03% (h)
243%(e)
 
(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)
Fund commenced operations on May 1, 2019.
(e)
Not annualized for periods less than one full year.
(f)
Expense ratio and income ratio do not include expenses of the underlying investments in which the Fund invests.
(g)
Portfolio turnover is calculated at the Fund level.
(h)
Annualized.
103
Additional Information
The SAI contains more details about the investment policies, practices and limitations of the Funds. A current SAI is on file with the SEC and is incorporated by reference into this Prospectus as a matter of law, which means that it is legally considered a part of this Prospectus even though it is not physically contained within this Prospectus.
Additional information about the Funds' investments is available in the Funds' Annual and Semi-Annual Reports to shareholders. In the Funds' Annual Report, you will find audited financial statements and a discussion of the market conditions and investment strategies that significantly affected the Funds' performance during its last fiscal year. Semi-Annual Reports for the Funds include unaudited financial statements.
For a free copy of the SAI, Annual, or Semi-Annual Reports; to request other information; or to ask questions about the Funds, contact your financial intermediary or call (866) 831-7129. Empower Funds’ website is www.empower.com/investments/empower-funds/fund-documents. The SAI, Annual, and Semi-Annual Reports are available on the website free of charge.
The SAI and the Annual and Semi-Annual Reports are available on the EDGAR database on the SEC’s internet website at www.sec.gov. You can also obtain copies of this information, upon paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 811-03364.
This Prospectus should be read
and retained for future reference.
104