Franklin OnChain U.S. Government Money Fund (FOBXX) STEP Application

Applicant Information

Name: Franklin Templeton Digital Assets
Address (Headquarters): 1 Franklin Parkway
City, State, Postal Code: San Mateo, CA 94403
Country: United States
Website: Alternatives By FT or Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com)
Primary Contact Name: Ric Golubov
Title: VP, Digital Asset Partnership Development
Country: United States
Email, Telegram, Forum, & other methods of contact: Please contact FTDigitalAssets@franklintempleton.com for any inquiries.

Key Information

Expected Yield: 7-day current yield of the Franklin OnChain U.S. Government Money Fund (FOBXX, i.e., the “Fund”) as of March 31, 2024 is 5.13%, and 5.16% as of April 30, 2024. For more information, including daily updates for 7-day current yield, please visit Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).
Expected Maturity: The weighted average maturity of FOBXX as of March 31, 2024 is 22 days, and 24 days as of April 30, 2024. For more information, including daily updates for weighted average maturity, please visit Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).
Underlying asset: U.S. Treasury Bills, Federal Home Loan Bank, Federal Farm Credit Bank
Minimum/Maximum transaction size: The minimum initial investment is $20.
Current AUM for product: The AUM for the Franklin OnChain U.S. Government Money Fund is $358.19 million as of March 31, 2024, and $368.04 million as of April 30, 2024.
Current AUM for issuer: The AUM of Franklin Templeton is $1.6 Trillion as of March 31, 2024.
Volume of transactions LTM: Over the last 12 months, the Franklin OnChain U.S. Government Money Fund has done over 900 transactions. This does not include daily dividend reinvestments.
Source of first-loss capital: N/A

Basics and Background
1. How will this investment improve Arbitrum’s RWA ecosystem?

We have created a digital asset security that represents a share of a regulated money market mutual fund. The Franklin OnChain U.S. Government Money Fund, also known as the BENJI token, provides an opportunity for Arbitrum to practice sound treasury management while also generating attractive income. The BENJI token is a competitive solution for Treasury fund diversification, while also acting as an additional source of income generation through competitive yield. Any income generated by investing in the BENJI token can provide additional capital to aid in the development of new products, technology, or other initiatives deemed important to Arbitrum’s DAO.

This on-chain money market mutual fund, the BENJI token, is designed to provide transparency by using blockchain technology to process transactions and record share ownership. The fund’s transfer agent maintains the official record of share ownership via a proprietary blockchain-integrated system that utilizes a public blockchain for recording transactional activity, known as the Benji platform. Ensuring the safety and stability of a DAO’s Treasury is of the utmost importance and, as a result, many invest in stablecoins to try to preserve capital. Stablecoin providers invest the underlying assets across many different investment types to generate return but rarely pass that return onto holders of the stablecoin. In BENJI’s case, we believe that the Arbitrum DAO Treasury can not only receive the benefit of capital preservation but can also earn any income generated from the fund’s holdings. Although the Treasury may be able to accommodate a larger investment than $150mm (a potential of up to $500mm), we would advise allowing the Fund’s size to grow before increasing the allocation.

As mentioned later in the plan design section, the Franklin OnChain U.S. Government Money Fund invests 99.5% of its total assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash.

We would like to advocate for the Arbitrum DAO Treasury to liquidate a portion of its reserves and invest in the BENJI token. Please see Appendix 1 – Say Hello to Benji for more information on the Fund and the process for investing.

The BENJI token represents shares of a government money market mutual fund that’s registered under the Investment Company Act of 1940 but performs the transfer agent transaction record-keeping function via public blockchains. It’s important to note that there is no personal identifiable information publicly available on the blockchain, just transaction-level data. Unlike many similar offerings, the Benji platform records transaction records and fund ownership via a public blockchain, which means that the DAO would have increased transparency and assurance that their assets are in good stead. The DAO Treasury can interact with their account at any time using our Benji Institutional interface and provide a look through to their holdings using the Stellar Explorer or the Polygon PoS Chain Explorer.

Please see below for a preview of our institutional interface supporting the BENJI token.

Please see the previews below of the Stellar Explorer tool that provides increased transparency, where historical transaction data and fund ownership is always readily available.


Please see the previews below of the Polygonscan tool that provides increased transparency, where historical transaction data and fund ownership is always readily available.

Franklin OnChain U.S. Government Money Fund has maintained a NAV of $1.00 since inception, having provided price stability, and is also required by law to provide quarterly public disclosure of all holdings. While minor, many of the largest stablecoins have faced price volatility in the peg of their stablecoin.

Additionally, the Fund generated a 7-day current yield of 5.13% as of March 31, 2024, and 5.16% as of April 30, 2024. This yield is distributed directly to investors, providing a yield-generating investment with a stable NAV. To see current 7-day yield figures for the Fund, updated on a daily basis, please visit: Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).

2. Identify key management personnel and individual experience. Also include third parties utilized for managing assets and their qualifications.

The two portfolio managers on this Fund are Shawn Lyons and Johnson Ng, with 27 and 26 years of service, respectively. The portfolio managers seek to build a diversified portfolio of Government securities. Government securities include those issued by government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Home Loan Banks and Federal Farm Credit Banks, whose securities are neither issued nor guaranteed by the U.S. Government.

The portfolio managers make the final security selection decisions, consistent with desired overall risk positioning, and based on relative pricing and trading liquidity. Throughout the portfolio construction process, dedicated risk analysts collaborate with the portfolio managers to identify the level and sources of risk and help determine optimal position sizing.

We do not utilize third parties for managing assets as investment management functions are managed in-house. However, the Fund utilizes the following third parties for its sub-administrator, custodian and independent registered public accounting firm:

  • Sub-administrator: JPMorgan Chase Bank, N.A. (JPMorgan) has an agreement with FT Services to provide certain sub-administrative services for the Fund. The administrative services provided by JPMorgan include, but are not limited to, certain fund accounting, financial reporting, tax, corporate governance and compliance and legal administration services.
  • Custodian: JPMorgan Chase Bank, at its principal office at 270 Park Avenue, New York, NY 10017-2070, and at the offices of its branches and agencies throughout the world, acts as custodian of the Fund’s assets.
  • Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP, 405 Howard Street, Suite 600, San Francisco, CA 94105, is the Fund’s independent registered public accounting firm. The independent registered public accounting firm audits the financial statements included in the Fund’s Annual Report to shareholders.

3. Describe any previous work by the entity or its officers/key contributors similar to that requested. References are encouraged.

Franklin Templeton Digital Assets has been engaged in intensive research and technical development within the digital asset ecosystem for the last several years, developing technology platforms and strategy differentiation to help clients achieve their investment goals in this new asset class, all while supporting and investing in digital asset networks. We believe that, in this space, everything is interconnected and thus take a holistic approach to the ecosystem. We have developed blockchain-native expertise and are committed to distinct pillars across the digital asset economy:

  • Digital Assets Technology: Franklin Templeton Digital Assets believes that blockchain technology has the ability to create efficiencies across a variety of business processes, which is why we are building our own blockchain-based technology solutions to support these assets in the investment management space. Our team built a full service blockchain-based technology stack to support a blockchain-enabled money fund, which includes a digital transfer agent platform, digital asset management system, and digital wallet infrastructure.
    In April 2021, we launched the Franklin OnChain U.S. Government Money Fund, the first U.S.-registered mutual fund to use blockchain to process transactions and record share ownership. In early 2022, we expanded the availability of the Fund through our Benji Investments app and designated the Stellar network’s blockchain as the Fund’s official record of share ownership. In 2023, we further expanded the availability of the Fund to the Polygon blockchain network. Token holders can gain exposure to the Fund in digital wallets through the Benji Investments app or our institutional website, and we believe that eventually these tokens may be interchangeable with the rest of the digital asset ecosystem. The Franklin OnChain U.S. Government Money Fund had over US$360 million under management as of March 31, 2024.

  • Digital Assets Investment Strategies: Franklin Templeton Digital Assets believes that digital assets are frontier risk alternatives™ and have the potential to generate capital appreciation in the long-term. We also believe that, as with many investment types, much of the alpha generation in this space can occur in the early stages. We are engaged in the early stages of the digital assets market and build portfolios of tokens that are listed on exchanges.
    Our team has developed capabilities to invest in early-stage, private blockchain-focused companies. This investment process includes new techniques developed by the team to help expand our opportunity set using proprietary quantamental research methods. Franklin Templeton Digital Assets also invests in listed tokens and has developed new ways of evaluating these digital assets from both a quantitative and fundamental (tokenomics) perspective.

  • Node Operations: Franklin Templeton believes that it should be a part of the blockchain networks in which we operate. Running validators and providing staking services can have an impact on client portfolios and help drive potential returns, so we have been developing strategies around this exciting capability. We have operated nodes on both the Provenance and Stellar blockchains since 2019. In 2021, we began operating node validators and staking on four additional Proof-of-Stake blockchain networks: Ethereum, Cardano, Solana and Polkadot. In 2023, we began supporting Polygon, Aptos, Avalanche and Arbitrum.

4. Has your entity or its officers/key contributors been subject to an enforcement action, criminal action, or defaulted on legal or financial obligations? Please describe the circumstances if so.

No, with respect to investment-related regulatory matters, during the quarter ended March 31, 2024, neither Franklin Advisers, Inc. (FAV) nor, to the best of its knowledge, its individual advisory affiliates or the Fund* was named as a respondent in any investment-related regulatory or criminal proceedings brought by any U.S. federal or state regulatory agency, foreign financial regulatory authority, or self-regulatory organization. Additionally, to the best of FAV’s knowledge, it has not defaulted on any legal or financial obligations. For a summary of investment-related proceedings, findings or orders brought or issued by any such regulatory entity against FAV and/or certain of its advisory affiliates in the past 10 years ended March 31, 2024, as well as certain other regulatory matters, please see Appendix 2 – Franklin Advisers, Inc. Regulatory Summary. In addition, from time to time, FAV and its advisory affiliates receive subpoenas and inquiries, including requests for documents or information, from governmental authorities or regulatory bodies, and also are the subject of governmental or regulatory examinations or investigations. Investment-related proceedings, findings or orders resulting from such subpoenas, inquiries, examinations, or investigations, if any, will be reported, to the extent required and permitted by law, on FAV’s Form ADV filed with the U.S. Securities and Exchange Commission. (Italicized terms are as defined on Form ADV.)

*The “Fund” refers to the Franklin OnChain U.S. Government Money Fund.

5. Describe any conflicts of interest for your entity and key personnel.

Franklin Templeton’s policy is to take all reasonable steps to maintain and operate effective organizational and administrative controls to identify and manage relevant conflicts that may occur between Franklin Templeton and its clients or between multiple clients.

The following list provides a summary of the main conflicts we have identified and the controls in place to manage such conflicts within the Franklin Templeton group.

  • Franklin Templeton Seed Money versus Shareholders’ Investment. As part of normal business practice, Franklin Templeton will invest money, initially, at the launch of a fund in order to diversify and attract clients. The policy is that an investment by Franklin Templeton is treated in a manner that is believed to not conflict with the interests of any client.

  • Fairness of Trading Allocation and Order Priority among Clients. Franklin Templeton has trading aggregation, allocation, and best execution policies and procedures that are designed to ensure that all trades are treated in an equitable and fiduciary manner relative to investment objectives. Where there is insufficient liquidity, the allocation policy automatically attributes liquidity proportionately across all client orders. The aggregation and allocation procedures are subject to a regular review.

  • Interfund Trading and Franklin Templeton Funds Purchasing Franklin Templeton Funds. At times, Franklin Templeton may match internal orders of sales and purchases of portfolio securities. This is known as crosses or Interfunds. Some Franklin Templeton funds can also trade units in other Franklin Templeton funds. This process is dealt with in the existing trading system and procedures. The trade is executed at market price with no commissions or spread taken by Franklin Templeton. This activity is regularly reviewed with the goal of ensuring that clients are treated fairly.

  • Research Material and Client Commissions. Franklin Templeton (FT) proprietary research material is not offered to the general public for sale. FT may enter into Client Commission Arrangements (CCAs), whereby FT directs trades to a broker-dealer with the instruction that the executing broker segregate commission in excess of execution costs in a pool which may be used to compensate brokers and other third parties that provide research services or products to FT. FT has established policies and standards that include ongoing monitoring, oversight, and audit controls.

  • The Use of Sensitive Data and Non-Public Information. Franklin Templeton has a number of policies and procedures in place that place restrictions on staff use of confidential or non-public information. There are formal reporting and approval procedures to release such information to satisfy Franklin Templeton’s fiduciary obligations to clients and shareholders. These policies and procedures are regularly reviewed.

  • Information Barrier among Investment Advisors and Broker-Dealer Relationships. With the goal of ensuring that sensitive decision information cannot be used to the disadvantage of another fund and that confidential information is not shared inappropriately, Franklin Templeton has Information Barrier Compliance Policy and Procedures in place that separate the physical and logistical investment information between different advisor groups.

  • Code of Ethics. All Franklin Templeton personnel are bound by a Code of Ethics and Business Conduct which requires staff to conduct themselves with ethics and integrity and to avoid a conflict, particularly where their personal interests (including family members) could interfere with the interests of the firm and/or the client. In addition, Franklin Templeton has a Personal Investments and Insider Trading Policy that requires pre-clearance of personal transactions, including those of the immediate family of staff members who have access to non-public information regarding securities transactions, securities recommendations, or portfolio holding of FT funds or client accounts. Personal transactions of such staff members are regularly monitored, and prescribed sanctions are issued in the event of a breach.

  • Equitable and Fair Treatment among Clients. At the heart of Franklin Templeton procedures is the requirement to treat clients fairly and equitably in line with the firm’s fiduciary obligations and investment objectives. This includes, but is not limited to, activity such as the allocation of fees and expenses, redemption in kind, and the lending of securities of a fund. Franklin Templeton procedures are regularly reviewed.

  • Investment in Client Securities. At times, Franklin Templeton funds or investors will invest in the securities of a company for which Franklin Templeton serves as investment manager. Such investment decisions made by Franklin Templeton to invest in client securities are always guided by what is in the best interest of the relevant fund, account, or its investors. Investment decisions are regularly reviewed.

  • Gifts and Entertainment. Franklin Templeton has adopted strict guidelines regarding what gifts and business entertainment are acceptable. The policy is part of our Code of Ethics, any violation of which may result in disciplinary action up to and including termination.

  • Side-by-Side Management. Franklin Templeton has implemented “Policies and Procedures for Side-By-Side Management of Registered Investment Companies and Investment Accounts” designed to address potential conflicts of interest that may arise when a portfolio manager or different portfolio managers within a single investment adviser or within a single investment group manage both U.S.-registered funds and other investment accounts or pooled vehicles for other advisory clients.

6. Insurance coverages, guarantees, and backstops Name of insurer or guarantor Per incident coverage Aggregate coverage

Franklin Resources, Inc. maintains the following comprehensive, worldwide insurance programs:

Financial Institution Bond/Computer Crime
This insurance responds to claims that allege theft of money or securities. It has a US$100 million single loss limit and an aggregate limit of US$200 million. The coverage is provided by a syndicate of commercial insurance companies and is led by Berkshire Hathaway.

Directors and Officers and Professional Liability
This program provides Directors & Officers Liability and Errors & Omissions coverage to Franklin Resources, Inc., its worldwide subsidiaries, funds, and accounts. Coverage is provided for settlements, judgments, and defense expenses. The program has an aggregate limit in excess of US$100 million. The coverage is provided by a syndicate of commercial insurance companies and is led by Chubb Insurance Companies.

ERISA Bonds
This bond provides the Fiduciary Fidelity Bonds required by ERISA law. Coverage is written on a co-surety basis, and Federal Insurance Company (Chubb) is the lead co-surety. The plan limit is 10% of each Insured’s Plan Property with a maximum limit of US$500,000 per plan (US$1,000,000 for plans that hold employer securities) and a minimum limit of at least US$1,000 and no deductible.

Coverage Term
The policy period for these insurance coverages is June 30, 2023 – June 30, 2024.

Other Insurance Coverage
The firm maintains Privacy and Network Security insurance coverage (also known as “Cyber Insurance”) with an annual aggregate limit in excess of US$50 million. Coverage includes Security and Privacy Liability and Event Management insurance which covers losses and expenses attributable to cybersecurity incidents. The coverage is provided by a syndicate of commercial insurance companies and is led by AXA XL.

The firm also maintains a total of US$51 million in Public and General Liability limits. Additional coverage for Fire, Hazard, and Documents in Transit has various limits.

7. Historical tracking error in your proposed product, or similar to that being proposed Product 2024 YTD 2023 2022 2021

As mentioned above, Franklin OnChain U.S. Government Money Fund has maintained a NAV of $1.00 since inception, having provided price stability, and is also required by law to provide quarterly public disclosure of all holdings. While minor, many of the largest stablecoins have faced price volatility in the peg of their stablecoin.

8. Brief reason for above tracking error

Not applicable.

9. Please describe any experience your firm has in working with decentralized organizational structures

Our team has relationships with some of the largest DAOs in the digital asset ecosystem. Currently in our Digital Asset Investment portfolios, we own several governance tokens including many of the top governance tokens by market cap.

10. What is your entity’s current assets under management, assets held in trust, total value locked, or equivalent metric for your legal structuring?

As of March 31, 2024, Franklin Templeton managed total assets of US$1.4 trillion. The Franklin OnChain U.S. Government Money Fund had over US$360 million under management as of March 31, 2024.

11. How many of these assets held are present on Arbitrum One, if any?

As of the time of posting, the Franklin OnChain U.S. Government Money Fund is not currently live on Arbitrum for general availability.

Plan Design

1. Please describe your proposed product, including a description of the underlying assets and, if more than one asset, the proposed allocation among assets and general investment guidelines. Where appropriate, include targeted maturity mix and credit quality. Attach supplementary documents as appropriate.

As mentioned above, under this proposal, a portion of Arbitrum DAO’s Treasury reserve funds would be invested in the world’s first registered money market mutual fund offered in token form, BENJI. One BENJI token is equivalent to one share of the Franklin OnChain U.S. Government Money Fund (FOBXX).

The Franklin OnChain U.S. Government Money Fund seeks to provide capital and liquidity preservation characteristics presents a unique opportunity for the Arbitrum DAO. Similar to the objective of stablecoins, the Fund tries to maintain a stable $1.00 share price (NAV), which it’s maintained since inception. The BENJI token can help diversify Arbitrum DAO’s Treasury into a steady, income-generating asset that can provide both capital and liquidity preservation.

FOBXX invests at least 99.5% of its assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash.

The Fund invests in:

  • U.S. government securities, which may include fixed, floating and variable rate securities.

  • Repurchase agreements which are agreements by the Fund to buy Government securities and then to sell the securities back on an agreed upon date (generally, less than seven days) at a higher price, which reflects prevailing short-term interest rates.

Please refer to Franklin OnChain U.S. Government Money Fund Prospectus and Franklin OnChain U.S. Government Money Fund SAI for more detailed information.

2. Do investors have any shareholder, investor, creditor or similar rights?

Because BENJI token is a share of the Franklin OnChain U.S. Government Money Fund (“Fund”) recorded on a public blockchain, investors are shareholders of the Fund.

3. Describe the legal and contractual structuring for your product including regulatory bodies overseeing your business and the product and identifying all legal jurisdictions interacting with your product. Attach supplementary documents as appropriate.

Franklin Templeton Trust (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of one fund, Franklin OnChain U.S. Government Money Fund (Fund). The Franklin OnChain U.S. Government Money Fund intends to be a “Government money market fund,” as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940 (1940 Act) and is registered with the U.S. Securities and Exchange Commission (SEC). For more information, please contact our team or visit the Fund’s Prospectus: Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).

4. Would Arbitrum’s assets be bankruptcy remote from your own entity and its officers/key contributors? If so, please explain the legal and contractual basis. On a confidential, non-reliance basis, provide any third party legal opinions to support the conclusions.

The Franklin OnChain U.S. Government Money Fund is a 1940 Act fund. The Fund assets are separate from any Franklin Templeton company, manager or adviser assets, and are maintained with a qualified custodian. For information on the Fund’s custodian, please see the response to question 5 below in the “plan design” section.

5. How are Arbitrum’s assets protected vis-a-vis the bankruptcy of the brokerage or applicable financial institution (e.g., bank deposit insurance, securities insurance, etc.)?

An investment in the Fund is not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency of the U.S. government. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank. However, it is important to note that the Fund intends to be a “government money market fund” as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940 (1940 Act). The Fund invests at least 99.5% of its total assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash.

6. Does the Issuer issue more than one asset? If so, what is the priority relationship between different asset classes?

Yes. The Fund’s investment manager is Franklin Advisers, Inc. The investment manager is a wholly owned subsidiary of Resources, a publicly owned company engaged in the financial services industry through its subsidiaries. Franklin Resources, Inc. is the holding company for various subsidiaries that form the global investment management organization known as Franklin Templeton. With more than 75 years of active management experience, Franklin Templeton offers investment solutions to help clients achieve better outcomes. Our independent specialist investment managers (SIMs) provide clients with deep expertise and boutique specialization across asset classes, investment styles, and geographies. Furthermore, our SIMs are backed by a global infrastructure with at-scale capabilities in research, data analytics, and servicing—this combination of independent, entrepreneurial SIMs and global strength makes Franklin Templeton uniquely agile and allows us to offer 200+ investment strategies across a full range of vehicles.

The Franklin OnChain U.S. Government Money Fund is managed by Franklin Templeton’s Fixed Income portfolio management team.

7. Provide a detailed cash flow diagram that shows the flow of funds from ARB/Fiat conversion, investment in underlying asset, payment of expenses, sale of underlying asset, and repayment (Fiat/ARB conversion), including the counterparties and legal jurisdictions involved.

Institutional investors may open a new account by using our Institutional Web Portal. Please see the graphic below for the flow of funds from fiat, namely USD, via Fed Wire for purchases; for redemptions, please see the same graphic:

In the subscription and liquidation of shares of the Fund, Franklin Templeton utilizes JP.Morgan Chase Bank as a third party counterparty for the Fed Wire process.

8. Describe anticipated tax consequences (if any) in transacting on the underlying and/or receipt of yield.

Fund distributions, which will be automatically reinvested in additional shares, are generally taxable to you as ordinary income, capital gains or some combination of both. Investment company dividends paid to you from interest earned on certain U.S. government securities may be exempt from state and local taxation, subject in some states to minimum investment or reporting requirements that must be met by the Fund.

Dividend income: Income dividends are generally subject to tax at ordinary rates. Because the Fund invests primarily in debt securities, it is expected that none of the Fund’s income dividends will be qualified dividends subject to reduced rates of taxation to individuals. A return-of-capital distribution is generally not taxable but will reduce the cost basis of your shares, and will result in a higher capital gain or a lower capital loss when you later sell your shares.

Capital gains: Fund distributions of short-term capital gains are also subject to tax at ordinary rates. Because the Fund is a money market fund, it does not expect to realize and distribute any long-term capital gains on its investments.

Sales of Fund shares: Because the Fund seeks to maintain a $1.00 per share NAV, sales of its shares will not generally result in a taxable capital gain or loss for federal or state income tax purposes.

Medicare tax: An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. Any liability for this additional Medicare tax is reported on, and paid with, your federal income tax return.

Backup withholding: A shareholder may be subject to backup withholding on any distributions of income and capital gains if the shareholder has provided either an incorrect tax identification number or no number at all, is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, has failed to certify that the shareholder is not subject to backup withholding, or has not certified that the shareholder is a U.S. person (including a U.S. resident alien). The backup withholding rate is currently 24%. State backup withholding may also apply.

State and local taxes: Distributions of ordinary income and capital gains, if any are generally subject to state and local taxes. However, distributions of ordinary income paid to individual shareholders from interest earned by the Fund on certain U.S. Government obligations may be exempt from state and local income taxation depending on the state. Shareholders should contact their tax advisors with respect to the state and local income tax consequences of investing in the Fund, including whether Fund dividends derived from interest on U.S. government obligations held by the Fund qualify for tax free treatment.

Non-U.S. investors: Non-U.S. investors may be subject to U.S. withholding tax at 30% or a lower treaty rate on Fund dividends of ordinary income. Non-U.S. investors may be subject to U.S. estate tax on the value of their shares. They are subject to special U.S. tax certification requirements to avoid backup withholding, claim any exemptions from withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are generally provided for capital gains realized on the sale of Fund shares, capital gain dividends paid by the Fund from net long-term capital gains, short-term capital gain dividends paid by the Fund from net short-term capital gains and interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources. However, notwithstanding such exemptions from U.S. withholding tax at source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.

Other reporting and withholding requirements: Payments to a shareholder that is either a foreign financial institution or a non-financial foreign entity within the meaning of the Foreign Account Tax Compliance Act (FATCA) may be subject to a 30% withholding tax on income dividends paid by the Fund. The FATCA withholding tax generally can be avoided by such foreign entity if it provides the Fund, and in some cases, the IRS, information concerning the ownership of certain foreign financial accounts or other appropriate certifications or documentation concerning its status under FATCA. The Fund may be required to report certain shareholder account information to the IRS, non-U.S. taxing authorities or other parties to comply with FATCA.

Other tax information: This discussion of “Distributions and Taxes” is for general information only and is not tax advice. You should consult your own tax advisor regarding your particular circumstances, and about any federal, state, local and foreign tax consequences before making an investment in the Fund. Additional information about the tax consequences of investing in the Fund may be found in the SAI.

9. Describe the process and expected timeline for liquidation of assets, if given instructions to do so by Arbitrum governance.

All Fund transactions must be conducted via the Institutional Web Portal.

You can redeem your shares at any time through the Institutional Web Portal, although redemptions of Fund shares will only be processed during normal business hours on business days.

As long as your transaction is for $250,000 or less, you can sell your shares via the Institutional Web Portal without a signature guarantee. Institutional investors making redemptions via the Institutional Web Portal will use a submitter/approver process to authorize transactions.

Redemption proceeds will be sent by electronic funds transfer (ACH or Fed Wire) from your Institutional Web Portal account to your bank account within seven days after we receive your request in proper form.

Before requesting to have redemption proceeds sent to a bank account, please make sure we have your current bank account information on file.

If the bank account was added or changed within the last 15 days, you may be required to provide written instructions signed by all Fund account owners, with a signature guarantee for each Fund account owner.

If we receive your request in proper form prior to 1 p.m. Pacific time, or the regularly scheduled close of the New York Stock Exchange, whichever is earlier, proceeds sent by ACH generally will be available within two to three business days.

10. What amount of first-loss equity will Sponsor provide to ensure over-collateralization, how is the first-loss equity denominated, and what is the source of capital?

Since the Franklin OnChain U.S. Government Money Fund is a stable Net Asset Value (NAV) product invested in U.S. government securities, we would not anticipate a situation where the Fund, or its underlying securities, become impaired.

11. Describe the liquidity and stability of the proposed underlying assets, including anticipated settlement times from the sale of the underlying to the repayment of ARB.

The Fund only buys securities that the investment manager determines present minimal credit risks. The Fund maintains a dollar-weighted average portfolio maturity of 60 calendar days or less, maintains a dollar-weighted average life for its portfolio of 120 calendar days or less, and only buys securities that mature or are deemed to mature in 397 calendar days or less.

The Fund uses the amortized cost method of valuation to seek to maintain a stable $1.00 share price and does not currently intend to impose liquidity fees or redemption gates on Fund redemptions.

All Fund transactions for institutional customers must be conducted via the Institutional Web Portal.

As mentioned in question 9 above in the “plan design” section, as long as your transaction is for $250,000 or less, you can sell your shares via the Institutional Web Portal without a signature guarantee. Institutional investors making redemptions via the Institutional Web Portal will use a submitter/approver process to authorize transactions.

Redemption proceeds will be sent by electronic funds transfer (ACH or Fed Wire) from your Institutional Web Portal account to your bank account within seven days after we receive your request in proper form.

Before requesting to have redemption proceeds sent to a bank account, please make sure we have your current bank account information on file.

If the bank account was added or changed within the last 15 days, you may be required to provide written instructions signed by all Fund account owners, with a signature guarantee for each Fund account owner.

If we receive your request in proper form prior to 1 p.m. Pacific time, or the regularly scheduled close of the New York Stock Exchange, whichever is earlier, proceeds sent by ACH generally will be available within two to three business days.

12. If relying on the blockchain for any of the transactional flows, please describe any blockchain derived risks and mitigations.

The Fund’s transfer agent maintains the official record of share ownership via a proprietary blockchain-integrated system that utilizes features of traditional book-entry form and one or more public blockchain networks. The use of blockchain technology is relatively new and still evolving for mutual funds. Similar to traditional fund recordkeeping systems, all Fund and shareholder records in the blockchain-integrated system are under the full and complete control of the Fund’s transfer agent.

The recording of Fund shares on the blockchain will not affect the Fund’s investments. The Fund intends to be a Government money market fund. Accordingly, the Fund will invest, consistent with Rule 2a-7 under the 1940 Act, at least 99.5% of its total assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash. The Fund will not invest in any cryptocurrencies (referred to as, among other things, virtual currencies).

Complex information technology and communications systems, such as blockchain networks, are subject to a number of different threats or risks that could adversely affect the Fund. If such an event occurs, the Fund may incur substantial costs. In addition, market events also may trigger a volume of transactions that overloads current information technology and communication systems and processes, impacting the ability to conduct the Fund’s operations. The Fund may never achieve market acceptance and may not be able to attract sizable assets or achieve scale. The Fund’s investment manager expects that the blockchain-integrated recordkeeping system will provide operational efficiencies without negatively impacting the quality of the transfer agent’s services.

13. Does the product rely on any derivative product (swaps, OTC agreements)?

No, the Franklin OnChain U.S. Government Money Fund does not rely on any derivative product agreements.

14. List all the third party counterparties linked to your assets including and not restricted to prime broker if any, custodian, reporting agent, banks for derivatives or loans and provide primary contact details for the third party counterparties

  • Sub-administrator: JPMorgan Chase Bank, N.A. (JPMorgan) has an agreement with FT Services to provide certain sub-administrative services for the Fund. The administrative services provided by JPMorgan include, but are not limited to, certain fund accounting, financial reporting, tax, corporate governance and compliance and legal administration services.
  • Custodian: JPMorgan Chase Bank, at its principal office at 270 Park Avenue, New York, NY 10017-2070, and at the offices of its branches and agencies throughout the world, acts as custodian of the Fund’s assets.
  • Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP, 405 Howard Street, Suite 600, San Francisco, CA 94105, is the Fund’s independent registered public accounting firm. The independent registered public accounting firm audits the financial statements included in the Fund’s Annual Report to shareholders.

15. Can you explain how is risk management (inv and operational) being done? Can you provide a copy of your risk management policy?

Please see the response below for applicable procedures from our risk management policy:
Operational Risk Management Responsibility and Oversight
Risk management is a critical element of Franklin Templeton’s everyday business activities and takes place at all levels of our organization. The Company applies a three lines of defense framework with risk leads from each segment/function accountable for working within their respective areas and matrix support functions to capture and report on relevant business risks, and to utilize this information as part of their ongoing planning and performance management activities to help ensure success.
The Board of Directors has principal responsibility for oversight of the company’s risk management processes. The Audit Committee receives risk management reports at least quarterly and oversees our enterprise risk assessment and risk management policies and procedures. The full board receives reports of, and provides direction to, the Enterprise Risk Management Committee at least annually.
In order to ensure that risks are viewed and managed appropriately across the enterprise, Franklin Templeton has an Enterprise Risk Management (ERM) program and Enterprise Risk Management Committee (ERMC). The ERMC is aligned to our Executive Committee and regularly reports to the company’s Board of Directors and Audit Committee about our key enterprise risks and management’s responses. The ERMC includes executive and senior-level representatives from all areas of Franklin Templeton’s business and operations.
The ERMC’s primary roles are to:
· Provide guidance and support for the ERM program
· Promote risk management at all levels of the organization
· Review, discuss, and refresh the key enterprise risks (and other significant risks)
· Review, discuss, and monitor emerging risks and potential threats
· Provide a framework to assist business, regional risk committees, and support units to identify, assess, and manage risks
· Assess management’s programs and responses for each risk
· Report to management, the Audit Committee, and Board of Directors (key enterprise risks, programs & responses, and status of the ERM program)
The ERMC is comprised of the following executive and senior level members:
· SVP, Head of Enterprise Risk & Committee Chair
· Head of Enterprise Risk (EMEA)
· SVP, Quality Assurance, Risk and Control
· Chief Privacy Officer
· EVP, Chief Risk Officer
· SVP, Global Alliances
· Director, Global Audit
· SVP, Global Treasurer & Head of M&A
· SVP, Corporate Real Estate & Aviation Services
· SVP, Chief Security Officer
· EVP, Financial Planning & Strategies
· President – FTIS, Head of Global Shareholder Services
· President – FTS
· SVP, Global Client Partnering (Human Resources)
· Chief Information Officer
· SVP, Head of Business Management & Ops (Public Markets)
· EVP, General Counsel
· SVP, Chief Communications Officer
· EVP, Global Alliances & New Business Strategy
· Head of Product Strategy & Management
· Head of Investment Risk
· EVP, Operations
· EVP, Chief Accounting Officer
· Chief Risk Officer - India
· Chief Operating Officer - Distribution
The Head of Enterprise Risk and the ERM team members provide ongoing support and guidance to subsidiary level risk management committees and functions to best leverage the firm’s ERM processes and standards, align risk activities, and ensure transparency of risk information and reporting across the firm. ERM team members also attend legal entity and business risk committee meetings to promote communication and consideration of risk management practices and findings throughout the organization. There are also regional and legal entity risk committees that meet regularly. All regional groups are modelled after the ERMC, with similar risk practices and processes, along with some adaptation based on the size and scope of the region.
For a copy of Franklin Templeton’s full risk management policy, please reach out to FTDigitalAssets@franklintempleton.com.

Performance Reporting

1. What are your proposed performance benchmarks? If this is substantially different from the underlying assets, please explain why.

The Franklin OnChain U.S. Government Money Fund does not track a benchmark index as it is structured as a “Government money market fund,” as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940 (1940 Act). The Fund seeks to provide investors with as high a level of current income as is consistent with the preservation of shareholders’ capital and liquidity. The Fund also tries to maintain a stable $1.00 share price.

2. Describe the content, format, preparation process, and cadence of performance reports. This should include proof of reserves, if appropriate. Please include a sample report.

Performance and portfolio reporting is completed quarterly, by the third week after quarter end. The client receives a quarterly packet that includes market commentary and outlook, performance attribution, and a review of the portfolio for the quarter. For a sample report, please contact FTDigitalAssets@franklintempleton.com.

3. Who provides the performance reports in respect of the underlying assets?

The NAV calculation and publication is completed by third party administrators.

Our dedicated Global Client Service Support Team–with office hubs in London, Singapore, and New York–provides reporting support, working with the firm’s key business units such as Product Management, Portfolio Management, Global Marketing, Performance & Risk, Portfolio Accounting, Legal, and Operations.

4. Describe any formal audit process and timing of such audits.

As an SEC-registered mutual fund, the Fund has a Board of Trustees, an Audit Committee comprised of Independent Trustees, and the Fund’s financial statements are audited by an independent public accounting firm. As mentioned above, PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, audits the financial statements included in the Fund’s Annual Report to shareholders. To see a copy of this audit report, please visit page 16 of Appendix 3 – Franklin OnChain U.S. Government Money Fund Annual Report.

Pricing

1. Provide a copy of your standard contract, or one similar to what is being proposed here.

For a copy our standard institutional onboarding documents, please email FTDigitalAssets@franklintempleton.com.

2. Fee summary: Inclusive of the full scope of services requested. Product Fee schedule If asset based Fee calculation for our plan if asset based Annual fee if flat fee Any other fees (including redemption or minting fees)

The Franklin OnChain U.S. Government Money Fund’s total annual fund operating expenses after fee waiver and/or expense reimbursement is 0.20% (net expense ratio) as the investment manager has contractually agreed to waive or assume certain fees and expenses until July 31, 2024. The Fund’s gross expense ratio is 0.89%.

Please see below table for a summary of the fees and expenses that you may pay if you buy and hold shared of the Franklin OnChain U.S. Government Money Fund:

Annual Fund Operating Expenses
Management fees 0.15%
Distribution and service (12b-1) fees None
Other expenses 0.74%
Total annual Fund operating expenses 0.89%
Fee waiver and/or expense reimbursement1 -0.69%
Total annual Fund operating expenses after fee waiver and/or expense
reimbursement 0.20%
  1. The investment manager has agreed to waive fees and/or reimburse operating expenses (excluding certain non-routine expenses or costs, such as those relating to litigation, indemnification, reorganizations and liquidations) for the Fund so that the ratio of total annual fund operating expenses will not exceed 0.20% until July 31, 2024. During the term, the fee waiver and expense reimbursement agreement may not be terminated or amended without approval of the board of trustees except to add series or classes, to reflect the extension of the termination date or to lower the waiver and expense limitation (which would result in lower fees for shareholders).

3. Describe frequency of fee payment and its position vis-a-vis payment priority compared with other expenses (i.e., cash waterfall)

Please see the answer to question 2 above in the “pricing” section.

Smart Contract/Architecture

1. How many audits have you had and name of auditors? Please provide a copy of reports.

Our smart contract code has been audited by Trail of Bits as of September 2023. A detailed report can be accessed here.

2. Is the project permissioned? If so how are you managing user identities? Any blacklisting/whitelisting features?

Yes, users of the Benji platform are run through typical KYC/AML verification, and are white listed inside the contract (using ERC-20 roles).

3. Is the product present on several chains? Are there any cross-chain interactions?

The Fund currently uses the Stellar network as the primary public blockchain and Fund investors will initially hold their wallets on the Stellar network. However, the Fund may also use the Polygon, Aptos, Avalanche and Arbitrum networks for certain accounts upon request and subject to eligibility, although one or more of those other blockchain networks may not be available at certain times. It’s important to note that we are not live yet for general availability on Aptos, Avalanche and Arbitrum networks. Please contact us at FTDigitalAssets@franklintempleton.com to determine your eligibility to hold your wallet on a network other than Stellar and the availability of the other network. Approval to hold your wallet on a network other than Stellar is subject to the sole discretion of the Fund and its transfer agent.

Shares of the Franklin OnChain U.S. Government Money Fund are available for transfer from one shareholder to another shareholder (“peer-to-peer”) on the public blockchain. Transfers within the same network/chain are currently available, but we’re working on the availability of cross-chain transfers.

4. Are the RWA tokens being used in any other protocols? Please describe the various components of the ecosystem

The Fund currently uses the Stellar network as the primary public blockchain and Fund investors will initially hold their wallets on the Stellar network. However, the Fund may also use the Polygon, Aptos, Avalanche and Arbitrum networks for certain accounts upon request and subject to eligibility, although one or more of those other blockchain networks may not be available at certain times. It’s important to note that we are not live yet for general availability on Aptos, Avalanche and Arbitrum networks.

5. How are trusted roles/admins managed in the system? Which aspects of the solution require trust from users?

During the onboarding process, Franklin Templeton obtains a list of authorized users sanctioned by the client (full know-your-customer/anti-money laundering performed on all entities and entity persons). Franklin Templeton then sends out an invitation to each authorized user that will allow them to establish their username and password and set up multi-factor authentication using Okta Verify and WebAuthn (FIDO2 Compliant Devices - includes Windows Biometrics with TPM, iOS Passkeys onboarded with QR Codes, etc.).

For internal users, regular access control reviews are completed across all technical services used by the Digital Assets Technology team on a regular basis, or if there is a change in job function. There are varying levels of access based on job function and division of responsibilities as well. Access is granted based on the principle of least privilege, meaning a user is given the minimum levels of access – or permissions – needed to perform his/her job functions.

6. Is there any custom logic required for your RWA token? If so please give any details.

For tracking, no custom logic is required – it’s ERC-20 compatible. Since user-managed wallet functionality is currently disabled, all operational logic (such as creating purchases and liquidations) has to go through our Institutional Website. There are additional custom functions available such as querying pending transactions.

Supplementary

1. Please attach any further information or documents you feel would help the screening committee or ARB tokenholders make an informed decision.

For questions about this proposal, please reach out to FTDigitalAssets@franklintempleton.com.

References:

What are the risks?

All investments involve risk, including loss of principal. The fund’s yield may be affected by changes in interest rates and changes in credit ratings. Blockchain is subject to a rapidly-evolving regulatory landscape in the U.S. and in other countries, which might result in security, privacy or other regulatory concerns that could require changes to the way transactions in the shares are recorded. These and other risks are discussed in the fund’s prospectus.

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. To obtain a summary prospectus and/or prospectus, which contains this and other information, talk to your financial professional, call us at (800) DIAL BEN/342-5236 or visit franklintempleton.com. Please carefully read a prospectus before you invest or send money.

© 2024 Franklin Distributors, LLC. Member FINRA/SIPC. All rights reserved.

Appendix Items

Appendix 1 - Say Hello to Benji

Due to embedded media constraints, please reach out to FTDigitalAssets@franklintempleton.com for a copy of Appendix 1.

Appendix 2 - Franklin Advisers, Inc. Regulatory Summary

Appendix 3 - Franklin OnChain U.S. Government Money Fund Annual Report

Please visit Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com) for the latest annual report for the Franklin OnChain U.S. Government Money Fund.

Franklin OnChain U.S. Government Money Fund (FOBXX) STEP 2 Application

Applicant Information

Name: Franklin Templeton Digital Assets
Address (Headquarters): 1 Franklin Parkway
City, State, Postal Code: San Mateo, CA 94403
Country: United States
Website: Alternatives By FT or Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com)
Primary Contact Name: Ric Golubov
Title: VP, Digital Asset Partnership Development
Country: United States
Email, Telegram, Forum, & other methods of contact: Please contact Ric Golubov or our team at FTDigitalAssets@franklintempleton.com for any inquiries.

Differences from previous proposal (see preformatted text)
Key Information section We updated our responses in this section to reflect the latest available data.
Basics and Background section, Question 1 We have provided updated slides, an updated 7-day current yield, and an updated Appendix 1 - Say Hello to Benji presentation.
Basics and Background section, Question 2 The Fund’s portfolio managers and counterparties have been updated.
Basics and Background section, Question 3 Updated Digital Assets Technology description.
Basics and Background section, Question 4 Regulatory response updated as of December 31, 2024.
Basics and Background section, Question 6 Updated the policy period in our insurance response.
Basics and Background section, Question 10 AUM updated as of December 31, 2024 and February 28, 2025.
Basics and Background section, Question 11 Updated to reflect assets present on Arbitrum One as of December 31, 2024.
Plan Design section, Question 1 We included additional information around security selection and weighted average maturity, and we provided an updated graphic.
Plan Design section, Question 3 Updated response.
Plan Design section, Question 5 Updated response.
Plan Design section, Question 7 Updated graphic.
Plan Design section, Question 9 Updated response.
Plan Design section, Question 11 Updated response.
Plan Design section, Question 12 Updated with language from Prospectus.
Plan Design section, Question 14 Updated Fund’s key counterparties.
Plan Design section, Question 15 Included additional information on Investment Risk Management and Risk Management Policies and Procedures.
Performance Reporting section, Question 2 Added sample report as an appendix.
Pricing section, Question 2 Updated fee schedule.
Smart Contract/Architecture section, Question 1 Updated response to include the latest available information.
Smart Contract/Architecture section, Question 3 Updated response to include additional blockchains.
Smart Contract/Architecture section, Question 4 Updated response to include additional blockchains.

Key Information

Expected Yield:
7-day current yield of the Franklin OnChain U.S. Government Money Fund (FOBXX, i.e., the “Fund”) as of December 31, 2024 is 4.20%, and 4.10% as of February 28, 2025 with a 20-basis point net expense ratio. For more information, including daily updates for 7-day current yield, please visit Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com)

Expected Maturity:
The weighted average maturity of FOBXX as of December 31, 2024 is 21 days, and 23 days as of February 28, 2025. For more information, including daily updates for weighted average maturity, please visit Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).

Underlying asset:
U.S. Treasury Bills, U.S. Government Securities including Federal Home Loan Bank and Cash (USD)

Minimum/Maximum transaction size:
The minimum initial investment* on the Arbitrum blockchain is US$1,000.

Because transaction fees on blockchain networks can fluctuate from time to time, the Fund may waive or change the minimum initial investment amounts without prior notice to shareholders.

Current AUM for product:
The AUM for the Franklin OnChain U.S. Government Money Fund is US$559.00 million as of December 31, 2024, and US$631.91 million as of February 28, 2025.

Current AUM for issuer:
The AUM of Franklin Templeton is $1.6 trillion as of December 31, 2024.

Volume of transactions LTM:
Over the last 12 months, the Franklin OnChain U.S. Government Money Fund has done over 2,065 transactions. This does not include daily dividend reinvestments.

Source of first-loss capital:
N/A

Basics and Background

1.How will this investment improve Arbitrum’s RWA ecosystem?
We have created a digital asset security that represents a share of a regulated money market mutual fund. The Franklin OnChain U.S. Government Money Fund, also known as the BENJI token, provides an opportunity for Arbitrum to practice sound treasury management while also generating attractive income. The BENJI token is a competitive solution for Treasury fund diversification, while also acting as an additional source of income generation through competitive yield. Any income generated by investing in the BENJI token can provide additional capital to aid in the development of new products, technology, or other initiatives deemed important to Arbitrum’s Decentralized Autonomous Organization (DAO).

This on-chain money market mutual fund, the BENJI token, is designed to provide transparency by using blockchain technology to process transactions and record share ownership. The Fund’s transfer agent maintains the official record of share ownership via a proprietary blockchain-integrated system that utilizes a public blockchain for recording transactional activity, known as the Benji platform. Ensuring the safety and stability of a DAO’s Treasury is of the utmost importance and, as a result, many invest in stablecoins to try to preserve capital. Stablecoin providers invest the underlying assets across many different investment types to generate return but rarely pass that return onto holders of the stablecoin. In BENJI’s case, we believe that the Arbitrum DAO’s Treasury can not only receive the benefit of capital preservation but can also earn any income generated from the Fund’s holdings.

As mentioned later in the “Plan Design” section, the Franklin OnChain U.S. Government Money Fund invests 99.5% of its total assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash.

We would like to advocate for the Arbitrum DAO Treasury to liquidate a portion of its reserves and invest in the BENJI token. Please see Appendix 1 – Say Hello to Benji for more information on the Fund and the process for investing.

The BENJI token represents shares of a government money market mutual fund that’s registered under the Investment Company Act of 1940 but performs the transfer agent transaction record-keeping function via public blockchains. It’s important to note that there is no personal identifiable information publicly available on the blockchain, just transaction-level data. Unlike many similar offerings, the Benji platform records transaction records and fund ownership via a public blockchain, which means that the DAO would have increased transparency and assurance that their assets are in good stead. The DAO Treasury can interact with their account at any time using our Benji Institutional interface and provide a look through to their holdings using the Arbiscan Block Explorer.

Please see below for a preview of our institutional interface supporting the BENJI token.


Please see the previews below of the Arbiscan tool that provides increased transparency, where historical transaction data and fund ownership is readily available.



Franklin OnChain U.S. Government Money Fund has maintained a NAV of $1.00 since inception, having provided price stability, and is also required by law to provide quarterly public disclosure of all holdings. While minor, many of the largest stablecoins have faced price volatility in the peg of their stablecoin.

Additionally, the Fund generated a 7-day current yield of 4.20% as of December 31, 2024, and 4.10% as of February 28, 2025, with a 20-basis point net expense ratio. This yield is distributed directly to investors, providing a yield-generating investment with a stable NAV. To see current 7-day yield figures for the Fund, updated on a daily basis, please visit: Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).

2. Identify key management personnel and individual experience. Also include third parties utilized for managing assets and their qualifications.
The three portfolio managers of the Franklin OnChain U.S. Government Money Fund are Joanne M. Driscoll, Michael J. Lima, and Shawn Lyons with 29, 27 and 28 years of service, respectively.

The portfolio managers seek to build a diversified portfolio of Government securities. Government securities include those issued by government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Home Loan Banks and Federal Farm Credit Banks, whose securities are neither issued nor guaranteed by the U.S. Government.

The portfolio managers make the final security selection decisions, consistent with desired overall risk positioning, and based on relative pricing and trading liquidity. Throughout the portfolio construction process, dedicated risk analysts collaborate with the portfolio managers to identify the level and sources of risk and help determine optimal position sizing.

We do not utilize third parties for managing assets as investment management functions are managed in-house.

However, the Fund’s key counterparties and service providers are as follows:

Distribution and Underwriting: The Fund continuously offers its shares through Franklin Distributors, LLC. Franklin Distributors, LLC also acts as the principal underwriter in the continuous public offering of the Fund's shares.

Investment Manager and Services Provided: The Fund's investment manager is Franklin Advisers, Inc. The investment manager is a wholly owned subsidiary of Franklin Resources, Inc., a publicly owned company engaged in the financial services industry through its subsidiaries.

Administrator and Services Provided: Franklin Templeton Services, LLC (FT Services) has an agreement with the investment manager to provide certain administrative services and facilities for the Fund. FT Services is an indirect, wholly owned subsidiary of Franklin Resources, Inc. and is an affiliate of the Fund's investment manager and principal underwriter. The administrative services FT Services provides include preparing and maintaining books, records, and tax and financial reports, and monitoring compliance with regulatory requirements.

Shareholder Servicing and Transfer Agent: Franklin Templeton Investor Services, LLC (Investor Services) is the Fund's shareholder servicing agent and acts as the Fund's transfer agent and dividend-paying agent. Investor Services receives a fee for servicing Fund shareholder accounts. The Fund also will reimburse Investor Services for certain out-of-pocket expenses necessarily incurred in servicing the shareholder accounts in accordance with the terms of its servicing contract with the Fund.

Sub-Administrator: JPMorgan Chase Bank, N.A. (JPMorgan) has an agreement with FT Services to provide certain sub-administrative services for the Fund. The administrative services provided by JPMorgan include certain fund accounting, financial reporting, tax, corporate governance and compliance and legal administration services.

Custodian: JPMorgan Chase Bank, at its principal office at 270 Park Avenue, New York, NY 10017-2070, and at the offices of its branches and agencies throughout the world, acts as custodian of the Fund’s assets.

Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP, 405 Howard Street, Suite 600, San Francisco, CA 94105, is the Fund’s independent registered public accounting firm. The independent registered public accounting firm audits the financial statements included in the Fund’s Annual Report to shareholders.

3. Describe any previous work by the entity or its officers/key contributors similar to that requested. References are encouraged.
Franklin Templeton Digital Assets has been engaged in intensive research and technical development within the digital asset ecosystem since 2018, developing technology platforms and strategy differentiation to help clients achieve their investment goals in this new asset class, all while supporting and investing in digital asset networks. We believe that, in this space, everything is interconnected and thus take a holistic approach to the ecosystem. We have developed blockchain-native expertise and are committed to distinct pillars across the digital asset economy.

Digital Assets Technology: Franklin Templeton Digital Assets believes that blockchain technology has the ability to create efficiencies across a variety of business processes, which is why we are building our own blockchain-based technology solutions to support these assets in the investment management space. Our team built a full service proprietary blockchain-based technology stack to support a blockchain-enabled money fund, known as the Franklin OnChain U.S. Government Money Fund, which includes a digital transfer agent platform, digital asset management system, and digital wallet infrastructure. The Fund’s transfer agent maintains the official record of share ownership via a proprietary blockchain-integrated system that utilizes public blockchains as the source of truth for recording transactional activity, known as the Benji platform. Investors can gain exposure to the Fund through BENJI Tokens, which are minted natively on-chain. One BENJI Token is equivalent to one share of the Fund.

In April 2021, we launched the Franklin OnChain U.S. Government Money Fund, the first U.S.-registered mutual fund to use blockchain to process transactions and record share ownership. In early 2022, we expanded the availability of the Fund through our Benji Investments app and designated the Stellar network’s blockchain as the Fund’s official record of share ownership. In 2023, we further expanded the availability of the Fund to the Polygon blockchain network. We’ve since expanded to six additional blockchains – Arbitrum, Avalanche, Aptos, Base, Ethereum and Solana. Token holders can gain exposure to the Fund in digital wallets through the Benji Investments app or our institutional website, and we believe that eventually these tokens may be interchangeable with the rest of the digital asset ecosystem. The Franklin OnChain U.S. Government Money Fund had US$559 million under management as of December 31, 2024.

Please refer to the following graphic for additional developmental milestones:

Digital Assets Investment Strategies: Franklin Templeton Digital Assets believes that digital assets are frontier risk alternativesTM and have the potential to generate capital appreciation in the long-term. We also believe that, as with many investment types, much of the alpha generation in this space can occur in the early stages. We are engaged in the early stages of the digital assets market and build portfolios of tokens that are listed on exchanges.
Our team has developed capabilities to invest in early-stage, private blockchain-focused companies. This investment process includes new techniques developed by the team to help expand our opportunity set using proprietary quantamental research methods. Franklin Templeton Digital Assets also invests in listed tokens and has developed new ways of evaluating these digital assets from both a quantitative and fundamental (tokenomics) perspective.

Node Operations: Franklin Templeton believes that it should be a part of the blockchain networks in which we operate. Running validators and providing staking services can have an impact on client portfolios and help drive potential returns, so we have been developing strategies around this exciting capability.

We have operated nodes on both the Provenance and Stellar blockchains since 2019. In 2021, we began operating node validators and staking on four additional Proof-of-Stake blockchain networks: Ethereum, Cardano, Solana and Polkadot. In 2023, we began supporting Polygon, Aptos, Avalanche and Arbitrum.

References 
We will be happy to provide client references via email, should it be necessary. As mentioned later in the document, we work with many of the largest Decentralized Autonomous Organizations (DAOs) in the ecosystem.

4. Has your entity or its officers/key contributors been subject to an enforcement action, criminal action, or defaulted on legal or financial obligations? Please describe the circumstances if so.
No. During the quarter ended December 31, 2024, neither Franklin Advisers, Inc. (FAV) nor, to the best of its knowledge, its individual advisory affiliates, or the Fund* was named as a respondent in any investment-related regulatory or criminal proceedings brought by any U.S. federal or state regulatory agency, foreign financial regulatory authority, or self-regulatory organization. Additionally, to the best of FAV’s knowledge, it has not defaulted on any legal or financial obligations.

For a summary of investment-related proceedings, findings or orders brought or issued by any such regulatory entity against FAV and/or certain of its advisory affiliates in the past 10 years ended December 31, 2024, as well as certain other regulatory matters that were pending at any point in the past year, please see Appendix 2 – Franklin Advisers, Inc. Regulatory History. In addition, from time to time, FAV and its advisory affiliates receive subpoenas and inquiries including requests for documents or information, from governmental authorities or regulatory bodies, and also may be the subject of governmental or regulatory examinations or investigations. Investment-related proceedings, findings or orders resulting from such subpoenas, inquiries, examinations, or investigations, if any, will be reported, to the extent required and permitted by law, on FAV’s Form ADV filed with the U.S. Securities and Exchange Commission. (Italicized terms are as defined on Form ADV.)

*The “Fund” refers to the Franklin OnChain U.S. Government Money Fund.

5. Describe any conflicts of interest for your entity and key personnel.
Franklin Templeton’s policy is to take all reasonable steps to maintain and operate effective organizational and administrative controls to identify and manage relevant conflicts that may occur between Franklin Templeton and its clients or between multiple clients.
The following list provides a summary of the main conflicts we have identified and the controls in place to manage such conflicts within the Franklin Templeton group.

  • Franklin Templeton Seed Money versus Shareholders’ Investment. As part of normal business practice, Franklin Templeton will invest money, initially, at the launch of a fund in order to diversify and attract clients. The policy is that an investment by Franklin Templeton is treated in a manner that is believed to not conflict with the interests of any client.
  • Fairness of Trading Allocation and Order Priority among Clients. Franklin Templeton has trading aggregation, allocation, and best execution policies and procedures that are designed to ensure that all trades are treated in an equitable and fiduciary manner relative to investment objectives. Where there is insufficient liquidity, the allocation policy automatically attributes liquidity proportionately across all client orders. The aggregation and allocation procedures are subject to a regular review.
  • Interfund Trading and Franklin Templeton Funds Purchasing Franklin Templeton Funds. At times, Franklin Templeton may match internal orders of sales and purchases of portfolio securities. This is known as crosses or Interfunds. Some Franklin Templeton funds can also trade units in other Franklin Templeton funds. This process is dealt with in the existing trading system and procedures. The trade is executed at market price with no commissions or spread taken by Franklin Templeton. This activity is regularly reviewed with the goal of ensuring that clients are treated fairly.
  • Research Material and Client Commissions. Franklin Templeton (FT) proprietary research material is not offered to the general public for sale. FT may enter into Client Commission Arrangements (CCAs), whereby FT directs trades to a broker-dealer with the instruction that the executing broker segregate commission in excess of execution costs in a pool which may be used to compensate brokers and other third parties that provide research services or products to FT. FT has established policies and standards that include ongoing monitoring, oversight, and audit controls.
  • The Use of Sensitive Data and Non-Public Information. Franklin Templeton has a number of policies and procedures in place that place restrictions on staff use of confidential or non-public information. There are formal reporting and approval procedures to release such information to satisfy Franklin Templeton’s fiduciary obligations to clients and shareholders. These policies and procedures are regularly reviewed.
  • Information Barrier among Investment Advisors and Broker-Dealer Relationships. With the goal of ensuring that sensitive decision information cannot be used to the disadvantage of another fund and that confidential information is not shared inappropriately, Franklin Templeton has Information Barrier Compliance Policy and Procedures in place that separate the physical and logistical investment information between different advisor groups. Each advisor group is also bound by the Code of Ethics that does not allow them to discuss investment matters among themselves. Such procedures are reviewed on a regular basis.
  • Code of Ethics. All Franklin Templeton personnel are bound by a Code of Ethics and Business Conduct which requires staff to conduct themselves with ethics and integrity and to avoid a conflict, particularly where their personal interests (including family members) could interfere with the interests of the firm and/or the client. In addition, Franklin Templeton has a Personal Investments and Insider Trading Policy that requires pre-clearance of personal transactions, including those of the immediate family of staff members who have access to non-public information regarding securities transactions, securities recommendations, or portfolio holding of FT funds or client accounts. Personal transactions of such staff members are regularly monitored, and prescribed sanctions are issued in the event of a breach.
  • Equitable and Fair Treatment among Clients. At the heart of Franklin Templeton procedures is the requirement to treat clients fairly and equitably in line with the firm’s fiduciary obligations and investment objectives. This includes, but is not limited to, activity such as the allocation of fees and expenses, redemption in kind, and the lending of securities of a fund. Franklin Templeton procedures are regularly reviewed.
  • Investment in Client Securities. At times, Franklin Templeton funds or investors will invest in the securities of a company for which Franklin Templeton serves as investment manager. Such investment decisions made by Franklin Templeton to invest in client securities are always guided by what is in the best interest of the relevant fund, account, or its investors. Investment decisions are regularly reviewed.
  • Gifts and Entertainment. Franklin Templeton has adopted strict guidelines regarding what gifts and business entertainment are acceptable. The policy is part of our Code of Ethics, any violation of which may result in disciplinary action up to and including termination.
  • Side-by-Side Management. Franklin Templeton has implemented “Policies and Procedures for Side-By-Side Management of Registered Investment Companies and Investment Accounts” designed to address potential conflicts of interest that may arise when a portfolio manager or different portfolio managers within a single investment adviser or within a single investment group manage both U.S.-registered funds and other investment accounts or pooled vehicles for other advisory clients.

6. Insurance coverages, guarantees, and backstops Name of insurer or guarantor Per incident coverage Aggregate coverage
Franklin Resources, Inc. maintains the following comprehensive, worldwide insurance programs:

Financial Institution Bond/Computer Crime
This insurance responds to claims that allege theft of money or securities. It has a US$100 million single loss limit and an aggregate limit of US$200 million. The coverage is provided by a syndicate of commercial insurance companies and is led by Berkshire Hathaway.

Directors and Officers and Professional Liability
This program provides Directors & Officers Liability and Errors & Omissions coverage to Franklin Resources, Inc., its worldwide subsidiaries, funds, and accounts. Coverage is provided for settlements, judgments, and defense expenses. The program has an aggregate limit in excess of US$100 million. The coverage is provided by a syndicate of commercial insurance companies and is led by Chubb Insurance Companies.

ERISA Bonds
This bond provides the Fiduciary Fidelity Bonds required by ERISA law. Coverage is written on a co-surety basis, Federal Insurance Company (Chubb) is the lead co-surety. The plan limit is 10% of each Insured’s Plan Property with a maximum limit of US$500,000 per plan (US$1,000,000 for plans that hold employer securities) and a minimum limit of at least US$1,000 and no deductible.

Coverage Term
The policy period for these insurance coverages is June 30, 2024 – June 30, 2025.

Other Insurance Coverage
The firm maintains Privacy and Network Security insurance coverage (also known as “Cyber Insurance”) with an annual aggregate limit in excess of US$50 million. Coverage includes Security and Privacy Liability and Event Management insurance which covers losses and expenses attributable to cybersecurity incidents. The coverage is provided by a syndicate of commercial insurance companies and is led by AXA XL.

The firm also maintains a total of US$51 million in Public and General Liability limits. Additional coverage for Fire, Hazard, and Documents in Transit has various limits.

7. Historical tracking error in your proposed product, or similar to that being proposed Product 2024 YTD 2023 2022 2021
As mentioned above, Franklin OnChain U.S. Government Money Fund has maintained a NAV of $1.00 since inception, having provided price stability, and is also required by law to provide quarterly public disclosure of all holdings. While minor, many of the largest stablecoins have faced price volatility in the peg of their stablecoin.

8. Brief reason for above tracking error
Not applicable.

9. Please describe any experience your firm has in working with decentralized organizational structures
Our team has relationships with some of the largest DAOs in the digital asset ecosystem. Currently in our Digital Asset Investment portfolios, we own several governance tokens including many of the top governance tokens by market cap.

10. What is your entity’s current assets under management, assets held in trust, total value locked, or equivalent metric for your legal structuring?
As of December 31, 2024, Franklin Templeton managed total assets of US$1.6 trillion. The Franklin OnChain U.S. Government Money Fund had US$559.0 million in assets under management as of December 31, 2024 and US$631.91 million in assets under management as of February 28, 2025.

11. How many of these assets held are present on Arbitrum One, if any?
As of the time of posting, the Franklin OnChain U.S. Government Money Fund is currently live on Arbitrum for institutional investors. As of December 31, 2024, approximately US$117 million assets are present on Arbitrum One.

Plan Design

1. Please describe your proposed product, including a description of the underlying assets and, if more than one asset, the proposed allocation among assets and general investment guidelines. Where appropriate, include targeted maturity mix and credit quality. Attach supplementary documents as appropriate.
As mentioned above, under this proposal, a portion of Arbitrum DAO’s Treasury reserve funds would be invested in the world’s first registered money market mutual fund offered in token form, BENJI. One BENJI token is equivalent to one share of the Franklin OnChain U.S. Government Money Fund (FOBXX).

The Franklin OnChain U.S. Government Money Fund seeks to provide capital and liquidity preservation characteristics presents a unique opportunity for the Arbitrum DAO. Similar to the objective of stablecoins, the Fund tries to maintain a stable $1.00 share price (NAV), which it’s maintained since inception. The BENJI token can help diversify Arbitrum DAO’s Treasury into a steady, income-generating asset that can provide both capital and liquidity preservation.

FOBXX invests at least 99.5% of its assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash.

The Fund invests in:

  • U.S. government securities, which may include fixed, floating and variable rate securities.

  • Repurchase agreements which are agreements by the Fund to buy Government securities and then to sell the securities back on an agreed upon date (generally, less than seven days) at a higher price, which reflects prevailing short-term interest rates.

The portfolio managers make the final security selection decisions, consistent with desired overall risk positioning, and based on relative pricing and trading liquidity. Throughout the portfolio construction process, dedicated risk analysts collaborate with the portfolio managers to identify the level and sources of risk and help determine optimal position sizing. The Fund only buys securities that the investment manager determines present minimal credit risks.

The Fund maintains a dollar-weighted average portfolio maturity of 60 calendar days or less, maintains a dollar-weighted average life for its portfolio of 120 calendar days or less, and only buys securities that mature or are deemed to mature in 397 calendar days or less. As of December 31, 2024, the Fund’s weighted average maturity was 21 days.

Please refer to Franklin OnChain U.S. Government Money Fund Prospectus and Franklin OnChain U.S. Government Money Fund SAI for more detailed information.

2. Do investors have any shareholder, investor, creditor or similar rights?
Because BENJI token is a share of the Franklin OnChain U.S. Government Money Fund (Fund) recorded on a public blockchain, investors are shareholders of the Fund.

3. Describe the legal and contractual structuring for your product including regulatory bodies overseeing your business and the product and identifying all legal jurisdictions interacting with your product. Attach supplementary documents as appropriate.
Franklin Templeton Trust (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of one series – the Franklin OnChain U.S. Government Money Fund. The Fund intends to be a “Government money market fund,” as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940 (1940 Act) and is registered with the U.S. Securities and Exchange Commission (SEC).

For more information, please contact our team or visit the Fund’s Prospectus: Franklin OnChain U.S. Government Money Fund - FOBXX (franklintempleton.com).

4. Would Arbitrum’s assets be bankruptcy remote from your own entity and its officers/key contributors? If so, please explain the legal and contractual basis. On a confidential, non-reliance basis, provide any third party legal opinions to support the conclusions.
The Franklin OnChain U.S. Government Money Fund is a 1940 Act fund. The Fund assets are separate from any Franklin Templeton company, manager or adviser assets, and are maintained with a qualified custodian. For information on the Fund’s custodian, please see the response to Question 5 below in the “Plan Design” section.

5. How are Arbitrum’s assets protected vis-a-vis the bankruptcy of the brokerage or applicable financial institution (e.g., bank deposit insurance, securities insurance, etc.)?
The Fund’s assets are maintained by a qualified custodian and are separate from holdings of the Fund’s investment manager or its affiliates. Because the Fund’s investment manager is prohibited from comingling Fund assets with assets of the investment manager or its affiliates, a bankruptcy by the investment manager or an affiliate would not subject Fund assets to risk of creditors in any bankruptcy proceedings. As previously mentioned, it is also important to note that the Fund intends to be a “government money market fund” as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940 (1940 Act). The Fund invests at least 99.5% of its total assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash.

6. Does the Issuer issue more than one asset? If so, what is the priority relationship between different asset classes?
Yes. The Fund’s investment manager is Franklin Advisers, Inc. The investment manager is a wholly owned subsidiary of Franklin Resources, Inc., a publicly owned company engaged in the financial services industry through its subsidiaries. Franklin Resources, Inc. is the holding company for various subsidiaries that form the global investment management organization known as Franklin Templeton. With more than 75 years of active management experience, Franklin Templeton offers investment solutions to help clients achieve better outcomes. Our independent specialist investment managers (SIMs) provide clients with deep expertise and boutique specialization across asset classes, investment styles, and geographies. Our SIMs are backed by a global infrastructure with at-scale capabilities in research, data analytics, and servicing—this combination of independent, entrepreneurial SIMs and global strength makes Franklin Templeton uniquely agile and allows us to offer 200+ investment strategies across a full range of vehicles.

The Franklin OnChain U.S. Government Money Fund is managed by Franklin Templeton’s Fixed Income portfolio management team.

7. Provide a detailed cash flow diagram that shows the flow of funds from ARB/Fiat conversion, investment in underlying asset, payment of expenses, sale of underlying asset, and repayment (Fiat/ARB conversion), including the counterparties and legal jurisdictions involved.
Institutional investors may open a new account by using our Institutional Web Portal. Please see the graphic below for the flow of funds from fiat, namely USD, via Fed Wire for purchases; for redemptions, please see the same graphic:

In the subscription and liquidation of shares of the Fund, Franklin Templeton utilizes JPMorgan Chase Bank as a third-party counterparty for the Fed Wire process.

While BENJI Token subscriptions and redemptions are typically done in fiat, namely USD, investors in the BENJI Token are not required to utilize a bank account. Zero Hash conversion services, which are available on the Benji platform, allow investors to convert US Dollar Coins (USDC) to USD, which in turn is transferred to their Franklin Templeton account and used to seamlessly purchase BENJI Tokens. Investors in the Fund may also use Zero Hash services to convert USD proceeds from the sale of BENJI Tokens to USDC. These conversions do not require USDC being on the same network as BENJI Tokens.

8. Describe anticipated tax consequences (if any) in transacting on the underlying and/or receipt of yield.
Fund distributions, which will be automatically reinvested in additional shares, are generally taxable to you as ordinary income, capital gains or some combination of both. Investment company dividends paid to you from interest earned on certain U.S. government securities may be exempt from state and local taxation, subject in some states to minimum investment or reporting requirements that must be met by the Fund.

Dividend income: Income dividends are generally subject to tax at ordinary rates. Because the Fund invests primarily in debt securities, it is expected that none of the Fund’s income dividends will be qualified dividends subject to reduced rates of taxation to individuals. A return-of-capital distribution is generally not taxable but will reduce the cost basis of your shares, and will result in a higher capital gain or a lower capital loss when you later sell your shares.

Capital gains: Fund distributions of short-term capital gains are also subject to tax at ordinary rates. Because the Fund is a money market fund, it does not expect to realize and distribute any long-term capital gains on its investments.

Sales of Fund shares: Because the Fund seeks to maintain a $1.00 per share NAV, sales of its shares will not generally result in a taxable capital gain or loss for federal or state income tax purposes.

Medicare tax: An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount. Any liability for this additional Medicare tax is reported on, and paid with, your federal income tax return.

Backup withholding: A shareholder may be subject to backup withholding on any distributions of income and capital gains if the shareholder has provided either an incorrect tax identification number or no number at all, is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, has failed to certify that the shareholder is not subject to backup withholding, or has not certified that the shareholder is a U.S. person (including a U.S. resident alien). The backup withholding rate is currently 24%. State backup withholding may also apply.

State and local taxes: Distributions of ordinary income and capital gains, if any are generally subject to state and local taxes. However, distributions of ordinary income paid to individual shareholders from interest earned by the Fund on certain U.S. Government obligations may be exempt from state and local income taxation depending on the state. Shareholders should contact their tax advisors with respect to the state and local income tax consequences of investing in the Fund, including whether Fund dividends derived from interest on U.S. government obligations held by the Fund qualify for tax free treatment.

Non-U.S. investors: Non-U.S. investors may be subject to U.S. withholding tax at 30% or a lower treaty rate on Fund dividends of ordinary income. Non-U.S. investors may be subject to U.S. estate tax on the value of their shares. They are subject to special U.S. tax certification requirements to avoid backup withholding, claim any exemptions from withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are generally provided for capital gains realized on the sale of Fund shares, capital gain dividends paid by the Fund from net long-term capital gains, short-term capital gain dividends paid by the Fund from net short-term capital gains and interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources. However, notwithstanding such exemptions from U.S. withholding tax at source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.

Other reporting and withholding requirements: Payments to a shareholder that is either a foreign financial institution or a non-financial foreign entity within the meaning of the Foreign Account Tax Compliance Act (FATCA) may be subject to a 30% withholding tax on income dividends paid by the Fund. The FATCA withholding tax generally can be avoided by such foreign entity if it provides the Fund, and in some cases, the IRS, information concerning the ownership of certain foreign financial accounts or other appropriate certifications or documentation concerning its status under FATCA. The Fund may be required to report certain shareholder account information to the IRS, non-U.S. taxing authorities or other parties to comply with FATCA.

Other tax information: This discussion of “Distributions and Taxes” is for general information only and is not tax advice. You should consult your own tax advisor regarding your particular circumstances, and about any federal, state, local and foreign tax consequences before making an investment in the Fund. Additional information about the tax consequences of investing in the Fund may be found in the SAI.

9. Describe the process and expected timeline for liquidation of assets, if given instructions to do so by Arbitrum governance.
You can redeem your shares at any time through the Institutional Web Portal, although redemptions of Fund shares will only be processed during normal business hours on business days (NYSE business days). Institutional investors making redemptions via the Institutional Web Portal will use a submitter/approver process to authorize transactions.

Redemption proceeds will be sent by electronic funds transfer (Fed Wire) from your Institutional Web Portal account to your bank account within seven days after we receive your request in proper form. Please note that this is a standard window for 1940 Act Funds. We provide our best effort for redemption proceeds to settle same-day (T+0) or next-day (T+1), depending on the time the trade is received.

Before requesting to have redemption proceeds sent to a bank account, please make sure we have your current bank account information on file.

If the bank account was added or changed within the last 15 days, you may be required to provide written instructions signed by all Fund account owners, with a signature guarantee for each Fund account owner.

Institutional Fed Wires must be received prior to 3 p.m. Pacific time in order to receive same day trade date.

We have not had any interruptions in our ability to process redemptions and subscriptions to date.

10. What amount of first-loss equity will Sponsor provide to ensure over-collateralization, how is the first-loss equity denominated, and what is the source of capital?
Since the Franklin OnChain U.S. Government Money Fund is a stable Net Asset Value (NAV) product invested in U.S. government securities, we would not anticipate a situation where the Fund, or its underlying securities, become impaired.

11. Describe the liquidity and stability of the proposed underlying assets, including anticipated settlement times from the sale of the underlying to the repayment of ARB.
The Fund only buys securities that the investment manager determines present minimal credit risks. The Fund maintains a dollar-weighted average portfolio maturity of 60 calendar days or less, maintains a dollar-weighted average life for its portfolio of 120 calendar days or less, and only buys securities that mature or are deemed to mature in 397 calendar days or less.

As of December 31, 2024, the Fund’s weighted average maturity was 21 days. 
The expected and maximum time for investors to subscribe to and redeem from the Fund depends on the time of the subscription or redemption. Subscriptions and redemptions will be facilitated our Institutional Web Portal. Institutional Fed Wires must be received prior to 3 p.m. Pacific time in order to receive same day trade date. As mentioned in question 9 above, we have not had any interruptions in our ability to process redemptions and subscriptions to date.

12. If relying on the blockchain for any of the transactional flows, please describe any blockchain derived risks and mitigations.

The blockchain(s) used by the Fund and its transfer agent will store the complete transaction history from the issuance of the Fund’s shares, and the data on the blockchain(s) is available to the public. As a result, robust and transparent data, other than shareholder personal identifying information, will be publicly available through one or more “block explorer” tools capable of displaying activity on the applicable blockchain network(s). Accordingly, the shares’ issuance, transfer and redemption data (and not a shareholder’s personal identifying information) will be exposed to the public. The personal identifying information necessary to associate a given share with the record owner of that share will be maintained by the Fund’s transfer agent in a separate, traditional database that is not available to the public. However, if there are data security breaches resulting in theft of the information necessary to link personal identity with the shares, the stolen information could be used to determine a shareholder’s identity and complete investing history in the Fund. 

The recording of Fund shares on the blockchain will not affect the Fund’s investments. The Fund intends to be a Government money market fund. Accordingly, the Fund will invest, consistent with Rule 2a-7 under the 1940 Act, at least 99.5% of its total assets in Government securities, cash and repurchase agreements collateralized fully by Government securities or cash. The Fund will not invest in any native crypto assets of public permissionless blockchains. 

Complex information technology and communications systems, such as blockchain networks, are subject to a number of different threats or risks that could adversely affect the Fund, despite the efforts of the Fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. If such an event occurs, the Fund may incur substantial costs. Any such event could expose the Fund to civil liability as well as regulatory inquiry and/or action. In addition, market events also may trigger a volume of transactions that overload current information technology and communication systems and processes, impacting the ability to conduct the Fund’s operations.

Although the investment manager has experience managing mutual funds and risk oversight, blockchain based recordkeeping systems have not yet been broadly adopted by the financial services industry. On account of this, the Fund may never achieve market acceptance, may not be able to attract sizable assets or achieve scale and may discontinue the use of the transfer agent’s blockchain-integrated recordkeeping system. Under these circumstances, the investment manager and the Fund’s board of trustees may take actions including, potentially, restructuring or liquidating the Fund. 

The transfer agent’s blockchain-integrated system is distinguishable from distributed ledgers/blockchains that lack access controls and other restrictions on which permissionless tokens are issued and transferred. Permissionless tokens include, for example, the native digital asset of distributed blockchains that are: (1) issued in a decentralized manner under no one entity’s control; and (2) unconstrained in accessibility and movement. Examples of native digital assets include Bitcoin (BTC) on the Bitcoin network and Ether (ETH) on the Ethereum network. The Fund’s blockchain-integrated recordkeeping system is a permissioned system created by the transfer agent on a public blockchain network using smart contract technology. Unlike permissionless tokens, Fund shares recorded on the transfer agent’s blockchain-integrated system are under the unilateral control of the Fund’s transfer agent. The transfer agent is responsible for maintaining the accuracy of Fund share ownership on any blockchain network used by the blockchain-integrated system and has the ability to correct errors and unauthorized transactions in, and limit the transferability of, Fund shares. 

The Fund’s blockchain-integrated recordkeeping system is a permissioned system created by the transfer agent on a public blockchain network using smart contract technology to incorporate a whitelist of permissioned wallets into the relevant smart contract (or token configuration in the case of Stellar) alongside various administrative control functions. For example, if an error or unauthorized purchase or redemption is discovered/confirmed, the transfer agent maintains full and complete control to correct the share ownership records on the blockchain network. While transactions recorded on a blockchain network can never be deleted, the transfer agent can effectively correct an unauthorized or erroneous transaction by adding an appropriate instruction to another subsequent block on the applicable blockchain (i.e., the prior activity on the blockchain would not be deleted, although the blockchain would be appended with the correct transactional history). A person or entity associated with a blockchain wallet to which Fund shares may be erroneously transferred would have no legal claim to such Fund shares. 
The occurrence of any related issue or dispute could have a material adverse effect on the Fund’s current or future business or the shares. More detailed information about blockchain technology and the networks used by the Fund’s transfer agent, including the regulatory, operational and technological risks associated with distributed ledger technology and these networks, as well as detailed information about the Fund and its policies and risks, can be found in the Fund’s Statement of Additional Information (SAI).

13. Does the product rely on any derivative product (swaps, OTC agreements)?
No, the Franklin OnChain U.S. Government Money Fund does not rely on any derivative product agreements.

14. List all the third party counterparties linked to your assets including and not restricted to prime broker if any, custodian, reporting agent, banks for derivatives or loans and provide primary contact details for the third party counterparties

As mentioned above, the Fund’s key counterparties and service providers are as follows:

Distribution and Underwriting: The Fund continuously offers its shares through Franklin Distributors, LLC. Franklin Distributors, LLC also acts as the principal underwriter in the continuous public offering of the Fund's shares.

Investment Manager and Services Provided: The Fund's investment manager is Franklin Advisers, Inc. The investment manager is a wholly owned subsidiary of Franklin Resources, Inc., a publicly owned company engaged in the financial services industry through its subsidiaries.

Administrator and Services Provided: Franklin Templeton Services, LLC (FT Services) has an agreement with the investment manager to provide certain administrative services and facilities for the Fund. FT Services is an indirect, wholly owned subsidiary of Franklin Resources, Inc. and is an affiliate of the Fund's investment manager and principal underwriter. The administrative services FT Services provides include preparing and maintaining books, records, and tax and financial reports, and monitoring compliance with regulatory requirements.

Shareholder Servicing and Transfer Agent: Franklin Templeton Investor Services, LLC (Investor Services) is the Fund's shareholder servicing agent and acts as the Fund's transfer agent and dividend-paying agent. Investor Services receives a fee for servicing Fund shareholder accounts. The Fund also will reimburse Investor Services for certain out-of-pocket expenses necessarily incurred in servicing the shareholder accounts in accordance with the terms of its servicing contract with the Fund.

Sub-Administrator: JPMorgan Chase Bank, N.A. (JPMorgan) has an agreement with FT Services to provide certain sub-administrative services for the Fund. The administrative services provided by JPMorgan include certain fund accounting, financial reporting, tax, corporate governance and compliance and legal administration services.

Custodian: JPMorgan Chase Bank, at its principal office at 270 Park Avenue, New York, NY 10017-2070, and at the offices of its branches and agencies throughout the world, acts as custodian of the Fund’s assets.

Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP, 405 Howard Street, Suite 600, San Francisco, CA 94105, is the Fund’s independent registered public accounting firm. The independent registered public accounting firm audits the financial statements included in the Fund’s Annual Report to shareholders.

As an SEC-registered mutual fund, the Fund has a Board of Trustees, an Audit Committee comprising Independent Trustees, and the Fund’s financial statements are audited by an independent public accounting firm. PricewaterhouseCoopers LLP is also the Fund’s independent registered public accounting firm, who audits the financial statements included in the Fund's Annual Report to shareholders. To see a copy of this audit report, please visit page 16 of Appendix 3 – Franklin OnChain U.S. Government Money Fund Annual Report.

15. Can you explain how is risk management (inv and operational) being done? Can you provide a copy of your risk management policy?

Operational Risk Management Responsibility and Oversight
Risk management is a critical element of Franklin Templeton’s everyday business activities and takes place at all levels of our organization. The Company applies a three lines of defense framework with risk leads from each segment/function accountable for working within their respective areas and matrix support functions to capture and report on relevant business risks, and to utilize this information as part of their ongoing planning and performance management activities to help ensure success.

The Board of Directors has principal responsibility for oversight of the company’s risk management processes. The Audit Committee receives risk management reports at least quarterly and oversees our enterprise risk assessment and risk management policies and procedures. The full board receives reports of, and provides direction to, the Enterprise Risk Management Committee at least annually.

In order to ensure that risks are viewed and managed appropriately across the enterprise, Franklin Templeton has an Enterprise Risk Management (ERM) program and Enterprise Risk Management Committee (ERMC). The ERMC is aligned to our Executive Committee and regularly reports to the company’s Board of Directors and Audit Committee about our key enterprise risks and management’s responses. The ERMC includes executive and senior-level representatives from all areas of Franklin Templeton’s business and operations.

The ERMC is chaired by the Chief Risk & Transformation Officer and comprises Executive and Senior level standing members from across the firm’s global business in order to ensure appropriate business and risk related representation, perspectives, and expertise to support the committee’s objective and responsibilities. Such members shall include, at minimum, representation from the following business areas in addition to members with regional, specific business and/or risk management:

•	Compliance
•	Corporate Communications
•	Corporate Real Estate & Facilities
•	Distribution (GAS)
•	Finance & Treasury
•	Global Operations (FTS)
•	Global Shareholder Services (FTIS)
•	Human Resources
•	Information Security (CISO)
•	Internal Audit
•	Investment Management
•	Investment Risk Management
•	Legal (GC)
•	Risk & Transformation (CRO)
•	Strategy & Planning
•	Technology

In the Chair’s absence, the Committee Chair may designate another ERMC member as Chair and changes in Committee’s members shall be recommended or pre-approved by the Chair and ratified by the ERMC.

Additional guests may be invited to attend one or more ERMC meetings on an ad hoc basis as subject matter experts and/or presenters to support the ERMC’s agenda and discussions.
The Committee is primarily responsible for governance and oversight of the firm’s ERM program and outcomes including:
•	Approval of the Committee’s charter, at least annually. 
•	Approval of the firm’s ERM framework and high-level standards
•	Promoting an enterprise-wide, risk aware, and responsive culture. 
•	Sponsoring an annual, enterprise-wide risk assessment process and forum for purpose of identifying the firm’s Key Risks.
•	Reviewing, discussing, and challenging the firm’s Key Risks, status of the associated KRI’s, the current controls and risk mitigations in place to manage these risks and any further actions needed to further reduce the risk. 
•	Guide and ratify the firm’s risk appetite, risk tolerances and Key Risk Indicators (KRI’s) for monitoring risks to ensure risks are appropriately managed within the defined tolerances.
•	Identifying, reviewing and monitoring emerging risks, as well as those arising from strategic or other business initiatives, for impacts to the firm’s Key Risks.
•	Calling for, reviewing and discussing additional risk related reports, presentations or risk related issues as helpful to managing emerging, evolving and/or other significant risks to the firm.
•	Providing governance, oversight and/or sponsorship for specific global risk management programs, initiatives and actions, including establishing ad-hoc and/or sub-committees to further the firm’s risk management efforts and effectiveness where it is beneficial to add such oversight vs creating a new governance committee.
•	Ensuring appropriate reporting and escalations to the Executive Committee, FRI Board and/or its committees.
•	Reviewing the firm’s enterprise risk management program and operating effectiveness to ensure the program is aligned with industry standards and regulatory expectations, keeps pace with business change and continues to mature.

The committee has clearly identified objectives and clear lines of responsibility among senior management, with appropriate segregation of duties, and is ultimately responsible to the Chief Executive Officer and Board of Directors.

There are also regional and legal entity risk committees that meet regularly. All regional groups are modeled after the Enterprise Risk Management Committee, with similar risk practices and processes, along with some adaptation based on the size and scope of the region.

Investment Risk Management Process
Our Investment Risk Management framework follows the industry standard three lines of defense:
•	The first line of defense is portfolio managers who identify and assess key risks and manage the response to these risks.
•	The second line of defense is the Investment Risk Management Group, who independently test and monitor first line activities, and challenge the first line. The Group also oversees the risk management framework which includes risk profiles, key indicators, and monitoring to identify and uncover risks.
•	The third line of defense is Internal Audit, whose role is to objectively test the risk controls and activities performed by the first and second lines.

Establishing an Investment Risk Framework
Investment risk is managed within a defined framework in the form of guidelines and regulations.
•	Guidelines are established for each portfolio which are aligned with your specific investment objectives and firmwide standards. They are designed to promote transparency and typically incorporate multiple risk measures including ex-ante and ex-post metrics, and portfolio weight/exposure limits. 
•	Once portfolio guidelines are agreed, restrictions are coded into our compliance system which allows for automated pre- and post-trade checking. On an ongoing basis, the Investment Risk Management Group works with portfolio management teams to measure, monitor, and report on these risks. This process seeks to ensure that portfolios are aligned with the investment team’s forward-looking views, level of conviction, and portfolio guidelines.

Role of the Investment Risk Management Group
Risk management is integral to both generating and protecting alpha, and we seek to ensure that active risk is well understood prior to and throughout all phases of the portfolio construction process. During the portfolio construction process, portfolio managers collaborate with the Investment Risk Management Group, using a mosaic of ex-ante and ex-post analytics to monitor the level and sources of risk in the portfolio, and to ensure the allocation of risk is commensurate with the portfolio’s investment objectives and forward-looking views of the investment team.

The Investment Risk Management Group is a global team, made up of professionals with complementary risk and investment backgrounds. Using Bloomberg PORT, high quality data, and rigorous methodologies, the Group calculates the overall level of expected risk, decomposed by major risk factors—typically currency risk, country/interest rate risk, and spread risk (which includes sector and issuer risks). We also use PORT to conduct stress tests and scenario analyses that evaluate the potential impact on portfolio returns of specific scenarios—both historic market events and scenarios the market is generally concerned with. 

Although risk assessment and management are essential to the fixed income investment process, portfolio managers in each strategy make the final risk management decisions.

Risk Management Policies and Procedures 
Franklin Templeton utilizes a comprehensive, integrated approach to risk management that involves a number of different committees and groups as well as formal, written policies that will vary with each group and its function. Formal committees within our organization, such as the Complex Security Review Committee, Investment Liquidity Committee, and Counterparty Credit Committee, are considered official committees and, as such, have approved charters and written policies that are maintained on an ongoing basis. This also applies to the Enterprise Risk Committee, which oversees risk at an enterprise level, as well as the independent Investment Risk Management Group which has clearly defined objectives and processes that are followed and regularly presents this information to clients. In addition, risk management is an active part of the investment process, thus, each investment team has documentation describing its research processes, including views on risk management. In these cases, as well as others within our organization, each group is responsible for an ongoing review of practices to ensure that it is effective in meeting the targeted objectives and it is aligned with current industry standards.

Performance Reporting

1. What are your proposed performance benchmarks? If this is substantially different from the underlying assets, please explain why.
The Franklin OnChain U.S. Government Money Fund does not track a benchmark index as it is structured as a “Government money market fund,” as such term is defined in or interpreted under Rule 2a-7 under the Investment Company Act of 1940 (1940 Act). The Fund seeks to provide investors with as high a level of current income as is consistent with the preservation of shareholders’ capital and liquidity. The Fund also tries to maintain a stable $1.00 share price.

2. Describe the content, format, preparation process, and cadence of performance reports. This should include proof of reserves, if appropriate. Please include a sample report.
Performance and portfolio reporting is completed quarterly, by the third week after quarter end. The client receives a quarterly packet that includes market commentary and outlook, performance attribution, and a review of the portfolio for the quarter. For a sample report, please refer to Appendix 4 – Sample Quarterly Report.

3. Who provides the performance reports in respect of the underlying assets?
The NAV calculation and publication is completed by third party administrators.

Our dedicated Global Client Service Support Team–with office hubs in London, Singapore, and New York–provides reporting support, working with the firm’s key business units such as Product Management, Portfolio Management, Global Marketing, Performance & Risk, Portfolio Accounting, Legal, and Operations.

4. Describe any formal audit process and timing of such audits.
As an SEC-registered mutual fund, the Fund has a Board of Trustees, an Audit Committee comprising Independent Trustees, and the Fund’s financial statements are audited by an independent public accounting firm. As mentioned above, PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, audits the financial statements included in the Fund’s Annual Report to shareholders. To see a copy of this audit report, please visit page 16 of Appendix 3 – Franklin OnChain U.S. Government Money Fund Annual Report.

Pricing

1. Provide a copy of your standard contract, or one similar to what is being proposed here.
For a copy our standard institutional onboarding documents, please email FTDigitalAssets@franklintempleton.com.

2. Fee summary: Inclusive of the full scope of services requested. Product Fee schedule If asset based Fee calculation for our plan if asset based Annual fee if flat fee Any other fees (including redemption or minting fees)

Franklin OnChain U.S. Government Money Fund
The Franklin OnChain U.S. Government Money Fund’s total annual fund operating expenses after fee waiver and/or expense reimbursement is 0.20% (net expense ratio) as the investment manager has contractually agreed to waive or assume certain fees and expenses until July 31, 2025. The Fund’s gross expense ratio is 0.23%. Fund shares are offered without a sales charge. For clarification on fees, please contact Ric Golubov.

Please see below table for a summary of the fees and expenses that you may pay if you buy and hold shares of the Franklin OnChain U.S. Government Money Fund:

Annual Fund Operating Expenses
Management fees 0.15%
Distribution and service (12b-1) fees None
Other expenses 0.08%
Total annual Fund operating expenses 0.23%
Fee waiver and/or expense reimbursement1 -0.03%
Total annual Fund operating expenses after fee waiver and/or expense reimbursement (2) 0.20%

1. The investment manager has agreed to waive fees and/or reimburse operating expenses (excluding certain non-routine expenses or costs, such as those relating to litigation, indemnification, reorganizations and liquidations) for the Fund so that the ratio of total annual fund operating expenses will not exceed 0.20% until July 31, 2025. During the term, the fee waiver and expense reimbursement agreement may not be terminated or amended without approval of the board of trustees except to add series or classes, to reflect the extension of the termination date or to lower the waiver and expense limitation (which would result in lower fees for shareholders).
2. Total annual Fund operating expenses are annualized.

3. Describe frequency of fee payment and its position vis-a-vis payment priority compared with other expenses (i.e., cash waterfall)
Please see the answer to Question 2 above in the “Pricing” section.

Smart Contract/Architecture

1. How many audits have you had and name of auditors? Please provide a copy of reports.

Our smart contract code has been audited by Trail of Bits as of September 2023. A detailed report can be accessed here. Updates to our smart contact code were made in May 2024 and audited by Ancilia. A detailed report can be accessed here. In addition, we have a documented and exercised DR plan, ongoing ethical hacks, pen tests and internal audits that are completed.

2. Is the project permissioned? If so how are you managing user identities? Any blacklisting/whitelisting features?
Yes, users of the Benji platform are run through typical KYC/AML verification and are whitelisted inside the contract (using ERC-20 roles).

3. Is the product present on several chains? Are there any cross-chain interactions?
The Fund currently uses the Stellar network as the primary public blockchain and Fund investors, in most cases, will initially hold their wallets on the Stellar network. However, the Fund may also use the Polygon, Aptos, Avalanche, Arbitrum, Ethereum, Solana, and Base networks for certain accounts upon request and subject to eligibility, although one or more of those other blockchain networks may not be available at certain times. Please contact us at FTDigitalAssets@franklintempleton.com to determine your eligibility to hold your wallet on a network other than Stellar and the availability of the other network. Approval to hold your wallet on a network other than Stellar is subject to the sole discretion of the Fund and its transfer agent. However, we note that for this proposal, the assets would likely be on the Arbitrum network.

Fund shares may be transferred from one shareholder wallet to another shareholder wallet (or potential shareholder wallet) (peer-to-peer) within any approved blockchain network or between any two approved blockchain networks. For more information, please see the sections of Franklin OnChain U.S. Government Money Fund Prospectus entitled “Your Account – Peer-to-Peer Transfer of Shares.”

4. Are the RWA tokens being used in any other protocols? Please describe the various components of the ecosystem
As mentioned above, the Fund currently uses the Stellar network as the primary public blockchain and Fund investors, in most cases, will initially hold their wallets on the Stellar network. However, the Fund may also use the Polygon, Aptos, Avalanche, Arbitrum, Ethereum, Solana, and Base networks for certain accounts upon request and subject to eligibility, although one or more of those other blockchain networks may not be available at certain times.

5. How are trusted roles/admins managed in the system? Which aspects of the solution require trust from users?
During the onboarding process, Franklin Templeton obtains a list of authorized users sanctioned by the client (full know-your-customer/anti-money laundering performed on all entities and entity persons). Franklin Templeton then sends out an invitation to each authorized user that will allow them to establish their username and password and set up multi-factor authentication using Okta Verify and WebAuthn (FIDO2 Compliant Devices - includes Windows Biometrics with TPM, iOS Passkeys onboarded with QR Codes, etc.).

For internal users, regular access control reviews are completed across all technical services used by the Digital Assets Technology team on a regular basis, or if there is a change in job function. There are varying levels of access based on job function and division of responsibilities as well. Access is granted based on the principle of least privilege, meaning a user is given the minimum levels of access – or permissions – needed to perform his/her job functions.

6. Is there any custom logic required for your RWA token? If so please give any details.
For tracking, no custom logic is required – it’s ERC-20 compatible. Since user-managed wallet functionality is currently disabled, all operational logic (such as creating purchases and liquidations) has to go through our Institutional Website. There are additional custom functions available such as querying pending transactions.

Supplementary

1. Please attach any further information or documents you feel would help the screening committee or ARB tokenholders make an informed decision.
For questions about this proposal, please reach out to FTDigitalAssets@franklintempleton.com.

References:

Please note that we will follow up with the Appendix Items over email.

What are the Risks?
All investments involve risk, including loss of principal. There are risks associated with the issuance, redemption, transfer, custody, and record keeping of shares maintained and recorded primarily on a blockchain. For example, shares that are issued using blockchain technology would be subject to risks, including the following: blockchain is a rapidly-evolving regulatory landscape, which might result in security, privacy or other regulatory concerns that could require changes to the way transactions in the shares are recorded. The fund’s yield may be affected by changes in interest rates and changes in credit ratings. These and other risks are discussed in the fund’s prospectus.

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund’s sponsor is not required to reimburse the fund for losses, and you should not expect that the sponsor will provide financial support to the fund at any time, including during periods of market stress. Although the fund invests in U.S. government obligations, an investment in the fund is neither insured nor guaranteed by the U.S. government.

Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. To obtain a summary prospectus and/or prospectus, which contains this and other information, talk to your financial professional, call us at (800) DIAL BEN/342-5236 or visit franklintempleton.com. Please carefully read a prospectus before you invest or send money.

© 2025 Franklin Distributors, LLC. Member FINRA/SIPC. All rights reserved.

Important Notes
The information contained in this response/questionnaire and accompanying documentation is specific to the product requested and is being provided at your express request and is for informational purposes only and is not legally binding. Any provision of the services is subject to the satisfactory completion of anti-money laundering reviews and due diligence necessary to evaluate the provision of such services, and the execution of a mutually acceptable agreement. Clients or fund investors should refer to their final account documents for relevant information and final terms.

This response (the Response) is based on the information provided in the RFP. Franklin Templeton has prepared the Response in good faith, and, to the best of its knowledge, all information provided in the Response is accurate as of the date submitted. Information, including all data, provided in the Response is unaudited, unless otherwise indicated. Any information from third-party sources is believed to be reliable, but Franklin Templeton cannot guarantee its accuracy or completeness. Franklin Templeton is under no obligation to update or correct any information provided in the Response. Data shown for currency exposure, country exposure, maturity, duration, coupon allocation, sector allocation and asset allocation may reflect certain derivatives held in the portfolio (or their underlying reference assets). Breakdowns may not total 100% or may be negative due to rounding, use of derivatives, unsettled trades or other factors.

Portfolio holdings are as of the date specified and are subject to change. Discussion of individual securities is intended to inform shareholders as to the basis (in whole or in part) for previously made decisions by a portfolio manager to buy, sell or hold a security in a portfolio. References to specific securities are not intended and should not be relied upon as the basis for anyone to buy, sell or hold any security. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies should consult their financial professional.

The information contained in the Response is solely for the purpose of responding to the RFP, shall be treated as confidential, and shall be distributed internally on an as-needed basis only. Subject to applicable regulatory requirements, it shall not be distributed or otherwise communicated to third parties (other than any consultant engaged by the issuer of the RFP to assist in connection therewith) without the prior written consent of Franklin Templeton. Any such consultant shall likewise be obligated to treat the Response as confidential.

Investing involves a high degree of risk. The issuer of the RFP is deemed to be an experienced institutional investor, financial professional or consultant and is expected to make its own independent assessment of the appropriateness and the associated risks of investing. Franklin Templeton shall not be held liable for any losses or damages arising out of any person’s reliance upon the information contained in the Response. Except as expressly provided in the Response, no person, firm, or corporation has been authorized to give any information or to make any representation other than those contained in the Response.

All investors should inform themselves as to the legal and other requirements applicable to them with respect to any investments, holdings, and/or disposition of any investments. Franklin Templeton takes no responsibility for informing or advising investors of any applicable laws or regulations.

Views or opinions expressed in the Response do not constitute investment, legal, tax, financial or other advice. The Response is neither an offer for a particular security nor a recommendation to purchase any investments. The way Franklin Templeton implements its investment strategies and the resulting portfolio holdings may change depending on a variety of factors such as market and economic conditions, as well as client account guidelines and restrictions, if applicable. The information provided in the Response is not a complete analysis of every aspect of any market, country, industry, security, strategy or portfolio. Past performance does not guarantee future results and results may differ over future time periods.

Franklin Templeton (FT) is not undertaking to provide you or your clients with impartial investment advice or advice in a fiduciary capacity. FT has a financial interest in the funds it advises and investment services it provides because of the investment management and other fees it receives.

FT does not provide legal or tax advice. Federal and state laws and regulations are complex and subject to change, which can materially impact your results. FT cannot guarantee that such information is accurate, complete or timely; and disclaims any liability arising out of your use of, or any tax position taken in reliance on, such information.

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Please visit www.franklinresources.com to be directed to your local Franklin Templeton website.