0001752724-18-000317.txt : 20180913 0001752724-18-000317.hdr.sgml : 20180913 20180913131322 ACCESSION NUMBER: 0001752724-18-000317 CONFORMED SUBMISSION TYPE: N-CEN PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180913 EFFECTIVENESS DATE: 20180913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN U.S. GOVERNMENT MONEY FUND CENTRAL INDEX KEY: 0000038778 IRS NUMBER: 942312649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-02605 FILM NUMBER: 181068519 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403-1906 BUSINESS PHONE: 650-570-3000 MAIL ADDRESS: STREET 1: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403-1906 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN MONEY FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN RESOURCES LIQUID ASSETS FUND DATE OF NAME CHANGE: 19800402 0000038778 S000006859 FRANKLIN U.S. GOVERNMENT MONEY FUND N-CEN 1 primary_doc.xml N-CEN LIVE 0000038778 XXXXXXXX 811-02605 true N-1A S000006859 true Franklin U.S. Government Money Fund 811-02605 0000038778 549300LAU7JF8HZG1B15 ONE FRANKLIN PARKWAY SAN MATEO 94403-1906 US-CA US 6503122000 FRANKLIN U.S. GOVERNMENT MONEY FUND ONE FRANKLIN PARKWAY SAN MATEO 94403-1906 6503122000 Accounting records as required to be maintained by the Investment Company Act Y N N-1A 1 Y Harris J. Ashton N/A N Terrence J. Checki N/A N Mary C. Choksi N/A N Edith E. Holiday N/A N Rupert H. Johnson, Jr. N/A Y Gregory E. Johnson N/A Y J. Michael Luttig N/A N John B. Wilson N/A N Larry D. Thompson N/A N Robert C. Rosselot N/A 300 S.E. 2nd Street Fort Lauderdale 33301-1923 XXXXXX N N N N N N N FRANKLIN TEMPLETON DISTRIBUTORS INC 8-5889 000000332 N/A N N PRICEWATERHOUSECOOPERS LLP 238 N/A N N N N N N N Franklin U.S. Government Money Fund S000006859 549300LAU7JF8HZG1B15 Y 2 Money Market Fund N N N N N/A 0 0 Rule 22d-1 (17 CFR 270.22d-1) Rule 32a-4 (17 CFR 270.32a-4) Y Y N N FRANKLIN ADVISERS INC 801-26292 000104517 N/A N FRANKLIN TEMPLETON INVESTOR SERVICES LLC 84-1036 N/A Y N N Markit North America, Inc. 13-4153988 TIN N Securities Evaluations, Inc. 13-3186551 TIN N Thomson Reuters (Markets) LLC 549300561UZND4C7B569 LEI CA N Bloomberg Finance L.P. 5493001KJTIIGC8Y1R12 LEI N Intercontinental Exchange Inc. 13-3668779 TIN N THE BANK OF NEW YORK MELLON N/A N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) FRANKLIN TEMPLETON INVESTOR SERVICES LLC N/A Y N Self - rule 17f-2 (17 CFR 270.17f-2) N FRANKLIN TEMPLETON INVESTOR SERVICES LLC N/A Y N N FRANKLIN TEMPLETON SERVICES LLC N/A Y N N FRANKLIN TEMPLETON DISTRIBUTORS INC 8-5889 000000332 N/A 0 0.00000000 0 N 2443487857.97000000 INTERNAL CONTROL RPT 2 FUSGMF_G_1_a_iii_0618.txt INTERNAL CONTROL Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Franklin U.S. Government Money Fund In planning and performing our audit of the financial statements of Franklin U.S. Government Money Fund (the "Fund") as of and for the year ended June 30, 2018, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), we considered the Fund's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund's internal control over financial reporting. The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Fund's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of June 30, 2018. This report is intended solely for the information and use of the Board of Trustees of Franklin U.S. Government Money Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/PricewaterhouseCoopers LLP San Francisco, California August 16, 2018 INST DEFINING RIGHTS 3 FUSGMF_G_1_b_ii_0718.txt TERMS OF NEW OR AMENDED SECURITIES NOTICE OF AUTOMATIC CONVERSION OF CLASS C SHARES TO CLASS A SHARES AFTER 10-YEAR HOLDING PERIOD NAME OF REGISTRANT: Franklin U.S. Government Money Fund File No. 811-02605 EXHIBIT ITEM: Terms of new or amended securities Notice of Automatic Conversion of Class C Shares to Class A Shares after 10-Year Holding Period At Board meetings held on February 26 and 27, 2018, the Board of Trustees approved an automatic conversion feature for the Fund's Class C shares (which includes Class C1 shares as applicable) that will automatically convert shareholders' Class C shares into Class A shares of the same Fund after they have been held for 10 years. After conversion, your new shares will be subject to Class A shares' lower Rule 12b-1 fees. The conversion feature will become effective on or about October 5, 2018.Later that month Class C shares of the Fund that have been outstanding for 10 years or more will automatically convert to Class A shares of such Fund on the basis of the relative net asset values of the two classes. Thereafter, Class C shares of the Fund will convert automatically to Class A shares of such Fund on a monthly basis in the month of, or the month following, the 10-year anniversary of the Class C shares' purchase date. Class C shares of the Fund acquired through automatic reinvestment of dividends or distributions will convert to Class A shares of the Fund on the conversion date pro rata with the converting Class C shares of the Fund that were not acquired through reinvestment of dividends or distributions. Shareholders will not pay a sales charge, including a contingent deferred sales charge, upon the conversion of their Class C shares to Class A shares pursuant to this conversion feature. The automatic conversion of the Fund's Class C shares into Class A shares after the 10-year holding period is not expected to be a taxable event for federal income tax purposes. Shareholders should consult with their tax advisor regarding the state and local tax consequences of such conversions. Class C shares held through a financial intermediary in an omnibus account will be converted into Class A shares only if the intermediary can document that the shareholder has met the required holding period. In certain circumstances, when shares are invested through retirement plans, omnibus accounts, and in certain other instances, the Fund and its agents may not have transparency into how long a shareholder has held Class C shares for purposes of determining whether such Class C shares are eligible for automatic conversion into Class A shares and the financial intermediary may not have the ability to track purchases to credit individual shareholders' holding periods. This primarily occurs when shares are invested through certain record keepers for group retirement plans, where the intermediary cannot track share aging at the participant level.In these circumstances, the Fund will not be able to automatically convert Class C shares into Class A shares as described above. In order to determine eligibility for conversion in these circumstances, it is the responsibility of the shareholder or their financial intermediary to notify the Fund that the shareholder is eligible for the conversion of Class C shares to Class A shares, and the shareholder or their financial intermediary may be required to maintain and provide the Fund with records that substantiate the holding period of Class C shares. It is the financial intermediary's (and not the Fund's) responsibility to keep records and to ensure that the shareholder is credited with the proper holding period. Please consult with your financial intermediary about your shares' eligibility for this conversion feature. Also effective October 5, 2018, new accounts or plans may not be eligible to purchase Class C shares of the Fund if it is determined that the intermediary cannot track shareholder holding periods to determine whether a shareholder's Class C shares are eligible for conversion to Class A shares. Accounts or plans (and their successor, related and affiliated plans) that have Class C shares of the Fund available to participants on or before October 5, 2018, may continue to open accounts for new participants in such share class and purchase additional shares in existing participant accounts. The Fund has no responsibility for overseeing, monitoring or implementing a financial intermediary's process for determining whether a shareholder meets the required holding period for conversion. A financial intermediary may sponsor and/or control accounts, programs or platforms that impose a different conversion schedule or different eligibility requirements for the conversion of Class C shares into Class A shares. In these cases, Class C shareholders may convert to Class A shares under the policies of the financial intermediary and the conversion may be structured as an exchange of Class C shares for Class A shares of the same Fund. Financial intermediaries will be responsible for making such exchanges in those circumstances. Please consult with your financial intermediary if you have any questions regarding your shares' conversion from Class C shares to Class A shares. MATERIAL AMENDMENTS 4 FUSGMF_G_1_b_i_0718.txt COPIES OF ANY MATERIAL AMENDMENTS TO THE REGISTRANT'S CHARTER OR BY-LAWS NAME OF REGISTRANT: Franklin U.S. Government Money Fund File No. 811-02605 EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws Amendment Effective February 1, 2018 To the By-Laws of Franklin U.S. Government Money Fund (the "Trust") WHEREAS, Article VIII, Section 2 of the By-Laws provides that the By-Laws may be amended by the Board of Trustees; and WHEREAS, by resolutions adopted October 24, 2017 at a meeting of the Board of Trustees of the Trust, the Board of Trustees unanimously authorized the By-Laws to be amended as set forth below. NOW THEREFORE, the By-Laws are hereby amended as follows: 1. ARTICLE VII, Sections 3, 4 and 6 are replaced in their entirety with the following: Section 3. CERTIFICATES FOR SHARES. No certificate or certificates for Shares shall be issued to Shareholders and no Shareholder shall have the right to demand or require that a certificate for Shares be issued to it. The Trust shall adopt and use a system of issuance, recordation and transfer of its shares by electronic or other means. Section 4. LOST CERTIFICATES. No new certificate for Shares shall be issued to replace an old certificate that is surrendered to the Trust for cancellation. In case any Share certificate or certificate for any other security is lost, stolen, or destroyed, such certificate shall be cancelled and the ownership of an uncertificated Share shall be recorded upon the books of the Trust, on such terms and conditions as the Board may require, including a provision for indemnification of the Board and the Trust secured by a bond or other adequate security sufficient to protect the Trust and the Board against any claim that may be made against either, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate. Section 6. TRANSFERS OF SHARES. Shares are transferable, if authorized by the Declaration of Trust, only on the record books of the Trust by the Person in whose name such Shares are registered, or by his or her duly authorized attorney-in-fact or representative. Upon receipt of proper transfer instructions from the registered owner of certificated Shares, and upon the surrender for cancellation of such certificates representing the number of Shares to be transferred with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Trust or its agents may reasonably require, the Trust shall cancel the old certificate and record the transaction and ownership of uncertificated Shares upon the books of the Trust. Upon receipt of proper transfer instructions from the registered owner of uncertificated Shares, such uncertificated Shares shall be transferred on the record books to the Person entitled thereto. The Trust, its transfer agent or other duly authorized agents may refuse any requested transfer of Shares, or request additional evidence of authority to safeguard the assets or interests of the Trust or of its Shareholders, in their sole discretion. In all cases of transfer by an attorney-in-fact, the original power of attorney, or an official copy thereof duly certified, shall be deposited and remain with the Trust, its transfer agent or other duly authorized agent. In case of transfers by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be presented to the Trust, its transfer agent or other duly authorized agent, and may be required to be deposited and remain with the Trust, its transfer agent or other duly authorized agent. Adopted and approved as of October 24, 2017 by the Board of Trustees. /s/ Steven J. Gray__________ (Signature) Steven J. Gray (Name) Assistant Secretary (Title)