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: 811-02603
T. Rowe Price Government Money Fund, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: May 31
Date of reporting period: May 31, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Annual Shareholder Report
May 31, 2024
This annual shareholder report contains important information about Government Money Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. You can find the fund’s prospectus, financial information on Form N-CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1-800-638-5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last year? (based on a hypothetical $10,000 investment)
| Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Government Money Fund - I Class | $22 | 0.21% |
What are some fund statistics?
| Total Net Assets (000s) | $11,512,685 |
| Number of Portfolio Holdings | 73 |
| Investment Advisory Fees Paid (000s) | $19,838 |
| |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| U.S. Government Agency Repurchase Agreement | 56.1% |
| U.S. Treasury Debt | 28.9 |
| U.S. Government Agency Debt | 15.1 |
| U.S. Treasury Repurchase Agreement | 1.5 |
| Other Assets less Liabilities | -1.6 |
Top Ten Holdings (as a % of Net Assets)
| BNY Mellon | 24.0% |
| U.S. Treasury Bills | 19.5 |
| RBC Dominion Securities | 13.7 |
| Federal Home Loan Banks | 12.2 |
| U.S. Treasury Notes | 9.4 |
| Goldman Sachs | 4.7 |
| Citigroup Global Markets | 4.7 |
| Royal Bank of Canada | 4.3 |
| Federal Farm Credit Banks | 2.5 |
| HSBC Securities | 1.9 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Government Money Fund
I Class (TTGXX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Annual Shareholder Report
May 31, 2024
This annual shareholder report contains important information about Government Money Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. You can find the fund’s prospectus, financial information on Form N-CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1-800-638-5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last year? (based on a hypothetical $10,000 investment)
| Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Government Money Fund - Investor Class | $33 | 0.32% |
What are some fund statistics?
| Total Net Assets (000s) | $11,512,685 |
| Number of Portfolio Holdings | 73 |
| Investment Advisory Fees Paid (000s) | $19,838 |
| |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| U.S. Government Agency Repurchase Agreement | 56.1% |
| U.S. Treasury Debt | 28.9 |
| U.S. Government Agency Debt | 15.1 |
| U.S. Treasury Repurchase Agreement | 1.5 |
| Other Assets less Liabilities | -1.6 |
Top Ten Holdings (as a % of Net Assets)
| BNY Mellon | 24.0% |
| U.S. Treasury Bills | 19.5 |
| RBC Dominion Securities | 13.7 |
| Federal Home Loan Banks | 12.2 |
| U.S. Treasury Notes | 9.4 |
| Goldman Sachs | 4.7 |
| Citigroup Global Markets | 4.7 |
| Royal Bank of Canada | 4.3 |
| Federal Farm Credit Banks | 2.5 |
| HSBC Securities | 1.9 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Government Money Fund
Investor Class (PRRXX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Directors has determined that Mr. Paul F. McBride qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. McBride is considered independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) – (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:
| | | | | | | | | | |
| | | | | 2024 | | | 2023 | |
| | Audit Fees | | | $25,242 | | | | $24,796 | |
| | Audit-Related Fees | | | - | | | | - | |
| | Tax Fees | | | - | | | | - | |
| | All Other Fees | | | - | | | | - | |
Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.
(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.
(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,230,000 and $1,521,000, respectively.
(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a – b) Report pursuant to Regulation S-X.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
PRRXX
Government
Money
Fund
–
.
TTGXX
Government
Money
Fund–
.
I Class
T.
ROWE
PRICE
Government
Money
Fund
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T.
ROWE
PRICE
Government
Money
Fund
For
a
share
outstanding
throughout
each
period
Investor
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
1.00
$
1.00
$
1.00
$
1.00
$
1.00
Investment
activities
Net
investment
income
(1)(2)
0.05
0.03
—
(3)(4)
—
(3)(4)
0.01
(4)
Net
realized
and
unrealized
gain/loss
—
(3)
—
(3)
—
(3)
—
(3)
—
(3)
Total
from
investment
activities
0.05
0.03
—
(3)
—
(3)
0.01
Distributions
Net
investment
income
(0.05)
(0.03)
—
(3)
—
(3)
(0.01)
NET
ASSET
VALUE
End
of
period
$
1.00
$
1.00
$
1.00
$
1.00
$
1.00
T.
ROWE
PRICE
Government
Money
Fund
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
Ratios/Supplemental
Data
Total
return
(2)(5)
5.19%
3.23%
0.04%
(4)
0.01%
(4)
1.27%
(4)
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.32%
0.32%
0.31%
0.38%
0.40%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.32%
0.32%
0.11%
(4)
0.14%
(4)
0.36%
(4)
Net
investment
income
5.04%
3.17%
0.03%
(4)
0.01%
(4)
1.24%
(4)
Net
assets,
end
of
period
(in
millions)
$8,391
$7,834
$7,776
$10,228
$9,065
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Amounts
round
to
less
than
$0.01
per
share.
(4)
Includes
the
effect
of
voluntary
management
fee
waivers
and
operating
expense
reimbursements
(0.20%,
0.20%
and
0.01%
of
average
net
assets)
for
the
years
ended
5/31/22,
5/31/21
and
5/31/20,
respectively.
(5)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
T.
ROWE
PRICE
Government
Money
Fund
For
a
share
outstanding
throughout
each
period
I
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
1.00
$
1.00
$
1.00
$
1.00
$
1.00
Investment
activities
Net
investment
income
(1)(2)
0.05
0.03
—
(3)(4)
—
(3)(4)
0.01
Net
realized
and
unrealized
gain/loss
—
(3)
—
(3)
—
(3)
—
(3)
—
(3)
Total
from
investment
activities
0.05
0.03
—
(3)
—
(3)
0.01
Distributions
Net
investment
income
(0.05)
(0.03)
—
(3)
—
(3)
(0.01)
NET
ASSET
VALUE
End
of
period
$
1.00
$
1.00
$
1.00
$
1.00
$
1.00
T.
ROWE
PRICE
Government
Money
Fund
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
Ratios/Supplemental
Data
Total
return
(2)(5)
5.31%
3.34%
0.06%
(4)
0.01%
(4)
1.37%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.21%
0.21%
0.20%
0.28%
0.30%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.21%
0.21%
0.13%
(4)
0.14%
(4)
0.27%
Net
investment
income
5.16%
3.36%
0.12%
(4)
0.01%
(4)
1.34%
Net
assets,
end
of
period
(in
thousands)
$3,122,069
$2,730,110
$2,091,466
$563,446
$498,266
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Amounts
round
to
less
than
$0.01
per
share.
(4)
Includes
the
effect
of
voluntary
management
fee
waivers
and
operating
expense
reimbursements
(0.07%
and
0.11%
of
average
net
assets)
for
the
years
ended
5/31/22
and
5/31/21,
respectively.
(5)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
T.
ROWE
PRICE
Government
Money
Fund
May
31,
2024
Par
$
Value
(Amounts
in
000s)
‡
U.S.
GOVERNMENT
AGENCY
DEBT
15.1%
Federal
Farm
Credit
Banks,
0.875%,
11/18/24
4,345
4,261
Federal
Farm
Credit
Banks,
5.25%,
10/2/24
18,651
18,638
Federal
Farm
Credit
Banks,
FRN,
SOFR
+
0.155%,
5.485%,
8/18/25
65,000
65,000
Federal
Farm
Credit
Banks,
FRN,
SOFR
+
0.155%,
5.485%,
8/28/25
18,000
18,000
Federal
Farm
Credit
Banks,
FRN,
SOFR
+
0.16%,
5.49%,
7/21/25
35,000
35,000
Federal
Farm
Credit
Banks,
FRN,
SOFR
+
0.16%,
5.49%,
8/4/25
35,000
35,000
Federal
Farm
Credit
Banks,
FRN,
SOFR
+
0.165%,
5.495%,
7/28/25
80,000
79,999
Federal
Farm
Credit
Banks,
FRN,
SOFR
+
0.175%,
5.505%,
12/13/24
25,000
25,000
Federal
Home
Loan
Banks,
4.50%,
10/3/24
23,365
23,292
Federal
Home
Loan
Banks,
4.63%,
1/24/25
30,000
29,086
Federal
Home
Loan
Banks,
4.63%,
1/27/25
30,000
29,074
Federal
Home
Loan
Banks,
4.65%,
2/3/25
23,000
22,266
Federal
Home
Loan
Banks,
4.67%,
2/5/25
60,000
58,062
Federal
Home
Loan
Banks,
4.76%,
2/7/25
77,000
74,445
Federal
Home
Loan
Banks,
4.772%,
2/10/25
150,500
145,431
Federal
Home
Loan
Banks,
4.785%,
1/28/25
75,000
72,598
Federal
Home
Loan
Banks,
4.795%,
1/23/25
35,000
33,900
Federal
Home
Loan
Banks,
4.84%,
2/18/25
75,000
72,351
Federal
Home
Loan
Banks,
4.887%,
11/8/24
135,000
132,129
Federal
Home
Loan
Banks,
4.93%,
11/6/24
100,000
97,836
Federal
Home
Loan
Banks,
4.93%,
5/9/25
40,000
38,127
Federal
Home
Loan
Banks,
4.95%,
8/14/24
10,000
9,898
Federal
Home
Loan
Banks,
5.02%,
7/24/24
49,538
49,172
Federal
Home
Loan
Banks,
5.13%,
6/21/24
25,000
24,929
Federal
Home
Loan
Banks,
5.14%,
8/16/24
30,000
29,674
Federal
Home
Loan
Banks,
5.16%,
7/2/24
30,000
29,867
Federal
Home
Loan
Banks,
5.19%,
9/20/24
40,000
39,360
Federal
Home
Loan
Banks,
5.20%,
8/2/24
30,000
29,731
Federal
Home
Loan
Banks,
5.21%,
8/9/24
50,000
49,501
Federal
Home
Loan
Banks,
5.265%,
6/14/24
50,000
49,905
Federal
Home
Loan
Banks,
FRN,
SOFR
+
0.07%,
5.40%,
6/26/24
100,000
100,000
Federal
Home
Loan
Banks,
FRN,
SOFR
+
0.07%,
5.40%,
6/28/24
63,000
63,000
Federal
Home
Loan
Banks,
FRN,
SOFR
+
0.13%,
5.46%,
2/10/25
50,000
50,000
T.
ROWE
PRICE
Government
Money
Fund
Par
$
Value
(Amounts
in
000s)
Federal
Home
Loan
Banks,
FRN,
SOFR
+
0.16%,
5.49%,
7/25/25
50,000
50,000
Federal
National
Mortgage
Assn.,
1.625%,
10/15/24
47,700
47,073
Total
U.S.
Government
Agency
Debt
(Cost
$1,731,605)
1,731,605
U.S.
GOVERNMENT
AGENCY
REPURCHASE
AGREEMENT
56.1%
(1)
Bank
of
America,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$143,063,516
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
1.00%
-
7.00%,
12/1/30
-
5/1/54,
valued
at
$145,860,000
143,000
143,000
BNY
Mellon,
Bilateral,
Dated
5/31/24,
5.34%,
Delivery
Value
of
$2,763,229,090
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
2.00%
-
8.00%,
4/1/32
-
1/1/57,
valued
at
$2,817,240,001
2,762,000
2,762,000
Citigroup
Global
Markets,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$535,237,629
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
2.00%
-
4.38%,
8/15/25
-
11/30/28,
valued
at
$545,700,042
535,000
535,000
Credit
Agricole,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$89,309,651
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
4.38%,
12/15/26,
valued
at
$91,055,442
89,270
89,270
Goldman
Sachs,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$535,237,629
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
1.50%
-
6.50%,
2/1/34
-
4/20/54,
valued
at
$545,700,000
535,000
535,000
HSBC
Securities,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$214,095,052
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
1.17%
-
6.50%,
10/1/30
-
4/1/54,
valued
at
$218,280,001
214,000
214,000
JPMorgan
Chase,
Tri-Party,
Dated
5/31/24,
5.34%,
Delivery
Value
of
$107,047,615
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
2.00%
-
7.50%,
4/1/29
-
6/1/54,
valued
at
$109,140,000
107,000
107,000
RBC
Dominion
Securities,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$1,571,697,786
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
0.00%
-
7.00%,
7/5/24
-
4/20/54,
valued
at
$1,602,420,002
1,571,000
1,571,000
Royal
Bank
of
Canada,
Tri-Party,
Dated
5/31/24,
5.33%,
Delivery
Value
of
$500,222,083
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
0.00%
-
5.47%,
7/9/24
-
8/15/31,
valued
at
$510,000,005
500,000
500,000
Total
U.S.
Government
Agency
Repurchase
Agreement
(Cost
$6,456,270)
6,456,270
T.
ROWE
PRICE
Government
Money
Fund
Par
$
Value
(Amounts
in
000s)
U.S.
TREASURY
DEBT
28.9%
U.S.
Treasury
Bills,
5.114%,
11/29/24
29,000
28,290
U.S.
Treasury
Bills,
5.123%,
8/1/24
82,000
81,306
U.S.
Treasury
Bills,
5.143%,
3/20/25
106,000
101,782
U.S.
Treasury
Bills,
5.201%,
4/17/25
33,000
31,549
U.S.
Treasury
Bills,
5.202%,
5/15/25
68,000
64,746
U.S.
Treasury
Bills,
5.216%,
6/13/24
69,000
68,886
U.S.
Treasury
Bills,
5.239%,
6/4/24
162,000
161,930
U.S.
Treasury
Bills,
5.261%,
10/3/24
30,000
29,470
U.S.
Treasury
Bills,
5.293%,
11/7/24
30,957
30,252
U.S.
Treasury
Bills,
5.303%,
10/31/24
122,000
119,403
U.S.
Treasury
Bills,
5.321%,
6/6/24
405,000
404,704
U.S.
Treasury
Bills,
5.321%,
7/18/24
116,000
115,205
U.S.
Treasury
Bills,
5.322%,
8/13/24
103,000
101,908
U.S.
Treasury
Bills,
5.326%,
7/25/24
159,000
157,747
U.S.
Treasury
Bills,
5.328%,
9/24/24
199,000
195,672
U.S.
Treasury
Bills,
5.331%,
9/10/24
244,145
240,556
U.S.
Treasury
Bills,
5.332%,
8/20/24
97,000
95,871
U.S.
Treasury
Bills,
5.332%,
10/1/24
192,000
188,674
U.S.
Treasury
Bills,
5.377%,
7/11/24
29,000
28,835
U.S.
Treasury
Notes,
2.25%,
11/15/24
11,000
10,859
U.S.
Treasury
Notes,
3.875%,
3/31/25
43,000
42,608
U.S.
Treasury
Notes,
4.375%,
10/31/24
78,000
77,728
U.S.
Treasury
Notes,
FRN,
3M
UST
+
0.125%,
5.451%,
7/31/25
345,500
345,391
U.S.
Treasury
Notes,
FRN,
3M
UST
+
0.14%,
5.466%,
10/31/24
191,625
191,548
U.S.
Treasury
Notes,
FRN,
3M
UST
+
0.169%,
5.495%,
4/30/25
40,000
40,008
U.S.
Treasury
Notes,
FRN,
3M
UST
+
0.17%,
5.496%,
10/31/25
206,000
205,887
U.S.
Treasury
Notes,
FRN,
3M
UST
+
0.20%,
5.526%,
1/31/25
102,120
102,122
U.S.
Treasury
Notes,
FRN,
3M
UST
+
0.245%,
5.571%,
1/31/26
66,000
66,032
Total
U.S.
Treasury
Debt
(Cost
$3,328,969)
3,328,969
T.
ROWE
PRICE
Government
Money
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Par
$
Value
(Amounts
in
000s)
U.S.
TREASURY
REPURCHASE
AGREEMENT
1.5%
(1)
Federal
Reserve
Bank
of
New
York,
Tri-Party,
Dated
5/31/24,
5.30%,
Delivery
Value
of
$175,077,292
on
6/3/24,
Collateralized
by
U.S.
Government
securities,
1.50%
-
4.38%,
2/15/25
-
5/15/41,
valued
at
$175,077,368
175,000
175,000
Total
U.S.
Treasury
Repurchase
Agreement
(Cost
$175,000)
175,000
Total
Investments
in
Securities
101.6%
of
Net
Assets
(Cost
$11,691,844)
$
11,691,844
‡
Par
is
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
See
Note
3.
Collateralized
by
U.S.
government
securities
valued
at
$6,760,473
at
May
31,
2024.
3M
UST
Three
month
U.S.
Treasury
bill
yield
FRN
Floating
Rate
Note
SOFR
Secured
overnight
financing
rate
T.
ROWE
PRICE
Government
Money
Fund
May
31,
2024
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$11,691,844)
$
11,691,844
Receivable
for
shares
sold
25,579
Interest
receivable
9,932
Cash
10
Other
assets
2,182
Total
assets
11,729,547
Liabilities
Payable
for
investment
securities
purchased
188,674
Payable
for
shares
redeemed
24,892
Investment
management
fees
payable
1,745
Due
to
affiliates
1,050
Payable
to
directors
6
Other
liabilities
495
Total
liabilities
216,862
NET
ASSETS
$
11,512,685
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
396
Paid-in
capital
applicable
to
11,512,214,605
shares
of
$0.01
par
value
capital
stock
outstanding;
30,000,000,000
shares
authorized
11,512,289
NET
ASSETS
$
11,512,685
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$8,390,616;
Shares
outstanding:
8,390,273,254)
$
1.00
I
Class
(Net
assets:
$3,122,069;
Shares
outstanding:
3,121,941,351)
$
1.00
T.
ROWE
PRICE
Government
Money
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
Ended
5/31/24
Investment
Income
(Loss)
Interest
income
$
590,859
Expenses
Investment
management
19,838
Shareholder
servicing
Investor
Class
$
10,943
I
Class
588
11,531
Prospectus
and
shareholder
reports
Investor
Class
97
I
Class
5
102
Custody
and
accounting
372
Registration
252
Directors
39
Legal
and
audit
30
Miscellaneous
27
Total
expenses
32,191
Net
investment
income
558,668
Realized
Gain
/
Loss
–
Net
realized
gain
on
securities
2
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
558,670
T.
ROWE
PRICE
Government
Money
Fund
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
5/31/24
5/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
558,668
$
327,630
Net
realized
gain
2
41
Increase
in
net
assets
from
operations
558,670
327,671
Distributions
to
shareholders
Net
earnings
Investor
Class
(408,425)
(246,024)
I
Class
(150,243)
(81,606)
Decrease
in
net
assets
from
distributions
(558,668)
(327,630)
Capital
share
transactions
*
Shares
sold
Investor
Class
10,293,766
9,052,834
I
Class
2,808,631
2,304,658
Distributions
reinvested
Investor
Class
402,346
238,535
I
Class
145,002
78,541
Shares
redeemed
Investor
Class
(10,139,311)
(9,233,566)
I
Class
(2,561,681)
(1,744,586)
Increase
in
net
assets
from
capital
share
transactions
948,753
696,416
Net
Assets
Increase
during
period
948,755
696,457
Beginning
of
period
10,563,930
9,867,473
End
of
period
$
11,512,685
$
10,563,930
*
Capital
share
transactions
at
net
asset
value
of
$1.00
per
share.
T.
ROWE
PRICE
Government
Money
Fund
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Government
Money
Fund,
Inc. (the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified, open-
end
management
investment
company. The
fund
seeks
preservation
of
capital,
liquidity,
and,
consistent
with
these,
the
highest
possible
current
income.
The
fund
intends
to
operate
as
a
government
money
market
fund
and
has
no
intention
to
voluntarily impose
liquidity
fees
on
redemptions or
temporarily
suspend
redemptions.
The
fund
has two classes
of
shares:
the
Government
Money
Fund
(Investor
Class)
and
the
Government
Money
Fund–I
Class
(I
Class).
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts. Each
class
has
exclusive
voting
rights
on
matters
related
solely
to
that
class;
separate
voting
rights
on
matters
that
relate
to
both
classes;
and,
in
all
other
respects,
the
same
rights
and
obligations
as
the
other
class.
NOTE
1
-
SIGNIFICANT
ACCOUNTING
POLICIES
Basis
of
Preparation
The fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
in
the
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
or
maturity.
Investment
Transactions,
Investment
Income,
and
Distributions
Investment
transactions
are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses
are
reported
on
the
identified
cost
basis. Premiums
and
discounts
on
debt
securities
are
amortized
for
financial
reporting
purposes. Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense. Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities. Distributions
to
shareholders
T.
ROWE
PRICE
Government
Money
Fund
are
recorded
on
the
ex-dividend
date. Income
distributions,
if
any, are
declared
by
each
class daily
and
paid
monthly. A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by
the
fund
annually.
Class
Accounting
Shareholder
servicing,
prospectus,
and
shareholder
report
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to
all
classes
and
investment
income
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class’s
settled
shares;
realized
and
unrealized
gains
and
losses
are
allocated
based
upon
the
relative
daily
net
assets
of
each
class’s
outstanding
shares.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
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.
Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
The
fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
T.
ROWE
PRICE
Government
Money
Fund
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee.
The
Valuation
Designee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1 – quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2 – inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3 – unobservable
inputs
(including
the Valuation
Designee’s
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
In
accordance
with
Rule
2a-7
under
the
1940
Act,
the
fund
values
its
securities
at
amortized
cost,
which
approximates
fair
value.
Securities
for
which
amortized
cost
is
deemed
not
to
reflect
fair
value
are
stated
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee,
in
accordance
with
fair
valuation
policies
and
procedures.
On
May
31,
2024,
all
of
the
fund’s
financial
instruments
were
classified
as
Level
2
in
the
fair
value
hierarchy.
T.
ROWE
PRICE
Government
Money
Fund
NOTE
3
-
OTHER
INVESTMENT
TRANSACTIONS
Consistent
with
its
investment
objective, the
fund
engages
in
the
following
practices
to
manage
exposure
to
certain
risks
and/or
to
enhance
performance.
The
investment
objective,
policies,
program,
and
risk
factors
of the
fund
are
described
more
fully
in the
fund’s prospectus
and
Statement
of
Additional
Information.
Repurchase
Agreements
The
fund
engages
in
repurchase
agreements,
pursuant
to
which
it
pays
cash
to
and
receives
securities
from
a
counterparty
that
agrees
to
“repurchase”
the
securities
at
a
specified
time,
typically
within
seven
business
days,
for
a
specified
price. The
fund
enters
into
such
agreements
with
well-established
securities
dealers
or
banks
that
are
members
of
the
Federal
Reserve
System
and
are
on
Price Associates’ approved
list.
All
repurchase
agreements
are
fully
collateralized
by
U.S.
government
or
related
agency
securities,
which
are
held
by
the
custodian
designated
by
the
agreement.
Collateral
is
evaluated
daily
to
ensure
that
its
market
value
exceeds
the
delivery
value
of
the
repurchase
agreements
at
maturity.
Although
risk
is
mitigated
by
the
collateral, the
fund
could
experience
a
delay
in
recovering
its
value
and
a
possible
loss
of
income
or
value
if
the
counterparty
fails
to
perform
in
accordance
with
the
terms
of
the
agreement.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
The
fund
files
U.S.
federal,
state,
and
local
tax
returns
as
required.
The
fund’s
tax
returns
are
subject
to
examination
by
the
relevant
tax
authorities
until
expiration
of
the
applicable
statute
of
limitations,
which
is
generally
three
years
after
the
filing
of
the
tax
return
but
which
can
be
extended
to
six
years
in
certain
circumstances.
Tax
returns
for
open
years
have
incorporated
no
uncertain
tax
positions
that
require
a
provision
for
income
taxes.
T.
ROWE
PRICE
Government
Money
Fund
Capital
accounts
within
the
financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
permanent
book/tax
adjustments,
if
any,
have
no
impact
on
results
of
operations
or
net
assets.
The
tax
character
of
distributions
paid
for
the
periods
presented
was
as
follows:
At
May
31,
2024,
the
tax-basis
cost
of
investments
was as
follows:
At
May
31,
2024,
the
tax-basis
components
of
accumulated
net
earnings
(loss)
were
as
follows:
NOTE
5
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group). The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee
equal
to 0.18%
of
the
fund’s
average
daily
net
assets.
The
fee
is
computed
daily
and
paid
monthly.
Effective
November
1,
2023,
the Investor
Class is
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
date
indicated
in
the
table
below.
This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
Prior
to
November
1,
2023,
the
Investor
Class was
not
subject
to
a
contractual
expense
limitation.
During
the
limitation
period,
Price
Associates
is required
to
waive
or
pay
any
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
($000s)
May
31,
2024
May
31,
2023
Ordinary
income
(including
short-term
capital
gains,
if
any)
$
558,668
$
327,630
($000s)
Cost
of
investments
$
11,691,844
($000s)
Undistributed
ordinary
income
$
396
Total
distributable
earnings
(loss)
$
396
T.
ROWE
PRICE
Government
Money
Fund
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
that
would
otherwise
cause
the
class’s
ratio
of
annualized
total
expenses
to
average
net
assets
(net
expense
ratio)
to
exceed
its
expense
limitation.
The
class
is
required
to
repay
Price
Associates
for
expenses
previously
waived/paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
net
expense
ratio
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
expense
limitation
in
place
at
the
time
such
amounts
were
waived;
or
(2)
the
class’s
current
expense
limitation.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
I
Class
is
also
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
Limit. This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
I
Class
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
Limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
Price
Associates
may
voluntarily
waive
all
or
a
portion
of
its
management
fee
and
reimburse
operating
expenses
to
the
extent
necessary
for
the
fund
to
maintain
a
zero
or
positive
net
yield
(voluntary
waiver).
This
voluntary
waiver
is
in
addition
to
the
contractual
expense
limit
in
effect
for
the
fund. Any
amounts
waived/paid
by
Price
Associates
under
this
voluntary
agreement
are
not
Investor
Class
I
Class
Expense
limitation/I
Class
Limit
0.53%
0.05%
Expense
limitation
date
09/30/25
09/30/25
(Waived)/repaid
during
the
period
($000s)
$—
$—
T.
ROWE
PRICE
Government
Money
Fund
subject
to
repayment
by
the
fund.
Price
Associates
may
amend
or
terminate
this
voluntary
arrangement
at
any
time
without
prior
notice.
For
the
year ended
May
31,
2024,
the
fund
had
no
voluntary
waivers.
In
addition,
the
fund
has
entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
Investor
Class.
For
the
year
ended
May
31,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$100,000
for
Price
Associates;
$8,634,000
for
T.
Rowe
Price
Services,
Inc.;
and
$1,118,000
for
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities.
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
The fund may
participate
in
securities
purchase
and
sale
transactions
with
other
funds
or
accounts
advised
by
Price
Associates
(cross
trades),
in
accordance
with
procedures
adopted
by the
fund’s
Board
and
Securities
and
Exchange
Commission
rules,
which
require,
among
other
things,
that
such
purchase
and
sale
cross
trades
be
effected
at
the
independent
current
market
price
of
the
security.
During
the
year
ended
May
31,
2024,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
NOTE
6
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
T.
ROWE
PRICE
Government
Money
Fund
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Government
Money
Fund
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
and
Shareholders
of
T.
Rowe
Price
Government
Money
Fund,
Inc.
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
portfolio
of
investments,
of
T.
Rowe
Price
Government
Money
Fund,
Inc.
(the
"Fund")
as
of
May
31,
2024,
the
related
statement
of
operations
for
the
year
ended
May
31,
2024,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
May
31,
2024,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
May
31,
2024
(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
as
of
May
31,
2024,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
May
31,
2024
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
May
31,
2024,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
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
of
these
financial
statements
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.
T.
ROWE
PRICE
Government
Money
Fund
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
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.
Our
procedures
included
confirmation
of
securities
owned
as
of
May
31,
2024
by
correspondence
with
the
custodian
and
brokers;
when
replies
were
not
received
from
brokers,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
/s/
PricewaterhouseCoopers
LLP
Baltimore,
Maryland
July
18,
2024
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
T.
Rowe
Price
group
of
investment
companies
since
1973.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
(continued)
T.
ROWE
PRICE
Government
Money
Fund
TAX
INFORMATION
(UNAUDITED)
FOR
THE
TAX
YEAR
ENDED 5/31/24
We
are
providing
this
information
as
required
by
the
Internal
Revenue
Code.
The
amounts
shown
may
differ
from
those
elsewhere
in
this
report
because
of
differences
between
tax
and
financial
reporting
requirements.
For
nonresident
alien
shareholders,
$558,413,000
of
income
dividends
are
interest-
related
dividends.
For
shareholders
subject
to
interest
expense
deduction
limitation
under
Section
163(j),
$558,652,000
of
the
fund’s
income
qualifies
as
a
Section
163(j)
interest
dividend
and
can
be
treated
as
interest
income
for
purposes
of
Section
163(j),
subject
to
holding
period
requirements
and
other
limitations.
T.
ROWE
PRICE
Government
Money
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting,
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
senior
management
team
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
T.
ROWE
PRICE
Government
Money
Fund
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2023,
which
ranked
the
returns
of
the
fund’s
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
the
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-dealers
that
execute
the
fund’s
portfolio
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Government
Money
Fund
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
based
on
the
fund’s
average
daily
net
assets
and
the
fund
pays
its
own
expenses
of
operations.
Assets
of
the
fund
are
included
in
the
calculation
of
the
group
fee
rate,
which
serves
as
a
component
of
the
management
fee
for
many
other
T.
Rowe
Price
funds
and
declines
at
certain
asset
levels
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund).
Although
the
fund
does
not
have
a
group
fee
component
to
its
management
fee,
its
assets
are
included
in
the
calculation
because
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds.
The
fund’s
shareholders
have
benefitted
from
previous
reductions
to
the
fund’s
management
fee
rate.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
contractual
expense
limitations
that
require
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
a
share
class
of
the
fund
to
exceed
a
certain
percentage
based
on
the
class’s
net
assets.
The
expense
limitations
mitigate
the
potential
for
an
increase
in
operating
expenses
above
a
certain
level
that
could
impact
shareholders.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group)
and
(ii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Government
Money
Fund
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or
reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
typically
ranks
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
The
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
first
quintile
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
fourth
quintile
(Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
fourth
quintile
(Expense
Group
and
Expense
Universe).
The
Adviser
provided
the
Board
with
additional
information
with
respect
to
the
fund’s
relative
actual
management
fees
and
total
expenses
ranking
in
the
fourth
quintile.
The
Board
reviewed
and
considered
the
information
provided
relating
to
the
fund,
including
other
funds
in
the
peer
group,
and
other
factors
that
the
Board
determined
to
be
relevant.
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’s
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
mutual
fund
business.
In
assessing
the
reasonableness
of
the
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Government
Money
Fund
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
Call
1-800-225-5132
to
request
a
prospectus
or
summary
prospectus;
each
includes
investment
objectives,
risks,
fees,
expenses,
and
other
information
that
you
should
read
and
consider
carefully
before
investing.
F44-050
7/24
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.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
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.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is 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.
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.
| | | | |
| T. Rowe Price Government Money Fund |
| | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | July 18, 2024 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | July 18, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | July 18, 2024 | | |
