UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company
Act file number 811-23868
POPULAR U.S.
GOVERNMENT MONEY MARKET FUND
Popular Center North
Building, Second Level (Fine Arts),
209 Muñoz Rivera
Avenue,
San Juan, Puerto Rico
00918
Angel M. Rivera,
Principal Executive Officer
Popular Center North
Building, Second Level (Fine Arts),
209 Muñoz Rivera
Avenue,
San Juan, Puerto Rico
00918
(787) 754-4488
Date of fiscal year
end: June 30
Date of reporting
period: May 20, 2024 – June 30, 2024
ITEM 1. REPORT TO STOCKHOLDERS.
(a) A
copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the
Investment Company Act, as amended (“Act”), is attached hereto.
(b) Not
applicable.
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Popular U.S. Government Money Market Fund
: Class A Non-Withholding Shares
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund for the period of June 25, 2024 (commencement of investment operations), to June 30, 2024. You can find additional information about the Fund at https://www.popularfunds.com/us-government-money-market-fund. You can also request this information by contacting us at (787) 758-7400.
What were the Fund's costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investmentFootnote Reference(1) | Costs paid as a percentage of a $10,000 investment |
|---|
Class A Non-Withholding Shares | $1 | 1.00% |
| Footnote | Description |
Footnote(1) | Annualized for periods less than one year. |
Maturity Weightings
(% total investments)
Fund Statistics as of 6/30/2024
Total Net Assets | $225,980,319 |
# of Portfolio Holdings | 3 |
Investment Advisory Fees Paid (Net of fees waived) | $6,105 |
Top Holdings as of 6/30/2024
(% of total investments)
U.S. Treasury Bill 07/05/24 | 52.11% |
U.S. Treasury Bill 07/02/24 | 25.65% |
Federal Home Loan Bank Discount Note 07/05/24 | 22.24% |
Where can I find additional information about the fund?
If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit https://www.popularfunds.com/us-government-money-market-fund.
Popular U.S. Government Money Market Fund
Class A Non-Withholding Shares
Annual Shareholder Report - June 30, 2024
Popular U.S. Government Money Market Fund
: Class A Withholding Shares
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund for the period of June 24, 2024 (commencement of investment operations), to June 30, 2024. You can find additional information about the Fund at https://www.popularfunds.com/us-government-money-market-fund. You can also request this information by contacting us at (787) 758-7400.
What were the Fund's costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investmentFootnote Reference(1) | Costs paid as a percentage of a $10,000 investment |
|---|
Class A Withholding Shares | $2 | 1.00% |
| Footnote | Description |
Footnote(1) | Annualized for periods less than one year. |
Maturity Weightings
(% total investments)
Fund Statistics as of 6/30/2024
Total Net Assets | $225,980,319 |
# of Portfolio Holdings | 3 |
Investment Advisory Fees Paid (Net of fees waived) | $6,105 |
Top Holdings as of 6/30/2024
(% of total investments)
U.S. Treasury Bill 07/05/24 | 52.11% |
U.S. Treasury Bill 07/02/24 | 25.65% |
Federal Home Loan Bank Discount Note 07/05/24 | 22.24% |
Where can I find additional information about the fund?
If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit https://www.popularfunds.com/us-government-money-market-fund.
Popular U.S. Government Money Market Fund
Class A Withholding Shares
Annual Shareholder Report - June 30, 2024
Popular U.S. Government Money Market Fund
: Class I Institutional Non-Withholding Shares
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund for the period of May 20, 2024 (commencement of investment operations), to June 30, 2024. You can find additional information about the Fund at https://www.popularfunds.com/us-government-money-market-fund. You can also request this information by contacting us at (787) 758-7400.
What were the Fund's costs for the last year?
(based on a hypothetical $10,000 investment)
Class Name | Costs of a $10,000 investmentFootnote Reference(1) | Costs paid as a percentage of a $10,000 investment |
|---|
Class I Institutional Non-Withholding Shares | $11 | 1.00% |
| Footnote | Description |
Footnote(1) | Annualized for periods less than one year. |
Maturity Weightings
(% total investments)
Fund Statistics as of 6/30/2024
Total Net Assets | $225,980,319 |
# of Portfolio Holdings | 3 |
Investment Advisory Fees Paid (Net of fees waived) | $6,105 |
Top Holdings as of 6/30/2024
(% of total investments)
U.S. Treasury Bill 07/05/24 | 52.11% |
U.S. Treasury Bill 07/02/24 | 25.65% |
Federal Home Loan Bank Discount Note 07/05/24 | 22.24% |
Where can I find additional information about the fund?
If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit https://www.popularfunds.com/us-government-money-market-fund.
Popular U.S. Government Money Market Fund
Class I Institutional Non-Withholding Shares
Annual Shareholder Report - June 30, 2024
ITEM 2. CODE OF ETHICS.
(a)
As of the end of the period covered by this report, Popular U.S.
Government Money Market Fund (the “Registrant”) has adopted a code of ethics,
which applies to its Principal Executive Officer and Principal Financial
Officer (the “Code of Ethics”).
(c)
There have been no amendments to the Registrant’s Code of Ethics during
the period covered by this report.
(d)
There have been no waivers to the Registrant’s Code of Ethics during the
period covered by this report.
(e)
Not applicable.
(f) (1) A copy of the Code of Ethics is being filed under
Item 19(a)(1) hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a)(1) The
Board of Directors has determined that has an "audit committee financial
expert" as that term is defined in Item 3 of Form N-CSR.
(a)(2) The
audit committee financial expert, Mr. Enrique Vila de Coral is a non-
“interested” Trustee (as defined in Item 3(a)(2) of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES
AND SERVICES.
(a)
Audit Fees: Audit fees are fees related to the audit of and
review of the Fund’s financial statements included in annual reports and
registration statements and other services that are normally provided by the
independent registered public accounting firm in connection with statutory and
regulatory filings or engagements (“Audit Fees”). The aggregate Audit Fees
billed by Ernst & Young LLP (“EY”) for the fiscal year ended June 30, 2024,
were $44,120.
(b)
Audit-Related Fees: Audit-related fees are fees for assurance and
related services that are reasonably related to the performance of the audit or
review of financial statements, but are not reported as audit fees. There were
no aggregate fees billed in each of the fiscal year ended June 30, 2024 for
assurance and related services that are reasonably related to the performance
of the audit of the Fund’s financial statements.
(c)
Tax Fees: Tax fees are fees associated with tax compliance, tax
advice and tax planning (“Tax Fees”). The aggregate Tax Fees billed for
professional services for tax compliance billed by EY for the fiscal year ended
June 30, 2024, were $11,000.
(d)
All Other Fees: Other fees are fees billed for products and
services provided to the Fund other than the services reported in “Audit Fees,”
“Audit-Related Fees,” and “Tax Fees” above (“Other Fees”). The aggregate Other
Fees billed by EY for the fiscal year ended June 30, 2024, were $0.
(e) (1) Audit
Committee Pre-Approval Policies and Procedures: All services to be performed
by the Registrant's principal accountant must be pre-approved by the
Registrant's Audit Committee.
(e) (2) No
services described in paragraphs (b) through (d) of this Item 4 were approved
by the Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule
2-01 of Regulation S-X.
(f) Not applicable
(g) Non-Audit
Fees: The aggregate non-audit fees for services rendered to the Registrant, its
co-investment advisers and any entity controlling, controlled by or under
common control with the co-advisers that provide ongoing services to the
Registrant (“Non-Audit Fees”) billed by EY for the fiscal year ended June 30,
2024, were $4,317,334.
(h) Not
applicable.
(i)
Not applicable. The Registrant has not retained, for the preparation of
the audit report on the financial statements included in the Form N-CSR, a
registered public accounting firm that has a branch or office that is located
in a foreign jurisdiction and that the Public Company Accounting Oversight
Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or
investigate completely because of a position taken by an authority in the
foreign jurisdiction.
(j) Not
applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR
240.3b-4.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
(a)
Included as part of the financial statements filed under Item 7(a).
(b)
Not applicable.
ITEM 7. Financial
Statements and Financial Highlights for Open-End Management Investment Companies.
(a)
Popular
U.S.
Government
Money
Market
Fund
Annual
Financial
Statements
and
Other
Information
For
the
Period
May
1,
2024
(Commencement
of
Operations)
Through
June
30,
2024
Schedule
of
Investments
3
Statement
of
Assets
and
Liabilities
4
Statement
of
Operations
5
Statement
of
Changes
in
Net
Assets
6
Financial
Highlights
-
Class
A
Non-Withholding
Shares
7
Financial
Highlights
-
Class
A
Withholding
Shares
8
Financial
Highlights
-
Class
I
Institutional
Class
Non-Withholding
Shares
9
Notes
to
Financial
Statements
10
Report
of
Independent
Registered
Public
Accounting
Firm
15
Additional
Information
(Unaudited)
16
Popular
U.S.
Government
Money
Market
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2024
See
Notes
to
Financial
Statements.
Principal
Security
Description
Rate
Maturity
Value
U.S.
Government
&
Agency
Obligations
-
69.0%
Discount
Note
-
15.3%
$
34,700,000
Federal
Home
Loan
Bank
Discount
Note
(a)
5.25%
07/05/24
$
34,679,797
U.S.
Treasury
Securities
-
53.7%
40,000,000
U.S.
Treasury
Bill
(a)
5.20
07/02/24
39,994,222
81,300,000
U.S.
Treasury
Bill
(a)
5.21
07/05/24
81,253,027
121,247,249
Total
U.S.
Government
&
Agency
Obligations
155,927,046
Investments,
at
value
-
69.0%
(At
Amortized
Cost)
(b)
$
155,927,046
Other
Assets
&
Liabilities,
Net
-
31.0%
70,053,273
Net
Assets
-
100.0%
$
225,980,319
(a)
Zero
coupon
bond.
Interest
rate
presented
is
yield
to
maturity.
(b)
Also
represents
cost
of
investments
for
federal
tax
purposes.
The
69.0%
of
investments
at
value
excludes
a
$69
million
U.S.
Treasury
Note
that
matured
on
Sunday,
June
30,
2024.
Popular
U.S.
Government
Money
Market
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2024
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
amortized
cost
$
155,927,046
Cash
232,798
Receivables:
Investment
securities
sold
70,035,000
Deferred
offering
costs
449,030
Total
Assets
226,643,874
LIABILITIES
Payables:
Distributions
payable
168,871
Accrued
Liabilities:
Investment
Adviser
fees
359,457
Trustees’
fees
and
expenses
6,000
Fund
services
fees
8,548
Other
expenses
120,679
Total
Liabilities
663,555
NET
ASSETS
$
225,980,319
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
225,980,319
NET
ASSETS
$
225,980,319
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Class
A
Non-Withholding
Shares
13,407,273
Class
A
Withholding
Shares
212,472,903
Class
I
Institutional
Non-Withholding
Shares
100,143
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Class
A
Non-Withholding
Shares
(based
on
net
assets
of
$13,407,273)
$
1.00
Class
A
Withholding
Shares
(based
on
net
assets
of
$212,472,903)
$
1.00
Class
Institutional
Non-Withholding
Shares
(based
on
net
assets
of
$100,143)
$
1.00
Popular
U.S.
Government
Money
Market
Fund
STATEMENT
OF
OPERATIONS
FOR
THE
PERIOD
MAY
1,
2024
(COMMENCEMENT
OF
OPERATIONS)
THROUGH
JUNE
30,
2024
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Interest
income
$
210,805
Total
Investment
Income
210,805
EXPENSES
Investment
Adviser
fees
10,447
Fund
services
fees
18,803
Transfer
agent
fees:
Class
A
Non-Withholding
Shares
323
Class
A
Withholding
Shares
323
Class
I
Institutional
Non-Withholding
Shares
323
Distribution
fees:
Class
A
Non-Withholding
Shares
497
Class
A
Withholding
Shares
9,921
Custodian
fees
12,000
Registration
fees:
Class
A
Non-Withholding
Shares
1,600
Class
A
Withholding
Shares
30,149
Class
I
Institutional
Non-Withholding
Shares
15
Professional
fees
75,821
Trustees'
fees
and
expenses
6,000
Organization
costs
95,445
Offering
costs
89,807
Other
expenses
36,509
Total
Expenses
387,983
Fees
waived
(346,193)
Net
Expenses
41,790
NET
INVESTMENT
INCOME
169,015
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
169,015
Popular
U.S.
Government
Money
Market
Fund
STATEMENT
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
*
Commencement
of
operations.
May
1,
2024*
through
June
30,
2024
OPERATIONS
Net
investment
income
$
169,015
Increase
in
Net
Assets
Resulting
from
Operations
169,015
DISTRIBUTIONS
TO
SHAREHOLDERS
Class
A
Non-Withholding
Shares
(8,072)
Class
A
Withholding
Shares
(160,449)
Class
I
Institutional
Non-Withholding
Shares
(494)
Decrease
in
Net
Assets
from
Distribution
to
Shareholders
(169,015)
CAPITAL
SHARE
TRANSACTIONS
Proceeds
from
shares
issued:
Class
A
Non-Withholding
Shares
13,407,273
Class
A
Withholding
Shares
219,950,471
Reinvestment
of
distributions:
Class
I
Institutional
Non-Withholding
Shares
143
Cost
of
shares
redeemed:
Class
A
Withholding
Shares
(7,477,568)
Net
Increase
in
Net
Assets
from
Capital
Share
Transactions
225,880,319
Net
Increase
in
Net
Assets
225,880,319
NET
ASSETS
Beginning
of
Period
100,000
End
of
Period
$
225,980,319
SHARE
TRANSACTIONS
Shares
Issued:
Class
A
Non-Withholding
Shares
13,407,273
Class
A
Withholding
Shares
219,950,471
Shares
Issued
as
Reinvestment
of
Distributions:
Class
I
Institutional
Non-Withholding
Shares
143
Shares
Redeemed:
Class
A
Withholding
Shares
(7,477,568)
Net
Increase
in
Shares
225,880,319
Popular
U.S.
Government
Money
Market
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
the
period.
June
25,
2024(a)
Through
June
30,
2024
CLASS
A
NON-WITHHOLDING
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
1.00
INVESTMENT
OPERATIONS
Net
investment
income(b)(c)
0.00
Total
from
Investment
Operations
0.00
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income(c)
(0.00)
Total
Distributions
to
Shareholders
(0.00)
NET
ASSET
VALUE,
End
of
Period
$
1.00
TOTAL
RETURN
0.07%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(in
thousands)
$
13,407
Ratios
to
Average
Net
Assets:
Net
investment
income
4.06%(e)
Net
expenses
1.00%(e)
Gross
expenses
(f)
7.71%(e)
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
the
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Popular
U.S.
Government
Money
Market
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
the
period.
June
24,
2024(a)
Through
June
30,
2024
CLASS
A
WITHHOLDING
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
1.00
INVESTMENT
OPERATIONS
Net
investment
income(b)(c)
0.00
Total
from
Investment
Operations
0.00
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income(c)
(0.00)
Total
Distributions
to
Shareholders
(0.00)
NET
ASSET
VALUE,
End
of
Period
$
1.00
TOTAL
RETURN
0.08%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(in
thousands)
$
212,473
Ratios
to
Average
Net
Assets:
Net
investment
income
4.04%(e)
Net
expenses
1.00%(e)
Gross
expenses
(f)
6.73%(e)
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
the
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Popular
U.S.
Government
Money
Market
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
the
period.
May
20,
2024(a)
Through
June
30,
2024
CLASS
I
INSTITUTIONAL
NON-WITHHOLDING
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
1.00
INVESTMENT
OPERATIONS
Net
investment
income(b)
0.01
Total
from
Investment
Operations
0.01
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.01)
Total
Distributions
to
Shareholders
(0.01)
NET
ASSET
VALUE,
End
of
Period
$
1.00
TOTAL
RETURN
0.49%(c)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(in
thousands)
$
100
Ratios
to
Average
Net
Assets:
Net
investment
income
4.30%(d)
Net
expenses
1.00%(d)
Gross
expenses(e)
919.62%(d)
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
the
period.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Popular
U.S.
Government
Money
Market
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
Note
1.
Organization
Popular
U.S.
Government
Money
Market
Fund,
LLC
(the
“Fund”
or
the
“Registrant”)
is
a
Puerto
Rico
limited
liability
company
and
is
treated
as
a
foreign
corporation
for
U.S.
federal
income
tax
purposes
under
Part
I
of
Subchapter
M
of
Chapter
I
of
the
Internal
Revenue
Code
of
1986,
as
amended,
(the
“U.S.
Code”)
commencing
with
its
taxable
year
ending
June
30,
2024.
The
Fund
is
organized
as
a
continuously
offered,
diversified,
open-end
management
investment
company
registered
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
The
Fund
was
organized
under
the
laws
of
Puerto
Rico
on
August
17,
2022.
The
Fund
operates
in
a
manner
that
will
cause
it
to
be
exempt
from
Puerto
Rico
income
and
municipal
license
tax
under
the
Puerto
Rico
Internal
Revenue
Code
of
2011,
as
amended
(the
“PR
Code”),
and
the
Puerto
Rico
Municipal
Code,
as
amended
(the
“Municipal
Code”),
as
a
registered
investment
company.
The
Fund’s
investment
objective
is
to
seek
to
provide
current
income
consistent
with
preservation
of
capital
and
liquidity.
Under
its
Third
Amended
and
Restated
Limited
Liability
Company
Agreement,
the
Fund
is
authorized
to
issue
an
unlimited
number
of
shares
of
beneficial
interest
without
par
value.
The
Fund’s
first
registration
statement
became
effective
on
May
1,
2024
(commencement
of
operations).
The
Fund
currently
offers
Class
A
Withholding
Shares,
Class
A
Non-Withholding
Shares,
Class
I
Institutional
Withholding
Shares,
and
Class
I
Institutional
Non-Withholding
Shares.
Each
share
class
represents
an
ownership
interest
in
the
same
investment
portfolio
of
securities.
Class
I-Institutional
Non-Withholding
Shares,
Class
A
Withholding
Shares
and
Class
A
Non-Withholding
Shares
commenced
operations
on
May
20,
2024,
June
24,
2024
and
June
25,
2024,
respectively.
Class
I
Institutional
Withholding
Shares
have
not
commenced
operations.
The
Fund
operates
as
a
“government
money
market
fund,”
as
defined
in
Rule
2a-7
under
the
Act.
As
a
government
money
market
fund,
the
Fund:
(1)
is
permitted
to
use
the
amortized
cost
method
of
valuation
to
seek
to
maintain
a
$1.00
share
price,
and
(2)
must
invest
at
least
99.5%
of
its
total
assets
in
cash,
“government
securities”
(as
defined
in
Rule
2a-7)
and/or
repurchase
agreements
that
are
“collateralized
fully”
(i.e.,
backed
by
cash
or
government
securities).
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
income
and
expenses
in
net
assets
from
operations
during
the
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Fair
Value
Measurements
Under
GAAP,
fair
value
is
defined
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
A
fair
value
measurement
assumes
that
the
transaction
to
sell
the
asset
or
transfer
the
liability
occurs
in
the
principal
market
for
the
asset
or
liability
or,
in
the
absence
of
a
principal
market,
the
most
advantageous
market
for
the
asset
or
liability.
GAAP
establishes
a
fair
value
hierarchy
that
prioritizes
the
inputs
and
valuation
techniques
used
to
measure
fair
value
into
three
levels
in
order
to
increase
consistency
and
comparability
in
fair
value
measurements
and
disclosures.
The
classification
of
assets
and
liabilities
within
the
hierarchy
is
based
on
whether
the
inputs
to
the
valuation
methodology
used
for
the
fair
value
measurement
are
observable
or
unobservable.
Observable
inputs
reflect
the
assumptions
market
participants
would
use
in
pricing
the
asset
or
liability
based
on
market
data
obtained
from
independent
sources.
Unobservable
inputs
reflect
the
Fund’s
estimates
about
assumptions
that
market
participants
would
use
in
pricing
the
asset
or
liability
based
on
the
best
information
available.
The
hierarchy
is
broken
down
into
three
levels
based
on
the
reliability
of
inputs
as
follows:
Level
1
–
Unadjusted
quoted
prices
in
active
markets
for
identical
assets
or
liabilities
at
the
measurement
date.
Valuation
of
these
instruments
does
not
need
a
significant
degree
of
judgment
since
valuations
are
based
on
quoted
prices
that
are
readily
available
in
an
active
market.
Level
2
–
Quoted
prices
other
than
those
included
in
Level
1
that
are
observable
either
directly
or
indirectly.
Level
2
inputs
include
quoted
prices
for
similar
assets
or
liabilities
in
active
markets,
quoted
prices
for
identical
or
similar
assets
or
liabilities
in
markets
Popular
U.S.
Government
Money
Market
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
that
are
not
active,
or
other
inputs
that
are
observable
or
that
can
be
corroborated
by
observable
market
data
for
substantially
the
full
term
of
the
financial
instrument.
Level
3
–
Unobservable
inputs
are
significant
to
the
fair
value
measurement.
Unobservable
inputs
reflect
the
Fund’s
own
assumptions
about
assumptions
that
market
participants
would
use
in
pricing
the
asset
or
liability.
The
Fund
maximizes
the
use
of
observable
inputs
and
minimizes
the
use
of
unobservable
inputs
by
requiring
that
the
observable
inputs
be
used
when
available.
The
inputs
or
methodologies
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risk
associated
with
investing
in
those
securities.
Fair
value
is
based
upon
quoted
market
prices
when
available.
If
listed
prices
or
quotes
are
not
available,
the
Fund
employs
internally‐developed
models
that
primarily
use
market‐based
inputs
including
yield
curves,
interest
rates,
volatilities,
and
credit
curves,
among
others.
Valuation
adjustments
are
limited
to
those
necessary
to
ensure
that
the
financial
instrument’s
fair
value
is
adequately
representative
of
the
price
that
would
be
received
or
paid
in
the
marketplace.
These
adjustments
include
amounts
that
reflect
counterparty
credit
quality,
constraints
on
liquidity,
and
unobservable
parameters
that
are
applied
consistently.
The
estimated
fair
value
may
be
subjective
in
nature
and
may
involve
uncertainties
and
matters
of
significant
judgment
for
certain
financial
instruments.
Changes
in
the
underlying
assumptions
used
in
calculating
fair
value
could
significantly
affect
the
results.
In
addition,
the
fair
value
estimates
are
based
on
outstanding
balances
without
attempting
to
estimate
the
value
of
anticipated
future
business.
Therefore,
the
estimated
fair
value
may
materially
differ
from
the
value
that
could
actually
be
realized
on
a
sale.
On
August
4,
2022,
the
Board
of
Directors
of
the
Fund
appointed
Popular
Asset
Management
LLC,
a
subsidiary
of
Popular,
Inc.,
as
the
Fund’s
valuation
designee
within
the
meaning
of
1940
Act
Rule
2a-5
(the
“Valuation
Designee”).
The
Valuation
Designee
is
responsible
for
overseeing
and
implementing
the
procedures
and
functions
related
to
the
valuation
of
portfolio
securities
for
the
purpose
of
determining
the
net
asset
value
of
the
Fund.
In
addition,
the
Valuation
Designee
is
responsible
for
determining:
-The
fair
valuation
of
all
securities
for
which
no
price
or
value
is
available
at
the
time
the
Fund’s
net
asset
value
is
calculated
on
a
particular
day.
-The
fair
valuation
of
portfolio
instruments
for
which
the
prices
or
values
available
do
not,
in
the
judgment
of
the
investment
adviser,
represent
the
fair
valuation
of
such
portfolio
instruments.
Securities
are
valued
at
amortized
cost,
which
approximates
market
value.
This
method
of
valuation
is
designed
to
enable
the
Fund
to
price
its
shares
at
$1.00
per
share.
The
Fund
cannot
guarantee
that
its
net
asset
value
will
always
remain
at
$1.00
per
share.
In
valuing
the
Fund’s
assets
as
of
June
30,
2024,
all
investments
of
the
Fund
are
valued
using
amortized
cost,
which
is
a
methodology
utilizing
Level
2
inputs.
Puerto
Rico
Taxation
of
the
Fund
Income
Taxes.
The
Fund
should
be
exempt
from
Puerto
Rico
income
tax
for
a
taxable
year
if
it
distributes
to
its
shareholders
at
least
90%
of
its
net
income
for
the
taxable
year
within
the
time
period
provided
by
the
PR
Code
(the
“90%
Distribution
Requirement”).
In
determining
its
net
income
for
purposes
of
the
90%
Distribution
Requirement,
the
Fund
shall
not
take
into
account
capital
gains
and
losses
and
certain
items
of
income
(including
interest)
that
are
exempt
from
taxation
under
the
PR
Code.
The
Fund
intends
to
meet
the
90%
Distribution
Requirement
to
be
exempt
from
Puerto
Rico
income
tax.
Property
Taxes.
Under
the
provisions
of
the
Municipal
Code,
the
Fund
will
be
subject
to
property
taxes.
However,
property
of
the
Fund
that
consists
of
repurchase
agreements,
obligations
of
the
Government
of
Puerto
Rico
or
the
U.S.
Government
and
stocks
of
domestic
or
foreign
corporations
are
exempt
from
property
taxes
imposed
by
the
Municipal
Code.
Municipal
License
Taxes.
Under
Act
93-2013,
Puerto
Rico
registered
investment
companies
are
exempt
from
the
municipal
license
tax
imposed
by
the
Puerto
Rico
municipalities.
Pursuant
to
Article
1.007
of
the
Municipal
Code,
Puerto
Rico
municipalities
have
the
authority
to
impose
taxes
that
are
not
incompatible
with
the
taxes
imposed
by
the
Commonwealth
of
Puerto
Rico.
The
municipality
of
San
Juan
may
disagree
with
the
holding
of
PR
Treasury
Popular
U.S.
Government
Money
Market
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
Determination
19-04
and
refuse
to
treat
the
Fund
as
a
registered
investment
company
under
Act
93-2013,
causing
the
imposition
of
municipal
license
taxes
of
1.5%
on
the
gross
revenues
of
the
Fund.
United
States
Taxation
of
the
Fund
Income
Taxes.
For
purposes
of
the
U.S.
Code,
the
Fund
is
treated
as
a
foreign
corporation.
Based
on
certain
representations
made
by
the
Fund,
the
Fund
should
not
be
treated
as
engaged
in
a
trade
or
business
with
the
United
States
for
purposes
of
the
Code.
The
Fund
is
not
expected
to
be
engaged
in
a
U.S.
trade
or
business
for
U.S.
federal
income
tax
purposes.
As
a
foreign
corporation
not
engaged
in
a
U.S.
trade
or
business,
the
Fund
should
generally
not
be
subject
to
U.S.
federal
income
tax
on
gains
derived
from
the
sale
or
exchange
of
personal
property
or
any
other
income
from
sources
outside
the
U.S.
However,
if
it
is
determined
that
the
Fund
is
engaged
in
a
trade
or
business
within
the
United
States
for
purposes
of
the
U.S.
Code,
and
the
Fund
has
taxable
income
that
is
effectively
connected
with
such
U.S.
trade
or
business,
the
Fund
will
be
subject
to
the
regular
U.S.
corporate
income
tax
on
its
effectively
connected
taxable
income,
and
possibly
to
a
30%
branch
profits
tax
and
state
and
local
taxes
as
well.
Interest
received
by
the
Fund
from
U.S.
sources
on
certain
registered
obligations
(“Portfolio
Interest”)
and
gains
derived
by
the
Fund
from
the
sale
or
exchange
of
personal
property
(other
than
a
“United
States
Real
Property
Interest”,
as
such
term
is
defined
in
the
U.S.
Code)
are
not
subject
to
U.S.
federal
income
tax.
It
is
the
intent
of
the
Fund’s
management
to
derive
only
U.S.
source
interest
income
considered
to
be
Portfolio
Interest
with
respect
to
its
investments
in
U.S.
fixed-income
securities.
Moreover,
as
a
foreign
corporation
not
engaged
in
trade
or
business
in
the
U.S.,
the
Fund
should
only
be
subject
to
U.S.
federal
income
taxation
if
it
realizes
certain
items
of
U.S.
source
income
of
a
fixed
or
determinable
annual
or
periodic
nature,
in
which
case
the
Fund
should
be
subject
to
withholding
of
U.S.
federal
income
tax
at
a
30%
rate
on
certain
types
of
U.S.
source
income.
Dividends
from
sources
within
the
United
States
may
qualify
for
a
reduced
10%
rate
if
certain
conditions
are
met.
U.S.
Foreign
Account
Tax
Compliance
Act
(“FATCA”).
The
U.S.
Internal
Revenue
Code
imposes
a
30%
withholding
tax
upon
most
payments
of
U.S.
source
income
made
to
certain
“foreign
financial
institutions”
or
“non-financial
foreign
entities”
(including
“non-financial
foreign
territory
entities”),
unless
certain
certification
and
reporting
requirements
are
satisfied.
Payments
on
certain
grandfathered
obligations
are
not
subject
to
the
referenced
30%
withholding.
The
IRS
has
released
proposed
regulations,
which
taxpayers
may
rely
on,
that
eliminate
the
withholding
tax
under
FATCA
on
payments
of
proceeds
from
the
sale
of
property
that
could
give
rise
U.S.
source
interest
or
dividends.
Regulations
issued
by
the
U.S.
Department
of
the
Treasury
and
the
IRS
(the
“FATCA
Regulations”)
treat
the
Fund
as
a
“territory
non-financial
foreign
entity.”
Under
this
classification,
the
Fund
could
be
required
to
provide
to
the
payors
of
such
income
(except
with
respect
to
certain
grandfathered
obligations)
certain
information
with
respect
to
its
investors.
The
payors,
in
turn,
would
be
required
to
disclose
such
information
to
the
IRS.
Under
the
FATCA
Regulations,
the
Fund
would
not
have
to
provide
the
required
information
if
it
is
wholly
owned
directly
or
indirectly
by
investors
who
are
individual
bona
fide
residents
of
Puerto
Rico
for
purposes
of
Section
933
of
the
U.S.
Code,
otherwise
it
will
have
to
provide
the
information
with
respect
to
direct
and
indirect
substantial
U.S.
owners
of
the
Fund.
However,
the
Fund
has
elected
to
register
as
a
direct
reporting
non-financial
foreign
entity,
and
as
such,
it
is
required
to
provide
such
information
directly
to
the
IRS
by
filing
Form
8966
with
the
IRS.
If
the
Fund
is
unable
to
obtain
such
information
from
any
such
investor
or
otherwise
fails
or
is
unable
to
comply
with
the
requirements
of
the
U.S.
Code,
the
FATCA
Regulations
or
any
other
implementing
rules,
certain
payments
to
the
Fund
may
be
subject
to
a
30%
withholding
tax.
By
making
an
investment
in
the
Fund,
each
investor
agrees
to
provide
all
information
and
certifications
necessary
to
enable
the
Fund
to
comply
with
these
requirements.
To
ensure
that
the
investors
that
acquire
shares
after
the
date
hereof
will
have
the
obligation
to
timely
provide
the
Fund
the
information
required
to
comply
with
the
U.S.
Code,
by
making
an
investment
in
shares,
each
investor
agrees
to
provide
all
information
and
certifications
necessary
to
enable
the
Fund
to
comply
with
these
requirements
and
authorizes
the
Fund
to
redeem
the
shares
of
any
investor
that
fails
to
timely
provide
such
information
or
certifications.
In
addition,
any
investor
that
fails
to
timely
provide
the
requested
information
or
certifications
will
be
required
to
indemnify
the
Fund
for
the
entirety
of
the
30%
percent
tax
withheld
on
all
of
the
Fund’s
income
as
a
result
of
such
investor’s
failure
to
provide
the
information.
Dividends
and
Distributions
to
Shareholders
–
Dividends
from
net
investment
income
are
declared
daily
and
paid
monthly.
The
Fund
will
distribute
net
realized
capital
gains
(including
net
short-term
capital
gains),
if
any,
at
least
annually;
however,
the
Fund
does
not
expect
to
realize
any
long-term
capital
gains
and
losses.
Popular
U.S.
Government
Money
Market
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
Allocation
of
Income,
Fund-level
Expenses,
and
Realized
and
Unrealized
Gains
or
Losses
–
The
Fund
uses
the
fair
value
of
shares
outstanding
method
for
allocating
income,
fund‐level
expenses,
and
realized
gains
or
losses.
Under
this
method,
each
class
of
shares
participates
based
on
the
total
net
asset
value
of
its
shares
in
proportion
to
the
total
net
assets
of
the
Fund.
Class‐level
expenses
are
charged
directly
to
the
individual
classes
to
which
they
relate.
Other
–
Security
transactions
are
accounted
for
on
the
trade
date
(the
date
the
order
to
buy
or
sell
is
executed).
Realized
gains
and
losses
on
security
transactions
are
determined
on
the
identified
cost
method.
Premiums
and
discounts
on
securities
purchased
are
amortized
over
the
life
or
the
expected
life
of
the
respective
securities
using
the
straight
line
method
and
are
included
in
interest
income.
Interest
income
is
accrued
daily
except
when
collection
is
not
expected.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
industry
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
Note
3.
Advisory
Fees,
Servicing
Fees
and
Other
Transactions
Investment
Adviser
–
Popular
Asset
Management
LLC
(the
“Adviser”),
is
the
Fund’s
investment
adviser.
The
Adviser
receives
an
advisory
fee
at
an
annual
rate
equal
to
0.25%
of
the
Fund’s
average
annual
daily
net
assets.
The
Adviser
has
contractually
agreed
to
waive
fees
and/or
reimburse
expenses
to
the
extent
that
Total
Annual
Fund
Operating
Expenses
(excluding
interest,
taxes,
brokerage
commissions
and
extraordinary
expenses)
exceed
1.00%
of
the
average
daily
net
assets
of
the
Fund.
Any
amounts
contractually
waived
or
reimbursed
by
the
Adviser
will
be
subject
to
repayment
by
the
Fund
to
the
Adviser
within
three
years,
calculated
monthly
from
when
the
waiver
or
reimbursement
was
recorded.
Any
repayment
by
the
Fund
to
the
Adviser
will
not
cause
the
Fund’s
expenses
to
exceed
(i)
the
expense
limitation
at
the
time
the
fees
are
waived
and
(ii)
the
expense
limitation
in
effect
at
the
time
of
such
reimbursement.
The
expense
limitation
shall
be
in
effect
until
at
least
June
30,
2025.
Other
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
Other
waivers
are
not
eligible
for
recoupment.
For
the
period
ended
June
30,
2024,
fees
waived
and
expenses
reimbursed
by
the
Adviser
were
as
follows:
For
the
period
ended
June
30,
2024,
the
Adviser
did
not
seek
recoupment
for
any
fees.
As
of
June
30,
2024,
the
Fund
had
$341,259
in
total
expenses
subject
to
recapture
by
the
Adviser.
Distribution
–
Popular
Securities,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Distributor
is
a
wholly-owned
subsidiary
of
Popular,
Inc.,
the
parent
company
of
the
Adviser.
The
Adviser
may,
but
is
not
obligated
to,
make
a
payment
to
the
Distributor
for
its
service
as
Distributor
to
the
Fund
out
of
the
Adviser’s
advisory
fee
or
other
resources
of
the
Adviser,
The
Distributor
is
not
affiliated
with
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
Distribution
(12b-1)
Plan
(the
“Plan”)
for
Class
A
Withholding
Shares
and
Class
A
Non-Withholding
Shares
in
accordance
with
Rule
12b-1
of
the
Act.
Under
the
Plan,
the
Fund
pays
the
Distributor
and/
or
any
other
entity
as
authorized
by
the
Board
a
fee
of
up
to
0.25%
of
the
average
daily
net
assets
of
the
Class
A
Withholding
Shares
and
Class
A
Non-Withholding
Shares.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
Apex
also
provides
certain
shareholder
report
production,
and
EDGAR
conversion
and
filing
services.
Pursuant
to
a
services
agreement
between
the
Fund
and
Apex,
the
Fund
pays
Apex
customary
fees
for
its
services.
Directors
and
Officers
–
No
officer,
director
or
employee
of
the
Adviser
or
of
any
affiliate
thereof
receives
any
compensation
from
the
Fund
for
serving
as
an
officer
or
director
of
the
Fund.
The
Fund
will
pay
each
director
who
is
not
an
officer,
director
or
employee
of
the
Adviser
or
an
affiliate
thereof
a
fee
of
$1,000
per
meeting
attended,
together
with
such
director’s
actual
travel
and
out-of-pocket
expenses
relating
to
attendance
at
meetings.
The
three
independent
directors
of
the
Fund
also
serve
on
the
Fund’s
Investment
Adviser
Fees
Waived
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$4,342
$336,917
$4,934
$346,193
Popular
U.S.
Government
Money
Market
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
audit
committee
and
are
paid
based
upon
an
agreed
fee
of
$1,000
per
committee
meeting.
Note
4.
Organization
and
Offering
Costs
Organization
costs
consist
of
costs
incurred
to
establish
the
Fund
and
enable
it
legally
to
do
business.
Organization
costs
are
expensed
as
incurred.
As
of
June
30,
2024,
the
Fund
incurred
$95,445
in
organization
costs
that
were
paid
by
the
Adviser
and
are
subject
to
potential
recoupment.
Offering
costs
include
state
registration
fees
and
legal
fees
regarding
the
preparation
of
the
initial
registration
statement.
Offering
costs
are
accounted
for
as
deferred
costs
until
operations
begin.
Offering
costs
are
then
amortized
to
expense
over
twelve
months
on
a
straight-line
basis.
As
of
June
30,
2024,
the
Fund
incurred
$538,837
in
offering
costs
that
were
paid
by
the
Adviser
and
are
subject
to
potential
recoupment.
For
the
period
ended
June
30,
2024,
the
Fund
amortized
$89,807
in
offering
costs
as
presented
on
the
accompanying
Statement
of
Operations.
The
remaining
$449,030
will
be
amortized
during
the
Fund’s
next
fiscal
year.
Note
5.
Risks
and
Uncertainties
Obligations
of
U.S.
Government
agencies
and
authorities
receive
varying
levels
of
support
and
may
not
be
backed
by
the
full
faith
and
credit
of
the
U.S.
Government,
which
could
affect
the
Fund’s
ability
to
recover
should
they
default.
No
assurance
can
be
given
that
the
U.S.
Government
will
provide
financial
support
to
its
agencies
and
authorities
if
it
is
not
obligated
by
law
to
do
so.
The
Fund’s
yield
will
vary
as
the
short-term
securities
in
its
portfolio
mature
or
are
sold
and
the
proceeds
are
reinvested
in
other
securities.
When
interest
rates
are
very
low
or
negative,
the
Fund
may
not
be
able
to
maintain
a
positive
yield
or
pay
Fund
expenses
out
of
current
income
without
impairing
the
Fund’s
ability
to
maintain
a
stable
net
asset
value.
Additionally,
inflation
may
outpace
and
diminish
investment
returns
over
time.
Recent
and
potential
future
changes
in
monetary
policy
made
by
central
banks
and/or
their
governments
may
affect
interest
rates.
Interest
rate
risk
is
the
risk
that
interest
rates
will
rise
so
that
the
value
of
the
Fund’s
investments
will
fall.
The
Fund’s
yield
will
tend
to
lag
behind
changes
in
prevailing
short‐term
interest
rates.
In
addition,
during
periods
of
rising
interest
rates,
the
average
life
of
certain
types
of
securities
may
be
extended
because
of
the
right
of
the
issuer
to
defer
payments
or
make
slower
than
expected
principal
payments.
This
may
lock‐in
a
below
market
interest
rate,
increase
the
security’s
duration
(the
estimated
period
until
the
security
is
paid
in
full),
and
reduce
the
value
of
the
security.
This
is
known
as
extension
risk,
which
the
Fund
is
also
subject
to.
Conversely,
during
periods
of
declining
interest
rates,
the
issuer
of
a
security
may
exercise
its
option
to
prepay
principal
earlier
than
scheduled
in
order
to
refinance
at
lower
interest
rates,
forcing
the
Fund
to
reinvest
in
lower
yielding
securities.
This
is
known
as
prepayment
risk,
which
the
Fund
is
also
subject
to.
The
Fund
may
engage
in
repurchase
agreements,
which
are
transactions
in
which
the
Fund
sells
a
security
to
a
counterparty
and
agrees
to
buy
it
back
at
a
specified
time
and
price
in
a
specified
currency.
Repurchase
agreements
involve
the
risk
that
the
buyer
of
the
securities
sold
by
the
Fund
might
be
unable
to
deliver
the
securities
when
the
Fund
seeks
to
repurchase
them
and
may
be
unable
to
replace
the
securities
or
only
at
a
higher
cost.
Note
6.
Federal
Tax
Information
The
tax
character
of
distributions
reported
on
the
Statement
of
Changes
in
Net
Assets
for
the
period
ended
June
30,
2024
was
as
follows:
Note
7.
Subsequent
Events
Management
has
evaluated
all
subsequent
transactions
and
events
through
the
date
on
which
these
financial
statements
were
issued
and
had
determined
that
no
additional
items
require
adjustment
to
or
disclosure
in
the
financial
statements.
2024
Ordinary
Income
$169,015
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
and
Shareholders
of
Popular
U.S.
Government
Money
Market
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Popular
U.S.
Government
Money
Market
Fund
(the
“Fund”),
including
the
schedule
of
investments,
as
of
June
30,
2024,
and
the
related
statements
of
operations
and
changes
in
net
assets,
and
the
financial
highlights
for
the
period
from
May
1,
2024
(Commencement
of
operations)
to
June
30,
2024
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
on
June
30,
2024,
the
results
of
its
operations
and
changes
in
its
net
assets
from
May
1,
2024
to
June
30,
2024,
and
its
financial
highlights
for
the
period
from
May
1,
2024
to
June
30,
2024,
in
conformity
with
U.S.
generally
accepted
accounting
principles.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audit.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
("PCAOB")
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audit
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
the
Fund’s
internal
control
over
financial
reporting.
As
part
of
our
audit,
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audit
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2024,
by
correspondence
with
the
custodian,
brokers,
and
others.
Our
audit
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audit
provides
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
auditor
for
the
Popular
Family
of
Funds
since
2023.
San
Juan,
Puerto
Rico
August
29,
2024
Popular
U.S.
Government
Money
Market
Fund
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2024
Change
in
and
Disagreements
with
Accountants
(Item
8
of
Form
N-CSR)
Not
applicable.
Proxy
Disclosure
(Item
9
of
Form
N-CSR)
Not
applicable.
Remuneration
Paid
to
Directors,
Officers,
and
Others
(Item
10
of
Form
N-CSR)
Please
see
financial
statements
in
Item
7a.
Investment
Advisory
Agreement
Approval
Section
15(c)
of
the
Investment
Company
Act
of
1940,
as
amended
(the
“1940
Act”),
requires
that
each
registered
fund’s
board
of
directors,
including
a
majority
of
those
directors
who
are
not
“interested
persons”
of
the
Fund,
as
defined
in
the
1940
Act
(the
“Independent
Directors”),
initially
approve,
and
annually
review
and
consider
the
continuation
of,
the
Fund’s
investment
advisory
agreement.
At
its
organizational
board
meeting
held
on
October
20,
2023
(the
“Meeting”),
the
Board
of
Directors
(the
“Board”)
of
the
Fund,
including
each
of
the
Independent
Directors,
unanimously
voted
to
approve
for
an
initial
two-year
period,
a
proposed
investment
advisory
agreement
(the
“Advisory
Agreement”)
between
the
Adviser
and
the
Fund.
Preceding
the
Meeting,
the
Board
reviewed
written
responses
from
the
Adviser
to
questions
posed
to
the
Adviser
by
counsel
to
the
Independent
Directors
on
behalf
of
the
Board
and
supporting
materials
relating
to
those
questions
and
responses.
In
addition,
the
Board
considered
such
additional
information
as
it
deemed
reasonably
necessary
to
evaluate
the
Advisory
Agreement.
The
Board
also
considered
the
materials
and
presentations
by
Fund
officers
and
representatives
of
the
Adviser
received
at
the
Meeting
concerning
the
Advisory
Agreement.
In
determining
whether
to
approve
the
Advisory
Agreement,
the
members
of
the
Board
reviewed
and
evaluated
information
and
factors
they
believed
to
be
relevant
and
appropriate
in
the
exercise
of
their
reasonable
business
judgment.
While
individual
members
of
the
Board
may
have
weighed
certain
factors
differently,
the
Board’s
determination
to
approve
the
Agreement
was
based
on
a
comprehensive
consideration
of
all
information
provided
to
the
Board
with
respect
to
the
Advisory
Agreement.
The
Board
was
also
furnished
with
an
analysis
of
its
fiduciary
obligations
in
connection
with
its
evaluation
of
the
Advisory
Agreement
and,
throughout
the
evaluation
process,
the
Board
was
informed
of
its
duties
by
legal
counsel
for
the
Fund
and
by
independent
legal
counsel
to
the
Independent
Directors.
At
the
meeting,
the
Board
reviewed,
among
other
matters,
the
topics
discussed
below:
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received
from
the
Adviser,
a
presentation
from
senior
representatives
of
the
Adviser,
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
to
be
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding,
among
other
things,
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Adviser
with
principal
responsibility
for
the
Fund’s
investments;
the
investment
philosophy
and
decision-making
process
of
those
professionals;
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff;
and
the
quality
of
the
Adviser’s
services
with
respect
to
regulatory
compliance.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representation
that
the
firm
is
financially
stable
and
has
the
operational
capability
needed
to
provide
high-quality
investment
advisory
services
to
the
Fund.
The
Board
considered
further
the
Adviser’s
extensive
experience
managing
other
pooled
investment
vehicles,
including
funds
registered
under
the
1940
Act
(the
“Other
Investment
Vehicles”).
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
to
be
provided
to
the
Fund
by
the
Adviser
under
the
Advisory
Agreement.
Popular
U.S.
Government
Money
Market
Fund
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2024
Performance
Recognizing
that
the
Fund
is
new
and
has
no
performance
history,
the
Board
did
not
consider
the
performance
history
of
the
Fund.
The
Board
considered
the
investment
performance
of
the
Adviser
and
the
Fund’s
portfolio
managers,
including,
for
purposes
of
considering
the
investment
skill
and
experience
of
the
Fund’s
portfolio
managers,
performance
data
showing
the
portfolio
managers’
capabilities
in
managing
the
Other
Investment
Vehicles.
The
Board
noted
the
performance
history
of
the
Other
Investment
Vehicles
over
different
time
periods
and
evaluated
the
Adviser’s
analysis
of
the
Other
Investment
Vehicles’
performance
for
these
time
periods.
Based
on
these
considerations,
the
Board
concluded
that
it
was
satisfied
that
the
Adviser
has
the
capability
of
providing
satisfactory
investment
performance
for
the
Fund.
Compensation
The
Board
evaluated
the
Adviser’s
proposed
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
“actual”
advisory
fee
rates
(i.e.,
after
fee
waivers),
and
actual
total
expenses
of
a
group
of
funds
identified
by
Broadridge
Financial
Solutions
(“Broadridge”)
as
having
characteristics
similar
to
those
of
the
Fund.
The
Board
received
and
considered
a
description
of
the
methodology
used
by
Broadridge
to
select
the
funds
in
the
Broadridge
peer
group.
While
the
Board
recognized
that
comparisons
between
the
Fund
and
its
peer
group
may
be
imprecise
given,
among
other
differences,
the
different
service
levels
and
characteristics
of
the
funds
in
the
peer
group
and
the
different
business
model
and
cost
structure
of
the
Adviser,
the
comparative,
independently
selected
information
provided
by
Broadridge
assisted
the
Board
in
evaluating
the
reasonableness
of
the
Fund’s
proposed
management
fee
and
anticipated
total
expense
ratio.
Finally,
the
Board
considered
that
the
Adviser
had
proposed
a
contractual
expense
cap
on
the
total
expense
ratio
for
the
Fund
in
an
effort
to
ensure
that
the
expenses
of
the
Fund
remained
competitive.
Based
on
the
foregoing,
the
Board
concluded
that
the
Adviser’s
advisory
fee
rates
to
be
charged
to
the
Fund
were
reasonable.
Cost
of
Services
and
Profitability
The
Board
considered
information
provided
by
the
Adviser
regarding
the
estimated
costs
of
services
and
its
estimated
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Adviser’s
resources
devoted
to
the
Fund,
as
well
as
the
Adviser’s
discussion
of
the
anticipated
costs
and
projected
profitability
of
its
overall
fund
activities.
The
Board
considered
that
profits
to
be
realized
by
the
Adviser
would
be
a
function
of
the
future
growth
in
assets
of
the
Fund
and
the
performance
of
the
Fund
and
concluded
that
the
anticipated
costs
of
the
services
to
be
provided
and
profits
to
be
realized
by
the
Adviser
were
not
a
material
factor
in
approving
the
Advisory
Agreement.
Economies
of
Scale
The
Board
evaluated
whether
the
Fund
would
benefit
from
any
economies
of
scale.
In
this
respect,
the
Board
considered
the
proposed
fee
structure,
asset
size,
and
expense
cap
of
the
Fund.
In
this
regard,
the
Board
noted
the
Adviser’s
belief
that
the
Fund
will
achieve
further
economies
of
scale
in
the
future
through
asset
growth
resulting
in
fixed
costs
being
spread
over
a
larger
asset
pool
and
a
larger
number
of
shareholders.
The
Board
concluded
that
the
Adviser’s
fee
structure
for
the
Fund
constituted
a
reasonable
approach
to
sharing
potential
economies
of
scale
with
the
Fund
and
its
shareholders.
The
Board
noted
that
it
will
have
the
opportunity
to
periodically
reexamine
whether
the
Fund
has
achieved
any
economies
of
scale
and
the
appropriateness
of
any
potential
future
management
fee
breakpoints
as
part
of
its
future
review
of
the
Advisory
Agreement.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
would
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Popular
U.S.
Government
Money
Market
Fund
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2024
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Directors
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
counsel
to
the
Independent
Directors
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
to
be
performed,
expenses
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
FOR
MORE
INFORMATION
Investment
Adviser
Popular
Asset
Management
LLC
209
Muñoz
Rivera
Avenue
Popular
Center
North
Tower,
4th
Floor
San
Juan,
Puerto
Rico
00918
https://popularfunds.com
Transfer
Agent
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.apexgroup.com
Distributor
Popular
Securities
LLC
208
Ponce
De
Leon
Avenue
Popular
Center,
Suite
1200
San
Juan,
Puerto
Rico
00918
Popular
U.S.
Government
Money
Market
Fund
Popular
Center,
North
Building
Second
Level
(Fine
Arts)
209
Muñoz
Rivera
Avenue
San
Juan,
Puerto
Rico
00918
(787)
758-7400
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
241-ANR-0624
(b) Not applicable.
Item 8. Changes in
and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT
COMPANIES.
Not applicable.
Item 10. Remuneration
Paid to Directors, Officers, and Others of Open-End Management Investment
Companies.
Included as part of the Annual Financial Statements and
Other Information under Item 7(a).
Item 11. Statement
Regarding Basis for Approval of Investment Advisory Contract.
Included as part of the Annual Financial Statements and
Other Information under Item 7(a).
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES
FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT
INVESTMENT COMPANIES.
Not applicable.
Item 14. Purchases of
Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the Board of Directors
from shareholders.
ITEM 16. CONTROLS AND PROCEDURES
(a)
The Principal Executive Officer and the Principal Financial Officer, in
their capacities as principal executive officer and principal financial officer
of the registrant, have concluded that the registrant’s disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of
1940 (the “1940 Act”)) are effective, based on their evaluation of these
controls and procedures as of a date within 90 days prior to the filing date of
this report.
(b) There were no changes in the registrant’s internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that
occurred during the Reporting Period that have materially affected, or are
reasonably likely to materially affect, the registrant’s internal control over
financial reporting.
ITEM 17. DISCLOSURE OF
SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
Item
18. Recovery of Erroneously Awarded Compensation.
Not applicable.
ITEM 19. EXHIBITS.
(a)(2) Not applicable.
(a)(4) Not
applicable.
(a)(5) Not
applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Popular U.S. Government Money
Market Fund
|
By
|
/s/ Angel M. Rivera
|
|
|
|
Angel M. Rivera, President
|
|
|
|
|
|
|
Date
|
August 30, 2024
|
|
Pursuant to the requirements of the Securities Exchange Act
of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
|
By
|
/s/ Angel M. Rivera
|
|
|
|
Angel M. Rivera, President
|
|
|
|
|
|
|
Date
|
August 30, 2024
|
|
|
By
|
/s/ James Gallo
|
|
|
|
James Gallo, Treasurer
|
|
|
|
|
|
|
Date
|
August 30, 2024
|
|
