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, LLC

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: July 1, 2024 – June 30, 2025

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.

Popular U.S. Government Money Market Fund, LLC 

MMTXX

: Class A Non-Withholding Shares

Annual Shareholder Report - June 30, 2025

Fund Overview

This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund, LLC (the "Fund") for the period of July 1, 2024 to June 30, 2025. 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 investment	Costs paid as a percentage of a $10,000 investment
Class A Non-Withholding Shares	$73	0.72%

Maturity Weightings

(% total investments)

Value	Value
Weekly (excludes Daily)	69.3%
Daily	30.7%

Fund Statistics as of 6/30/2025

Total Net Assets	$982,855,223
# of Portfolio Holdings	9
Investment Advisory Fees Paid	$1,717,810

Top Holdings as of 6/30/2025

(% of total investments)

Federal National Mortgage Association 07/02/25	20.45%
U.S. Treasury Bill 07/03/25	19.97%
Federal National Mortgage Association 07/07/25	13.04%
U.S. Treasury Bill 07/01/25	10.06%
Federal Home Loan Mortgage Corporation 07/02/25	8.92%
Federal National Mortgage Association 07/01/25	8.68%
Federal Home Loan Mortgage Corporation 07/01/25	7.30%
Federal Home Loan Bank 07/07/25	7.01%
Federal Home Loan Bank 07/01/25	4.57%

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, LLC 

Class A Non-Withholding Shares 

Annual Shareholder Report - June 30, 2025

241A-MMTXX-25

Popular U.S. Government Money Market Fund, LLC 

MMYXX

: Class A Withholding Shares

Annual Shareholder Report - June 30, 2025

Fund Overview

This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund, LLC (the "Fund") for the period of July 1, 2024 to June 30, 2025. 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 investment	Costs paid as a percentage of a $10,000 investment
Class A Withholding Shares	$80	0.79%

Maturity Weightings

(% total investments)

Value	Value
Weekly (excludes Daily)	69.3%
Daily	30.7%

Fund Statistics as of 6/30/2025

Total Net Assets	$982,855,223
# of Portfolio Holdings	9
Investment Advisory Fees Paid	$1,717,810

Top Holdings as of 6/30/2025

(% of total investments)

Federal National Mortgage Association 07/02/25	20.45%
U.S. Treasury Bill 07/03/25	19.97%
Federal National Mortgage Association 07/07/25	13.04%
U.S. Treasury Bill 07/01/25	10.06%
Federal Home Loan Mortgage Corporation 07/02/25	8.92%
Federal National Mortgage Association 07/01/25	8.68%
Federal Home Loan Mortgage Corporation 07/01/25	7.30%
Federal Home Loan Bank 07/07/25	7.01%
Federal Home Loan Bank 07/01/25	4.57%

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, LLC 

Class A Withholding Shares 

Annual Shareholder Report - June 30, 2025

241A-MMYXX-25

Popular U.S. Government Money Market Fund, LLC 

MMGXX

: Class I Institutional Non-Withholding Shares

Annual Shareholder Report - June 30, 2025

Fund Overview

This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund, LLC (the "Fund") for the period of July 1, 2024 to June 30, 2025. 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 investment	Costs paid as a percentage of a $10,000 investment
Class I Institutional Non-Withholding Shares	$74	0.73%

Maturity Weightings

(% total investments)

Value	Value
Weekly (excludes Daily)	69.3%
Daily	30.7%

Fund Statistics as of 6/30/2025

Total Net Assets	$982,855,223
# of Portfolio Holdings	9
Investment Advisory Fees Paid	$1,717,810

Top Holdings as of 6/30/2025

(% of total investments)

Federal National Mortgage Association 07/02/25	20.45%
U.S. Treasury Bill 07/03/25	19.97%
Federal National Mortgage Association 07/07/25	13.04%
U.S. Treasury Bill 07/01/25	10.06%
Federal Home Loan Mortgage Corporation 07/02/25	8.92%
Federal National Mortgage Association 07/01/25	8.68%
Federal Home Loan Mortgage Corporation 07/01/25	7.30%
Federal Home Loan Bank 07/07/25	7.01%
Federal Home Loan Bank 07/01/25	4.57%

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, LLC 

Class I Institutional Non-Withholding Shares 

Annual Shareholder Report - June 30, 2025

241A-MMGXX-25

Popular U.S. Government Money Market Fund, LLC 

MMFXX

: Class I Institutional Withholding Shares

Annual Shareholder Report - June 30, 2025

Fund Overview

This annual shareholder report contains important information about the Popular U.S. Government Money Market Fund, LLC (the "Fund") for the period of July 17, 2024 (commencement of operations) to June 30, 2025. 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 Institutional Withholding Shares	$81	0.83%

Footnote	Description
Footnote(1)	Annualized for periods less than one year.

Maturity Weightings

(% total investments)

Value	Value
Weekly (excludes Daily)	69.3%
Daily	30.7%

Fund Statistics as of 6/30/2025

Total Net Assets	$982,855,223
# of Portfolio Holdings	9
Investment Advisory Fees Paid	$1,717,810

Top Holdings as of 6/30/2025

(% of total investments)

Federal National Mortgage Association 07/02/25	20.45%
U.S. Treasury Bill 07/03/25	19.97%
Federal National Mortgage Association 07/07/25	13.04%
U.S. Treasury Bill 07/01/25	10.06%
Federal Home Loan Mortgage Corporation 07/02/25	8.92%
Federal National Mortgage Association 07/01/25	8.68%
Federal Home Loan Mortgage Corporation 07/01/25	7.30%
Federal Home Loan Bank 07/07/25	7.01%
Federal Home Loan Bank 07/01/25	4.57%

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, LLC 

Class I Institutional Withholding Shares 

Annual Shareholder Report - June 30, 2025

241A-MMFXX-25

(b)                Not applicable.

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 years ended June 30, 2025 and June 30, 2024, were $56,100 and $44,120, respectively.

(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 years ended June 30, 2025 and 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 years ended June 30, 2025 and June 30, 2024, were $11,000 and $11,000, respectively.

(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 years ended June 30, 2025 and June 30, 2024, were $0 and $0, respectively.

(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 years ended June 30, 2025 and June 30, 2024, were $17,595,910 and $4,529,535, respectively.

(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,

LLC

Annual

Financial

Statements

&

Other

Information

June

30,

2025

TABLE

OF

CONTENTS

Schedule

of

Investments

3

Statement

of

Assets

and

Liabilities

4

Statement

of

Operations

5

Statements

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

Financial

Highlights

-

Class

I

Institutional

Class

Withholding

Shares

10

Notes

to

Financial

Statements

11

Report

of

Independent

Registered

Public

Accounting

Firm

17

Other

Information

(Unaudited)

18

Popular

U.S.

Government

Money

Market

Fund,

LLC

SCHEDULE

OF

INVESTMENTS

June

30,

2025

3

See

Notes

to

Financial

Statements.

Principal

Security

Description

Rate

Maturity

Value

U.S.

Government

&

Agency

Obligations

-

100.3%

Discount

Notes

-

70.2%

$

45,000,000‌

Federal

Home

Loan

Bank

(a)

4.21%

07/01/25

$

45,000,000‌

69,115,000‌

Federal

Home

Loan

Bank

(a)

4.16

07/07/25

69,067,179‌

72,000,000‌

Federal

Home

Loan

Mortgage

Corporation

(a)

4.16

07/01/25

72,000,000‌

88,000,000‌

Federal

Home

Loan

Mortgage

Corporation

(a)

3.99

07/02/25

87,990,247‌

85,625,000‌

Federal

National

Mortgage

Association

(a)

4.19

07/01/25

85,625,000‌

201,700,000‌

Federal

National

Mortgage

Association

(a)

4.11

07/02/25

201,676,974‌

128,690,000‌

Federal

National

Mortgage

Association

(a)

4.12

07/07/25

128,601,633‌

689,961,033‌

U.S.

Treasury

Securities

-

30.1%

99,200,000‌

U.S.

Treasury

Bill

(a)

4.10

07/01/25

99,200,000‌

197,000,000‌

U.S.

Treasury

Bill

(a)

4.13

07/03/25

196,955,175‌

296,155,175‌

Total

U.S.

Government

&

Agency

Obligations

(Cost

$986,116,208)

986,116,208‌

Investments

-

100.3%

(Cost

$986,116,208)

$

986,116,208‌

Other

Assets

&

Liabilities,

Net

-

(0.3)%

(3,260,985‌)

Net

Assets

-

100.0%

$

982,855,223‌

(a)

Zero

coupon

bond.

Interest

rate

presented

is

yield

to

maturity.

Popular

U.S.

Government

Money

Market

Fund,

LLC

STATEMENT

OF

ASSETS

AND

LIABILITIES

June

30,

2025

4

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

amortized

cost

$

986,116,208‌

Cash

168,299‌

Prepaid

expenses

72,470‌

Total

Assets

986,356,977‌

LIABILITIES

Payables:

Distributions

payable

2,806,453‌

Accrued

Liabilities:

Investment

Adviser

fees

225,252‌

Trustees’

fees

and

expenses

6,080‌

Fund

services

fees

45,437‌

Other

expenses

418,532‌

Total

Liabilities

3,501,754‌

NET

ASSETS

$

982,855,223‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

982,855,223‌

NET

ASSETS

$

982,855,223‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Class

A

Non-Withholding

Shares

527,881,073‌

Class

A

Withholding

Shares

435,043,202‌

Class

I

Institutional

Non-Withholding

Shares

16,304,731‌

Class

I

Institutional

Withholding

Shares

3,626,217‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Class

A

Non-Withholding

Shares

(based

on

net

assets

of

$527,881,073)

$

1.00‌

Class

A

Withholding

Shares

(based

on

net

assets

of

$435,043,202)

$

1.00‌

Class

I

Institutional

Non-Withholding

Shares

(based

on

net

assets

of

$16,304,731)

$

1.00‌

Class

I

Institutional

Withholding

Shares

(based

on

net

assets

of

$3,626,217)

$

1.00‌

Popular

U.S.

Government

Money

Market

Fund,

LLC

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

JUNE

30,

2025

5

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Interest

income

$

30,807,098‌

Total

Investment

Income

30,807,098‌

EXPENSES

Investment

Adviser

fees

1,717,810‌

Fund

services

fees

515,699‌

Transfer

agent

fees:

Class

A

Non-Withholding

Shares

18,860‌

Class

A

Withholding

Shares

18,860‌

Class

I

Institutional

Non-Withholding

Shares

18,860‌

Class

I

Institutional

Withholding

Shares

18,098‌

Distribution

fees:

Class

A

Non-Withholding

Shares

819,226‌

Class

A

Withholding

Shares

852,825‌

Custodian

fees

4,338‌

Registration

fees:

Class

A

Non-Withholding

Shares

80,926‌

Class

A

Withholding

Shares

36,447‌

Class

I

Institutional

Non-Withholding

Shares

3,389‌

Class

I

Institutional

Withholding

Shares

368‌

Professional

fees

334,819‌

Trustees’

fees

and

expenses

18,280‌

Offering

costs

449,030‌

Investment

Adviser

expense

reimbursements

recouped

259,246‌

Other

expenses

157,992‌

Total

Expenses

5,325,073‌

Fees

waived

(133,777‌)

Net

Expenses

5,191,296‌

NET

INVESTMENT

INCOME

25,615,802‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

25,615,802‌

Popular

U.S.

Government

Money

Market

Fund,

LLC

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

6

See

Notes

to

Financial

Statements.

*

Commencement

of

operations.

For

the

Year

Ended

June

30,

2025

May

1,

2024*

through

June

30,

2024

OPERATIONS

Net

investment

income

$

25,615,802‌

$

169,015‌

Increase

in

Net

Assets

Resulting

from

Operations

25,615,802‌

169,015‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Class

A

Non-Withholding

Shares

(12,165,760‌)

(8,072‌)

Class

A

Withholding

Shares

(12,766,969‌)

(160,449‌)

Class

I

Institutional

Non-Withholding

Shares

(555,927‌)

(494‌)

Class

I

Institutional

Withholding

Shares

(127,146‌)

–‌

Total

Distributions

Paid

(25,615,802‌)

(169,015‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Class

A

Non-Withholding

Shares

1,808,885,562‌

13,407,273‌

Class

A

Withholding

Shares

1,355,108,199‌

219,950,471‌

Class

I

Institutional

Non-Withholding

Shares

110,249,614‌

100,000‌

Class

I

Institutional

Withholding

Shares

31,604,626‌

–‌

Reinvestment

of

distributions:

Class

A

Non-Withholding

Shares

10,684,684‌

–‌

Class

A

Withholding

Shares

11,670,512‌

–‌

Class

I

Institutional

Non-Withholding

Shares

506,124‌

143‌

Class

I

Institutional

Withholding

Shares

116,897‌

–‌

Redemption

of

shares:

Class

A

Non-Withholding

Shares

(1,305,096,447‌)

–‌

Class

A

Withholding

Shares

(1,144,208,411‌)

(7,477,568‌)

Class

I

Institutional

Non-Withholding

Shares

(94,551,150‌)

–‌

Class

I

Institutional

Withholding

Shares

(28,095,306‌)

–‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

756,874,904‌

225,980,319‌

Increase

in

Net

Assets

756,874,904‌

225,980,319‌

NET

ASSETS

Beginning

of

Period

$

225,980,319‌

$

–‌

End

of

Period

$

982,855,223‌

$

225,980,319‌

SHARE

TRANSACTIONS

Sale

of

shares:

Class

A

Non-Withholding

Shares

1,808,885,562‌

13,407,273‌

Class

A

Withholding

Shares

1,355,108,199‌

219,950,471‌

Class

I

Institutional

Non-Withholding

Shares

110,249,614‌

100,000‌

Class

I

Institutional

Withholding

Shares

31,604,626‌

–‌

Reinvestment

of

distributions:

Class

A

Non-Withholding

Shares

10,684,684‌

–‌

A

Withholding

Shares

11,670,512‌

–‌

Class

I

Institutional

Non-Withholding

Shares

506,124‌

143‌

Class

I

Institutional

Withholding

Shares

116,897‌

–‌

Redemption

of

shares:

Class

A

Non-Withholding

Shares

(1,305,096,447‌)

–‌

Class

A

Withholding

Shares

(1,144,208,411‌)

(7,477,568‌)

Class

I

Institutional

Non-Withholding

Shares

(94,551,150‌)

–‌

Class

I

Institutional

Withholding

Shares

(28,095,306‌)

–‌

Increase

in

Shares

756,874,904‌

225,980,319‌

Popular

U.S.

Government

Money

Market

Fund,

LLC

FINANCIAL

HIGHLIGHTS

7

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

the

period.

SS

For

the

Year

Ended

June

30,

2025

June

25,

2024

(a)

Through

June

30,

2024

CLASS

A

NON-WITHHOLDING

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

1.00‌

$

1.00‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.04‌

0.00‌(c)

Total

from

Investment

Operations

0.04‌

0.00‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.04‌)

(0.00‌)(c)

Total

Distributions

to

Shareholders

(0.04‌)

(0.00‌)

NET

ASSET

VALUE,

End

of

Period

$

1.00‌

$

1.00‌

TOTAL

RETURN

3.89‌%

0.07‌%(d)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

527,881‌

$

13,407‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.71‌%

4.06‌%(e)

Net

expenses

0.72‌%

1.00‌%(e)

Gross

expenses

(f)

0.74‌%

7.71‌%(e)

(a)

Commencement

of

operations

of

the

Class

A

Non-Withholding

Shares.

(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,

LLC

FINANCIAL

HIGHLIGHTS

8

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

the

period.

For

the

Year

Ended

June

30,

2025

June

24,

2024

(a)

Through

June

30,

2024

CLASS

A

WITHHOLDING

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

1.00‌

$

1.00‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.04‌

0.00‌(c)

Total

from

Investment

Operations

0.04‌

0.00‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.04‌)

(0.00‌)(c)

Total

Distributions

to

Shareholders

(0.04‌)

(0.00‌)

NET

ASSET

VALUE,

End

of

Period

$

1.00‌

$

1.00‌

TOTAL

RETURN

3.85‌%

0.08‌%(d)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

435,043‌

$

212,473‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.74‌%

4.04‌%(e)

Net

expenses

0.79‌%

1.00‌%(e)

Gross

expenses

(f)

0.81‌%

6.73‌%(e)

(a)

Commencement

of

operations

of

the

Class

A

Withholding

Shares.

(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,

LLC

FINANCIAL

HIGHLIGHTS

9

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

the

period.

For

the

Year

Ended

June

30,

2025

May

20,

2024

(a)

Through

June

30,

2024

CLASS

I

INSTITUTIONAL

NON-WITHHOLDING

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

1.00‌

$

1.00‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.04‌

0.01‌

Total

from

Investment

Operations

0.04‌

0.01‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.04‌)

(0.01‌)

Total

Distributions

to

Shareholders

(0.04‌)

(0.00‌)

NET

ASSET

VALUE,

End

of

Period

$

1.00‌

$

1.00‌

TOTAL

RETURN

3.90‌%

0.49‌%(c)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

16,305‌

$

100‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.77‌%

4.30‌%(d)

Net

expenses

0.73‌%

1.00‌%(d)

Gross

expenses

(e)

0.79‌%

919.62‌%(d)

(a)

Commencement

of

operations

of

the

Class

I

Institutional

Non-Withholding

Shares.

(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,

LLC

FINANCIAL

HIGHLIGHTS

10

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

the

period.

July

17,

2024

(a)

Through

June

30,

2025

CLASS

I

INSTITUTIONAL

WITHHOLDING

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

1.00‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.04‌

Total

from

Investment

Operations

0.04‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.04‌)

Total

Distributions

to

Shareholders

(0.04‌)

NET

ASSET

VALUE,

End

of

Period

$

1.00‌

TOTAL

RETURN

3.60‌%(c)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

3,626‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.62‌%(d)

Net

expenses

0.83‌%(d)

Gross

expenses

(e)

1.01‌%(d)

(a)

Commencement

of

operations

of

the

Class

I

Institutional

Withholding

Shares.

(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,

LLC

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2025

11

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,

Class

A

Non-Withholding

Shares

and

Class

I

Institutional

Withholding

Shares

commenced

operations

on

May

20,

2024,

June

24,

2024,

June

25,

2024

and

July

17,

2024,

respectively.

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

(“FASB”)

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.

Popular

U.S.

Government

Money

Market

Fund,

LLC

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2025

12

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

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,

2025,

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

Popular

U.S.

Government

Money

Market

Fund,

LLC

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2025

13

of

San

Juan

may

disagree

with

the

holding

of

PR

Treasury

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,

LLC

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2025

14

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.

Recent

Accounting

Standards

–

In

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280)

–

Improvements

to

Reportable

Segment

Disclosures.

Adoption

of

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

or

results

of

operation.

The

Fund’s

President

acts

as

the

Fund’s

chief

operating

decision

maker

(“CODM”),

as

defined

in

Topic

280,

assessing

performance

and

making

decisions

about

resource

allocation.

The

CODM

has

determined

that

that

the

Fund

has

a

single

operating

segment

based

on

the

fact

that

the

CODM

monitors

the

operating

results

of

the

Fund

as

a

whole

and

the

Fund’s

long-term

strategic

asset

allocation

is

guided

by

the

Fund's

investment

objective

and

principal

investment

strategies,

as

described

in

its

prospectus,

and

executed

by

the

Fund’s

portfolio

management

team,

comprised

of

investment

professionals

employed

by

the

Adviser.

The

Financial

information

provided

to

and

reviewed

by

the

CODM

is

consistent

with

that

presented

in

the

Fund’s

Schedule

of

Investments,

Statement

of

Operations,

Statements

of

Changes

in

Net

Assets

and

Financial

Highlights.

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

a

class

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

December

31,

2025.

The

Adviser

voluntarily

agreed

to

waive

a

portion

of

its

advisory

fee

equal

to

an

annual

rate

of

0.20%

of

the

Fund’s

net

assets

exceeding

$1

billion

and

less

than

$1.5

billion

and

equal

to

an

annual

rate

of

0.15%

of

the

Fund’s

net

assets

exceeding

$1.5

billion.

This

voluntary

waiver

is

separate

from,

and

in

addition

to

the

Adviser’s

contractual

expense

waiver/reimbursement

arrangement.

The

Adviser

may

waive

additional

fees

at

any

time.

These

voluntary

waivers

are

not

eligible

for

recoupment.

Other

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

Other

waivers

are

not

eligible

for

recoupment.

For

the

year

ended

June

30,

2025,

fees

waived

and

expenses

reimbursed

by

the

Adviser

were

as

follows:

For

the

year

ended

June

30,

2025,

the

Adviser

recouped

$259,246

as

reflected

on

the

accompanying

Statement

of

Operations.

As

of

June

30,

2025,

the

Fund

had

$82,013

in

total

expenses,

that

were

waived

during

the

fiscal

year

ended

June

30,

2025,

that

are

subject

to

recapture

by

the

Adviser.

Distribution

–

Popular

Securities,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Distributor

is

a

wholly-owned

Investment

Adviser

Fees

Waived

Investment

Adviser

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$0

$0

$133,777

$133,777

Popular

U.S.

Government

Money

Market

Fund,

LLC

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2025

15

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

audit

committee

and

are

paid

based

upon

an

agreed

fee

of

$1,000

per

committee

meeting.

Note

4.

Offering

Costs

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,

beginning

with

the

commencement

of

operations

of

the

Fund.

For

the

period

since

inception

through

June

30,

2025,

the

Fund

incurred

$538,837

in

offering

costs

that

were

paid

by

the

Adviser

and

are

subject

to

potential

recoupment.

For

the

year

ended

June

30,

2025,

the

Fund

amortized

$449,030

in

offering

costs

as

presented

on

the

accompanying

Statement

of

Operations.

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.

Popular

U.S.

Government

Money

Market

Fund,

LLC

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2025

16

The

Fund’s

investments

are

classified

as

eligible

securities

according

to

Rule

2a-7,

and

their

credit

risks

have

been

determined

to

be

minimal

by

the

Adviser.

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

and

year

ended

June

30,

2025

were

as

follows:

As

of

June

30,

2025,

there

were

no

distributable

earnings

on

a

tax

basis.

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.

2025

2024

Ordinary

Income

$25,615,802

$169,015

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

17

To

the

Shareholders

and

Board

of

Directors

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,

LLC

(the

“Fund”),

including

the

schedule

of

investments,

as

of

June

30,

2025,

and

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

and

the

financial

highlights

for

the

year

ended

June

30,

2025

and

the

period

from

May

1,

2024

(commencement

of

operations)

through

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

at

June

30,

2025,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

and

its

financial

highlights

for

the

year

ended

June

30,

2025

and

the

period

from

May

1,

2024

(commencement

of

operations)

through

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

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

("PCAOB")

and

are

required

to

be

independent

with

respect

to

the

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

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

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

audits,

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

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,

2025,

by

correspondence

with

the

custodian,

brokers

and

others.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

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

26,

2025

Popular

U.S.

Government

Money

Market

Fund,

LLC

OTHER

INFORMATION

(UNAUDITED)

June

30,

2025

18

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.

Statement

Regarding

the

Basis

for

the

Board’s

Approval

of

Investment

Advisory

Contract

(Item

11

of

Form

N-CSR)

Investment

Advisory

Agreement

Approval

The

Board

of

Directors

(the

“Board”)

of

the

Fund

met

on

May

15,

2025

(the

“Meeting”)

to

consider

the

continuance

of

the

Investment

Advisory

Agreement

(the

“Advisory

Agreement”)

by

and

between

the

Fund

and

the

Adviser.

At

such

meeting,

the

Board

participated

in

comparative

performance

reviews

with

the

portfolio

managers

of

the

Adviser,

in

conjunction

with

other

Fund

service

providers,

and

considered

the

investment

strategy

used

in

pursuing

the

Fund’s

investment

objectives.

The

Board

also

evaluated

issues

pertaining

to

industry

and

regulatory

developments,

compliance

procedures,

fund

governance,

and

other

issues

with

respect

to

the

Fund

and

received

and

participated

in

reports

and

presentations

provided

by

the

Adviser

with

respect

to

such

matters.

The

independent

members

of

the

Board

(collectively,

the

“Independent

Directors”)

were

assisted

throughout

the

contract

review

process

by

Willkie

Farr

&

Gallagher

LLP,

as

their

independent

legal

counsel.

The

Board

relied

upon

the

advice

of

such

counsel

and

their

own

business

judgment

in

determining

the

material

factors

to

be

considered

in

evaluating

the

Advisory

Agreement

and

the

weight

to

be

given

to

each

such

factor.

The

conclusions

reached

with

respect

to

the

Advisory

Agreement

were

based

on

a

comprehensive

evaluation

of

all

the

information

provided

and

not

any

single

factor.

Moreover,

each

Director

may

have

placed

varying

emphasis

on

particular

factors

in

reaching

conclusions

with

respect

to

the

Advisory

Agreement.

In

evaluating

the

Advisory

Agreement,

including

the

specific

fee

structures,

and

other

terms

of

such

agreement,

the

Board

were

informed

by

analysis

and

discussion

amongst

themselves

and

the

Adviser.

The

Board,

including

a

majority

of

Independent

Directors,

concluded

that

the

terms

of

the

Advisory

Agreement

for

the

Fund

were

fair

and

reasonable

and

that

the

Adviser’s

fees

were

reasonable

in

light

of

the

services

provided

to

the

Fund.

Nature,

Extent

and

Quality

of

Services

In

evaluating

the

Advisory

Agreement,

the

Board

considered,

the

nature,

extent

and

quality

of

the

Adviser’s

services

to

the

Fund.

The

Board

considered

the

vast

array

of

management,

oversight,

and

administrative

services

the

Adviser

provides

to

manage

and

operate

the

Fund,

and

the

increases

of

such

services

over

time

due

to

new

or

revised

market,

regulatory

or

other

developments,

such

as

liquidity

management

and

cybersecurity

programs,

and

the

resources

and

capabilities

necessary

to

provide

these

services.

The

Independent

Directors

recognized

that

the

Adviser

provides

portfolio

management

services

for

the

Fund.

In

addition

to

portfolio

management,

the

Board

considered

the

wide

range

of

administrative

or

non-advisory

services

the

Adviser

provides

to

manage

and

operate

the

Fund

(in

addition

to

those

provided

by

other

third

parties).

These

services

include,

but

are

not

limited

to,

administrative

services

(such

as

providing

the

employees

and

officers

necessary

for

the

Fund’s

operations);

operational

expertise

(such

as

providing

portfolio

accounting

and

addressing

complex

pricing

issues,

corporate

actions,

as

applicable);

oversight

of

third-party

service

providers

(such

as

coordinating

and

evaluating

the

services

of

the

Fund’s

custodian,

transfer

agent

and

other

intermediaries);

board

support

and

administration

(such

as

overseeing

the

organization

of

the

Board

and

committee

meetings

and

preparing

or

overseeing

the

timely

preparation

of

various

materials

and/or

presentations

for

such

meetings);

fund

share

transactions

(monitoring

daily

purchases

and

redemptions),

shareholder

communications

(such

as

overseeing

the

preparation

of

annual

and

semi-annual

and

other

periodic

shareholder

reports);

tax

administration;

and

compliance

services

(such

as

helping

to

maintain

and

update

the

Fund’s

compliance

program

and

related

policies

and

procedures

as

necessary

or

appropriate

to

meet

new

or

revised

regulatory

requirements

and

reviewing

such

program

annually;

overseeing

the

preparation

of

the

Fund’s

registration

statements

and

regulatory

filings;

overseeing

the

valuation

of

portfolio

securities

and

daily

pricing;

helping

to

ensure

the

Fund

complies

with

Popular

U.S.

Government

Money

Market

Fund,

LLC

OTHER

INFORMATION

(UNAUDITED)

June

30,

2025

19

its

portfolio

limitations

and

restrictions;

monitoring

the

liquidity

of

the

portfolio;

providing

compliance

training

for

personnel;

and

evaluating

the

compliance

programs

of

the

Fund’s

service

providers).

In

evaluating

such

services,

the

Board

considered,

among

other

things,

whether

the

Fund

has

operated

in

accordance

with

its

investment

objective(s)

and

the

Fund’s

record

of

compliance

with

its

investment

restrictions

and

regulatory

requirements.

In

addition

to

the

services

provided

by

the

Adviser,

the

Independent

Directors

also

considered

the

risks

borne

by

the

Adviser

in

managing

the

Fund

in

a

highly

regulated

industry,

including

various

material

entrepreneurial,

reputational

and

regulatory

risks.

Based

on

their

review,

the

Independent

Directors

found

that,

overall,

the

nature,

extent

and

quality

of

services

provided

under

the

Advisory

Agreement

was

satisfactory

on

behalf

of

the

Fund.

Investment

Performance

of

the

Fund

In

evaluating

the

quality

of

the

services

provided

by

the

Adviser,

the

Board

also

received

and

considered

the

investment

performance

of

the

Fund.

In

this

regard,

the

Board

received

and

reviewed

a

report

(the

“Broadridge

Report”)

prepared

by

Broadridge

which

generally

provided

the

Fund’s

performance

data

since

the

Fund’s

inception

in

May

2024

on

an

absolute

basis

and

as

compared

to

the

performance

of

unaffiliated

comparable

funds

(a

“Broadridge

Peer

Group”).

The

Board

was

provided

with

information

describing

the

methodology

Broadridge

used

to

create

the

Broadridge

Peer

Group.

The

performance

data

prepared

for

the

review

of

the

Advisory

Agreement

supplements

the

performance

data

the

Board

received

throughout

the

year

as

the

Board

regularly

reviews

and

meets

with

portfolio

manager(s)

during

the

year

to

discuss,

in

relevant

part,

the

performance

of

the

Fund.

Fees

and

Expenses

As

part

of

its

review,

the

Board

also

considered,

among

other

things,

the

contractual

management

fee

rate

and

the

net

management

fee

rate

(i.e.,

the

management

fee

after

taking

into

account

expense

reimbursements

and/or

fee

waivers,

if

any)

paid

by

the

Fund

to

the

Adviser

in

light

of

the

nature,

extent

and

quality

of

the

services

provided.

The

Board

also

considered

the

net

total

expense

ratio

of

the

Fund

in

relation

to

those

of

a

comparable

group

of

funds

.

The

Board

considered

the

net

total

expense

ratio

of

the

Fund

(expressed

as

a

percentage

of

average

net

assets)

as

the

expense

ratio

is

more

reflective

of

the

shareholder’s

costs

in

investing

in

the

Fund.

In

evaluating

the

management

fee

rate,

the

Board

considered

the

Adviser’s

rationale

for

proposing

the

management

fee

rate

of

the

Fund

which

included

its

evaluation

of,

among

other

things,

the

value

of

the

service

being

provided

(e.g.,

the

expertise

of

the

Adviser

with

the

proposed

strategy),

the

competitive

marketplace

(i.e.,

the

uniqueness

of

the

Fund

and

the

fees

of

competitor

funds)

and

the

economics

to

the

Adviser

(e.g.,

the

costs

of

operating

the

Fund).

The

Board

considered,

among

other

things,

the

expense

limitations

and/or

fee

waivers

agreed

to

by

the

Adviser

to

keep

expenses

to

certain

levels

and

reviewed

the

amounts

the

Adviser

had

waived

or

reimbursed

since

the

last

approval

of

the

Advisory

Agreement;

and

the

costs

incurred

and

resources

necessary

in

effectively

managing

mutual

funds,

particularly

given

the

costs

in

attracting

and

maintaining

quality

and

experienced

portfolio

managers

and

research

staff.

The

Board

further

considered

the

Fund’s

net

management

fee

and

net

total

expense

ratio

in

light

of

its

performance

history.

Profitability

In

conjunction

with

their

review

of

fees,

the

Independent

Directors

reviewed

information

reflecting

the

Adviser’s

financial

condition.

The

Independent

Directors

reviewed

the

consolidated

financial

statements

of

the

Investment

Advisor

for

the

year

ended

December

31,

2024

.

The

Independent

Directors

also

considered

the

overall

financial

condition

of

the

Adviser

and

the

Adviser’s

representations

regarding

the

stability

of

the

firm,

its

operating

margins,

and

the

manner

in

which

it

funds

its

future

financial

commitments,

such

as

employee

deferred

compensation

programs.

The

Independent

Directors

also

reviewed

the

profitability

information

for

the

Adviser

derived

from

its

relationship

with

the

Fund

for

the

period

July

1,

2024

(commencement

of

investment

operations)

through

March

31,

2025

on

an

actual

and

adjusted

basis,

as

described

below.

The

Independent

Directors

evaluated,

among

other

things,

the

Adviser’s

revenues,

expenses

and

net

income

(pre

tax

and

after

tax)

and

the

net

profit

margins

(pre

tax

and

after

tax).

The

Independent

Directors

also

reviewed

the

level

of

profitability

realized

by

the

Adviser

including

and

excluding

distribution

expenses

incurred

by

the

Adviser

from

its

own

resources.

Popular

U.S.

Government

Money

Market

Fund,

LLC

OTHER

INFORMATION

(UNAUDITED)

June

30,

2025

20

Economies

of

Scale

and

Whether

Levels

Reflect

These

Economies

of

Scale

In

evaluating

the

reasonableness

of

the

investment

advisory

fees,

the

Board

considered

the

existence

of

any

economies

of

scale

in

the

provision

of

services

by

the

Adviser

and

whether

those

economies

are

appropriately

shared

with

the

Fund.

In

its

review,

the

Independent

Directors

recognized

that

economies

of

scale

are

difficult

to

assess

or

quantify,

particularly

on

a

Fund

by

Fund

basis,

and

certain

expenses

may

not

decline

with

a

rise

in

assets.

The

Independent

Directors

further

considered

that

economies

of

scale

may

be

shared

in

various

ways

including

breakpoints

in

the

management

fee

schedule,

fee

waivers

and/or

expense

limitations,

pricing

of

Fund

at

scale

at

inception

or

other

means.

The

Board

considered

that

not

all

funds

have

breakpoints

in

their

fee

structures

and

that

breakpoints

are

not

the

exclusive

means

of

sharing

potential

economies

of

scale.

The

Board

and

the

Independent

Directors

considered

the

Adviser’s

statement

that

it

believes

that

breakpoints

could

be

appropriate

in

the

future

if

assets

under

management

for

the

Fund

exceed

$1

billion.

Considering

the

factors

above,

the

Independent

Directors

concluded

the

absence

of

breakpoints

in

the

management

fee

was

acceptable

and

that

any

economies

of

scale

that

exist

are

adequately

reflected

in

the

Adviser’s

fee

structure.

Indirect

Benefits

The

Independent

Directors

received

and

considered

information

regarding

indirect

benefits

the

Adviser

may

receive

as

a

result

of

its

relationship

with

the

Fund.

The

Independent

Directors

further

considered

the

reputational

and/or

marketing

benefits

the

Adviser

may

receive

as

a

result

of

its

association

with

the

Fund.

The

Independent

Directors

took

these

indirect

benefits

into

account

when

accessing

the

level

of

advisory

fees

paid

to

the

Adviser

and

concluded

that

the

indirect

benefits

received

were

reasonable.

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.

Investment

Adviser

Popular

Asset

Management

LLC

209

Muñoz

Rivera

Avenue

Popular

Center

North

Tower,

4th

Floor

San

Juan,

Puerto

Rico

00918

Administrator

&

Fund

Management

Apex

Fund

Services

190

Middle

Street,

Suite

101

Portland,

ME

04101

Custodian

JPMorgan

Chase

Bank,

N.A.

383

Madison

Avenue

New

York,

NY

10017

Legal

Counsel

Pietrantoni

Méndez

&

Alvarez

LLC

208

Ponce

de

León

Avenue,

Floor

19

San

Juan,

Puerto

Rico

00918

Ropes

&

Gray

LLP

Prudential

Tower

800

Boylston

Street

Boston,

MA

02199

Independent

Registered

Public

Accountant

Ernst

&

Young,

LLP

Parque

las

Americas

1

235

Calle

Federico

Costa,

Suite

410

San

Juan,

Puerto

Rico

00918

Directors

&

Officers

Jorge

I.

Vallejo

Director

Carlos

A.

Pérez

Director

Enrique

Vila

del

Corral

Director

Angel

M.

Rivera

President

James

Gallo

Treasurer

Antonio

J.

Santos

Secretary

Remember

that

shares

of

the

Fund:

Are

not

bank

deposits

and

are

not

insured

by

the

FDIC

or

any

other

governmental

agency.

Are

not

obligations

of

or

guaranteed

by

Banco

Popular

de

Puerto

Rico

or

any

other

bank.

Are

subject

to

investment

risks,

including

possible

loss

of

the

principal

amount

invested.

(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)(1)  Code of Ethics (filed herewith).

(a)(2)  Not applicable.

(a)(3)  Certifications pursuant to Rule 30a-2(a) and Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

(a)(4)  Not applicable.

(a)(5) Not applicable.

(b)      Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

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	September 3, 2025

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	September 3, 2025

By	/s/ James Gallo
	James Gallo, Treasurer
Date	August 26, 2025