WIXLIB

NextGen College Investing Plan Cash Allocation AccountManagement’s Discussion and Analysis (Unaudited)June 30, 2014Overview of the Financial Statements (Continued)The Program’s Basic Financial Statements are prepared in accordance with the accounting and financialreporting standards for governmental entities set forth by the Governmental Accounting Standards Board(“GASB”), and as such, the Account’s Basic Financial Statements follow the accounting and financialreporting standards utilized by the Program. Amounts are reported using the accrual basis of accounting.Investments are generally reported at fair value, and all investment transactions are recorded on a trade datebasis. Changes in fair value, along with realized gains and losses, are reported as “net appreciation(depreciation) in fair value of investments” on the Statement of Changes in Fiduciary Net Position. Interestincome is recognized on the accrual basis. Contributions and withdrawals are recognized on the trade date.Expenses and liabilities are recognized when incurred, regardless of when cash is disbursed. All changes infiduciary net position are reported as soon as the underlying event giving rise to the change occurs,regardless of the timing of related cash flow. Thus, additions to and deductions from net position may bereported for some items that will result in cash flows in future fiscal years.Financial AnalysisFiduciary Net PositionTo begin the financial analysis, a summary of the Account’s assets and liabilities as of June 30, 2014 andJune 30, 2013, is presented below:June 30, 2014June 30, 2013Total AssetsTotal Liabilities 348,977,488105,476 301,029,902158,607Fiduciary Net Position 348,872,012 300,871,295(1)(1)(1)Certain reclassifications have been made to amounts previously reported in the Account’s June 30, 2013management’s discussion and analysis to conform to the current year presentation.The condensed financial information above is meant to provide a snapshot of the overall financial conditionof the Account as of the dates presented.Fiduciary net position represents the cumulative total of contributions into the Account since the Account’sinception, increased (decreased) by net investment income (or losses), and decreased by withdrawals, andmanagement fees, all of which is held for the benefit of participants and their beneficiaries.Investments comprise 334,287,120 of the Account’s total assets at June 30, 2014, and 298,381,337 atJune 30, 2013. Other assets consist of uninvested cash, accrued interest receivable and contributions thathave been received from participants but not yet invested in assets of the Account. The Account’s liabilitiesconsist of payables for management fees and withdrawals.6

NextGen College Investing Plan Cash Allocation AccountManagement’s Discussion and Analysis (Unaudited)June 30, 2014Financial AnalysisChanges in Fiduciary Net PositionThe following summarizes the changes in net position during the years ended June 30, 2014 and June 30,2013:Year EndedJune 30, 2014Year EndedJune 30, 2013 198,734,301799,033 WithdrawalsManagement al 7,999300,871,295272,733,296 348,872,012 300,871,295AdditionsContributionsNet Investment IncomeTotal AdditionsNet IncreaseFiduciary Net Position, Beginning of YearFiduciary Net Position, End of Year(1)(1)(1)Certain reclassifications have been made to amounts previously reported in the Account’s June 30, 2013management’s discussion and analysis to conform to the current year presentation.As illustrated by the summary above, the Account’s net position increased by 48,000,717 in fiscal year 2014and 28,137,999 in fiscal year 2013. This increase is attributable to contributions and net investment incomeexceeding withdrawals and management fees.7

(This page intentionally left blank)8

NextGen College Investing Plan Cash Allocation AccountBasic Financial Statements9

NextGen College Investing Plan Cash Allocation AccountStatement of Fiduciary Net PositionJune 30, 2014ASSETSInvestmentsCashContributions receivableAccrued interest receivable l AssetsLIABILITIESWithdrawals payableAccrued management fees47,45458,022105,476Total Liabilities 348,872,012FIDUCIARY NET POSITIONNextGen College Investing Plan Cash Allocation AccountStatement of Changes in Fiduciary Net PositionFor the Year Ended June 30, 2014ADDITIONSContributionsInvestment income:InterestNet appreciation in fair value of investmentsNet investment income 198,734,301785,69513,338799,033199,533,334Total AdditionsDEDUCTIONSWithdrawalsManagement fees150,830,755701,862Total Deductions151,532,617NET INCREASE48,000,717FIDUCIARY NET POSITION, BEGINNING OF YEAR300,871,295 348,872,012FIDUCIARY NET POSITION, END OF YEARSee accompanying notes to financial statements.10

NextGen College Investing Plan Cash Allocation AccountNotes to Financial StatementsJune 30, 2014NOTE 1: ORGANIZATION AND OPERATIONS(a) General The Maine College Savings Program, known as the NextGen College Investing Plan (the “Program”), wasestablished in accordance with Chapter 417-E of Title 20-A of the Maine Revised Statutes Annotated of 1964, asamended (the “Act”), to encourage the investment of funds to be used for qualified higher education expenses ateligible education institutions. The Program is designed to comply with the requirements for treatment as aqualified tuition program under Section 529 of the Internal Revenue Code of 1986, as amended. The Actauthorizes the Finance Authority of Maine (“FAME”) to administer the Program and the Maine College SavingsProgram Fund (the “Program Fund”). The Program Fund is held by FAME, and is invested under the direction ofand with the advice of a seven member Advisory Committee on College Savings, which is chaired by theTreasurer of the State of Maine (the “Treasurer”).The Program offers a variety of investment options to participants through two separate series - the Client SelectSeries and the Client Direct Series. The Client Select Series is available exclusively through financial advisors,and the Client Direct Series is distributed by FAME and through the Program's internet websites. Each seriesoffers investment portfolio options from which participants may choose (each, a "Portfolio" and collectively, the“Portfolios”). Each Portfolio has its own underlying asset allocation and expense structure.The Cash Allocation Account (the “Account”) is a separate account managed by BlackRock CapitalManagement, Inc. (“BlackRock”) that serves an underlying asset for certain Portfolios, including several of theage-based and diversified Portfolios. The Account commenced operations on September 5, 2001, and ismanaged exclusively for the Program and its Portfolios. These financial statements present only the financialposition and change in financial position of the Account.The Account is invested primarily in securities similar to those in the Retirement Reserves Money Fund of theRetirement Series Trust, managed by BlackRock Advisors, LLC. More specifically, the Account may invest insecurities that are high quality, short-term (not more than 762 days) securities, which may consist of direct U.S.Government obligations, U.S. Government agency securities, obligations of domestic and foreign banks, U.S.dollar denominated commercial paper, other short-term debt securities issued by U.S. and foreign entities, andrepurchase agreements. In addition, the Account may be invested in certificates of deposit issued by Mainefinancial institutions (“Maine CDs”) in accordance with instructions from FAME. At June 30, 2014, there are noinvestments in Maine CDs. BlackRock is responsible for the selection and management of securities other thanMaine CDs. FAME selects the financial institutions from which any Maine CDs are purchased and is responsiblefor ensuring that Maine CDs are either insured by the Federal Deposit Insurance Corporation (“FDIC”) or are fullycollateralized. FAME also determines the percentage of the assets of the Account that are invested in MaineCDs. The Account is not a registered mutual fund.(b) AdministrationFAME and the Treasurer have selected Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), anindirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”), to act as the ProgramManager pursuant to the Program Management Agreement (the “Management Agreement”), dated May 27,1999, among FAME, the Treasurer, Merrill Lynch and Financial Data Services, Inc. (“FDS”), also an indirectwholly-owned subsidiary of Bank of America, which serves as Portfolio Servicing Agent for the Account. TheManagement Agreement was amended and restated in its entirety as of February 20, 2014, and subsequentlyamended effective June 9, 2014. The Management Agreement provides that Merrill Lynch and FDS areresponsible for providing certain administrative, recordkeeping and investment services for the Account. MerrillLynch distributes certain products and services sponsored or advised by BlackRock, Inc., the parent company ofBlackRock, under a global distribution agreement. Merrill Lynch has entered into an investment advisoryagreement with BlackRock, amended and restated as of December 4, 2012 (the “Cash Allocation AccountAgreement”). Merrill Lynch has also entered into an agreement with State Street Corporation (“State Street”),pursuant to which State Street provides certain accounting services to the Account.The assets of the Account are included in the assets of the Program. The Account’s assets do not representdiscretionary assets of FAME to finance its operations and can only be used for the benefit of participants andbeneficiaries of the Program.11

NextGen College Investing Plan Cash Allocation AccountNotes to Financial StatementsJune 30, 2014NOTE 2: SIGNIFICANT ACCOUNTING POLICIES(a) Basis of AccountingIn accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)applicable to fiduciary fund types prescribed by the Governmental Accounting Standards Board ("GASB"), theProgram's financial statements are prepared using the flow of economic resources measurement focus andaccrual basis of accounting.(b) InvestmentsInvestments are reported at fair value. Net realized and unrealized gains and losses are reported as “netappreciation (depreciation) in fair value of investments” on the Statement of Changes in Fiduciary Net Position.Purchases and sales are recorded on a trade date basis. Interest income is recognized on the accrual basis.The underlying assets of the Account at June 30, 2014 include certificates of deposit, commercial paper,corporate notes, obligations of the U.S. Treasury and government sponsored entities and municipal variable ratedemand notes, all with short maturities (generally one year or less at the date of purchase), as detailed in Note 4.(c) Management FeesBlackRock provides the necessary personnel, facilities, equipment and certain other services necessary to themanagement of the Account. For such services, the Account pays to BlackRock a monthly fee based upon theaverage daily value of the Account’s fiduciary net position at an annual rate that is the lesser of: 1) the expenseratio (as determined based upon the most recent prior annual expense ratio statement) of Class II shares ofRetirement Reserves Money Fund, or 2) 0.70% of the average daily value of fiduciary net position of theAccount. For the year ended June 30, 2014, the average rate was 0.22%. There are no additional expensesaccrued at the Account level. All remaining expenses are paid by BlackRock.To enable the Account to maintain minimum levels of net investment income, BlackRock has agreed to waive aportion of its management fees under the Cash Allocation Account Agreement, and Merrill Lynch has agreed toreduce other fees due to it by BlackRock, accordingly. BlackRock and Merrill Lynch may discontinue such waiverand reimbursement at any time. Management fees reported on the Statement of Changes in Fiduciary NetPosition are net of 4,393 waived during the year ended June 30, 2014, of which 4,377 is due to the Account atJune 30, 2014, and is netted against accrued management fees on the Statement of Fiduciary Net Position.(d) ContributionsContributions represent amounts invested in the Account as a result of contributions made by participants in theProgram to the Portfolios listed in Note 3.(e) WithdrawalsWithdrawals represent amounts redeemed from the Account to satisfy participant withdrawal requests.(f) Federal Income TaxThe Program has been designed to comply with the requirements for treatment as a qualified tuition programunder Section 529 of the Internal Revenue Code of 1986, as amended. The Program and the Account areexempt from federal income tax.(g) EstimatesThe preparation of the Basic Financial Statements in conformity with U.S. GAAP requires management to makeestimates and assumptions that affect the amounts reported in the Financial Statements and accompanyingNotes to Financial Statements. Actual results could differ from management’s estimates.12

NextGen College Investing Plan Cash Allocation AccountNotes to Financial StatementsJune 30, 2014NOTE 3: UNITSEach Portfolio’s interest in the Account is evidenced by a unit. The value of each unit is equal to 1 and isdetermined based on fiduciary net positon of the Account with investments valued at net book value, instead offair value. The following details each Portfolio’s interest in the Account as of June 30, 2014:PortfolioAllianzGI Age-Based 12-14 Years PortfolioAllianzGI Age-Based 15-16 Years PortfolioAllianzGI Age-Based 17-18 Years PortfolioAllianzGI Age-Based 19 Years PortfolioAllianzGI Capital Income PortfolioBlackRock Age-Based 17-19 Years PortfolioBlackRock Age-Based 20 Years PortfolioBlackRock 75% Equity PortfolioBlackRock Fixed Income PortfolioBlackRock Balanced PortfolioFranklin Templeton Age-Based 9-12 Years PortfolioFranklin Templeton Age-Based 13-16 Years PortfolioFranklin Templeton Age-Based 17-20 Years PortfolioFranklin Templeton Age-Based 21 Years PortfolioFranklin Templeton Growth and Income PortfolioFranklin Templeton Balanced PortfolioMFS Age-Based 11-13 Years PortfolioMFS Age-Based 14-15 Years PortfolioMFS Age-Based 16-17 Years PortfolioMFS Age-Based 18 Years 0348,854,962The following reconciles the value of units outstanding to fiduciary net position reported on the Account’sJune 30, 2014 financial statements:Value of units outstandingNet adjustments to report investments at fair value 348,854,96217,050Fiduciary net position 348,872,012NOTE 4: INVESTMENTS(a) Investments by TypeThe following details the Account’s investments as of June 30, 2014:S&P Moody'sRating RatingA-1A-1A-1 A-1 A-1(1)(2)P-1P-1P-1P-1P-1IssueCertificates of Deposit - YankeeCanadian Imperial Bank of CommerceCredit Suisse / New York, NYRoyal Bank of Canada / New York, NYRoyal Bank of Canada / New York, NYUBS AG (Stamford Branch)Total Certificates of Deposit - YankeeIn thousands.Amounts rounded to the nearest hundredth percent.13FaceAmount (1)InterestRate (2) 1503/05/2015InterestRate ResetDateFairValue (1)07/17/2014 07/07/20144,999 26,005

NextGen College Investing Plan Cash Allocation AccountNotes to Financial StatementsJune 30, 2014NOTE 4: INVESTMENTS (Continued)(a) Investments by Type (Continued)S&P Moody'sRating RatingA-1A-1A-1 A-1 A-1A-1A-1A-1A-1A-1A-1A-1A-1 A-1 A-1A-1 A-1A-1A-1A-1A-1A-1 A-1A-1A-1A-1A-1A-1 A-1A-1A-1A-1A-1 A-1 A-1A-1A-1 A-1 -1P-1P-1P-1P-1P-1P-1P-1P-1FaceAmount (1)IssueCommercial PaperABN AMRO Funding USA LLC 6,000Antalis US Funding Corp5,000ANZ New Zealand Intl Ltd3,000Astrazeneca Plc5,000Bank of Nova Scotia NY7,000Bennington Stark Cap Co5,000BPCE SA13,000Caisse Centrale Desjardins du Quebec5,000Cancara Asset Secur LLC5,000Chariot Funding LLC3,000Ciesco LLC4,000Collateralized CP II Co4,000Commonwealth Bank of Australia3,000Georgia Municipal Electric Authority TECP11,168ING US Funding LLC5,000Kells Funding LLC3,000Macquarie Bank Ltd5,000Mitsubishi UFJ Trust and Banking5,000Mont Blanc Capital Corp5,000Natexis Banques Populaires US Fina1,000Northern Pines Funding LLC7,000Rabobank USA Financial Corp8,000Reckitt Benckiser TSY2,500Scaldis Capital LLC5,000Scaldis Capital LLC7,000Sheffield Receivables Corp2,000Skandinaviska Enskilda Banken AB6,000Standard Chartered Bank8,000Sumitomo Mitsui Banking Corporation10,000Suncorp Metway Ltd7,000Suncorp Metway Ltd5,000Thunder Bay Funding LLC2,500Toyota Motor Credit Corp10,000United Overseas Bk Ltd6,000Versailles Com Paper LLC11,000Victory Receivables Corp10,000Westpac Banking Corp1,000Westpac Banking Corp4,500Working Capital Mgmt7,000Total Commercial PaperIn thousands.Amounts rounded to the nearest hundredth percent.14InterestRate InterestRate ResetDateFairValue (1)07/10/2014 30/20144,50007/14/20147,000 222,614

NextGen College Investing Plan Cash Allocation AccountNotes to Financial StatementsJune 30, 2014NOTE 4: INVESTMENTS (Continued)(a) Investments by Type (Continued)S&P Moody'sRating RatingA-A2AAAAAAAAAAA-A2Aa3Aa2Aa3A1A3Aa1A-1NR (3)A-1(3)IssueCorporate NotesAmerican Express Credit CorpMedium Term NoteBarclays Bank PLCHSBC Bank PLCNational Australia Bank LimitedNational Bank of CanadaSanofi SaThe Bear Stearns Companies LLCThe Toronto-Dominion BankTotal Corporate NotesInterestRate ResetDateFairValue (1)FaceAmount (1)InterestRate (2) %1.18%1.50%1.20%5.70%1.40% 8,0000.20%(4)11/01/2041 07/03/2014 4,5230.15%(4)03/01/2036 1408/25/2014 014800 26,258Municipal BondsAA AA AA AA A-1 A-1 AA AA AA NRSan Francisco, California, City & Coun

The NextGen College Investing Plan ("the Program") is a qualified tuition program operated pursuant to Section 529 of the Internal Revenue Code (as amended) and offers a variety of investment options to participants through two separate series - the Client Direct Series and the Client Select Series. Each series offers a different menu of .