N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07807

Fidelity Revere Street Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

May 31

 

 

Date of reporting period:

November 30, 2011

Item 1. Reports to Stockholders

Fidelity® Cash Central Fund

Semiannual Report

November 30, 2011

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

Annualized Expense Ratio

Beginning
Account Value
June 1, 2011

Ending
Account Value
November 30, 2011

Expenses Paid
During Period
*
June 1, 2011 to
November 30, 2011

Actual

.0005%

$ 1,000.00

$ 1,000.60

$ .00**

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.00

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

** Amount represents less than $.01.

Semiannual Report


Investment Changes (Unaudited)

Effective Maturity Diversification

Days

% of fund's investments 11/30/11

% of fund's investments 5/31/11

% of fund's investments 11/30/10

1 - 7

60.2

70.1

74.7

8 - 30

9.4

7.8

2.7

31 - 60

7.2

1.3

0.9

61 - 90

4.6

4.9

6.3

91 - 180

11.7

13.0

3.4

> 180

6.9

2.9

12.0

Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940.

Weighted Average Maturity

 

11/30/11

5/31/11

11/30/10

Fidelity Cash Central Fund

38 Days

31 Days

46 Days

All Taxable Money Market Funds Average*

43 Days

45 Days

48 Days

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Weighted Average Life

 

11/30/11

5/31/11

11/30/10

Fidelity Cash Central Fund

51 Days

56 Days

62 Days

Weighted Average Life (WAL) is the weighted average of the life of the securities held in a fund or portfolio and can be used as a measure of sensitivity to changes in liquidity and/or credit risk. Generally, the higher the value, the greater the sensitivity. WAL is based on the dollar-weighted average length of time until principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets. The difference between WAM and WAL is that WAM takes into account interest rate resets and WAL does not. WAL for money market funds is not the same as WAL of a mortgage- or asset-backed security.

Asset Allocation (% of fund's net assets)

As of November 30, 2011

As of May 31, 2011

abc62389

Commercial Paper 1.5%

 

abc62391

Commercial Paper 0.0%

 

abc62393

Bank CDs, BAs,
TDs, and Notes 42.7%

 

abc62395

Bank CDs, BAs,
TDs, and Notes 27.4%

 

abc62397

Government
Securities 37.9%

 

abc62399

Government
Securities 33.7%

 

abc62401

Interfund Loans 0.0%

 

abc62403

Interfund Loans 0.0%

 

abc62405

Repurchase
Agreements 14.5%

 

abc62407

Repurchase
Agreements 38.9%

 

abc62409

Net Other Assets 3.4%

 

abc62411

Net Other Assets 0.0%

 

abc62413

Amount represents less than 0.1%

* Source: iMoneyNet, Inc.

Semiannual Report


Investments November 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 1.6%

 

 

Yield (a)

Principal
Amount

Value

New York Branch, Yankee Dollar, Foreign Banks - 1.6%

Sumitomo Mitsui Banking Corp.

 

12/9/11

0.19%

$ 489,000,000

$ 488,998,098

Commercial Paper - 1.5%

 

JPMorgan Chase & Co.

 

12/1/11

0.01

450,000,000

450,000,000

Federal Agencies - 29.6%

 

Fannie Mae - 2.6%

 

12/19/11 to 5/30/12

0.09 to 0.11

802,752,000

802,626,878

Federal Farm Credit Bank - 0.5%

 

11/29/12

0.21 (c)

141,500,000

141,464,416

Federal Home Loan Bank - 14.3%

 

12/30/11 to 11/15/12

0.06 to 0.41 (c)

4,415,955,000

4,415,795,026

Freddie Mac - 12.2%

 

12/21/11 to 11/2/12

0.05 to 0.21 (c)

3,781,524,000

3,784,324,509

TOTAL FEDERAL AGENCIES

9,144,210,829

U.S. Treasury Obligations - 8.3%

 

U.S. Treasury Bills - 4.2%

 

12/15/11 to 5/31/12

0.07 to 0.30

1,309,000,000

1,308,730,730

U.S. Treasury Notes - 4.1%

 

12/31/11 to 6/15/12

0.07 to 0.15

1,256,475,000

1,262,927,629

TOTAL U.S. TREASURY OBLIGATIONS

2,571,658,359

Time Deposits - 41.1%

 

Bank of America NA

 

12/1/11

0.01

1,500,000,000

1,500,000,000

Bank of Nova Scotia

 

12/1/11

0.07

500,000,000

500,000,000

Barclays Bank PLC

 

12/1/11

0.12

600,000,000

600,000,000

Citibank NA

 

12/1/11

0.09

800,000,000

800,000,000

Time Deposits - continued

 

 

Yield (a)

Principal
Amount

Value

Commerzbank AG

 

12/1/11

0.10%

$ 1,525,000,000

$ 1,525,000,000

Deutsche Bank AG

 

12/1/11

0.06

1,525,000,000

1,525,000,000

DnB NOR Bank ASA

 

12/1/11

0.07

1,000,000,000

1,000,000,000

HSBC Bank USA, NA

 

12/1/11

0.05

500,000,000

500,000,000

JPMorgan Chase & Co.

 

12/1/11

0.01

1,000,000,000

1,000,000,000

Nordea Bank AB

 

12/1/11

0.05

700,000,000

700,000,000

Royal Bank of Scotland NV

 

12/1/11

0.07

1,525,000,000

1,525,000,000

Swedbank AB

 

12/1/11

0.08

1,525,000,000

1,525,000,000

TOTAL TIME DEPOSITS

12,700,000,000

Interfund Loans - 0.0%

 

With Fidelity China Region Fund at 0.33% due 12/1/11 (b)

5,130,000

5,130,000

Repurchase Agreements -14.5%

Maturity
Amount

 

In a joint trading account at:

0.1% dated 11/30/11 due 12/1/11:

(Collateralized by U.S. Treasury Obligations) #

$ 34,155,095

34,155,000

(Collateralized by U.S. Treasury Obligations) #

747,382,093

747,380,000

0.12% dated 11/30/11 due 12/1/11 (Collateralized by U.S. Government Obligations) #

42,620,140

42,620,000

0.14% dated 11/30/11 due 12/1/11 (Collateralized by U.S. Government Obligations) #

10,199,039

10,199,000

With:

Barclays Capital, Inc. at:

0.09%, dated 11/29/11 due 12/6/11 (Collateralized by U.S. Treasury Obligations valued at $703,198,661, 0% - 6.63%, 1/31/12 - 5/15/41)

686,012,005

686,000,000

Repurchase Agreements - continued

Maturity
Amount

Value

Barclays Capital, Inc. at: - continued

0.11%, dated 11/28/11 due 12/5/11 (Collateralized by U.S. Treasury Obligations valued at $692,893,453, 1% - 6.75%, 7/15/12 - 5/15/41)

$ 678,014,502

$ 678,000,000

0.15%, dated 11/7/11 due 12/7/11 (Collateralized by U.S. Government Obligations valued at $656,945,688, 3% - 7.5%, 2/1/18 - 12/1/47)

644,161,000

644,000,000

0.18%, dated 11/9/11 due 12/7/11 (Collateralized by U.S. Government Obligations valued at $657,972,369, 3% - 8%, 6/1/19 - 11/1/41)

645,287,025

645,000,000

Citigroup Global Capital Markets, Inc. at 0.1%, dated 11/30/11 due 12/7/11 (Collateralized by U.S. Treasury Obligations valued at $348,840,973, 0.75% - 3%, 3/31/13 - 2/28/17)

342,006,650

342,000,000

UBS Securities LLC at 0.19%, dated 12/7/11 due 12/7/11 (d)

649,106,184

649,000,000

TOTAL REPURCHASE AGREEMENTS

4,478,354,000

TOTAL INVESTMENT PORTFOLIO - 96.6%

(Cost $29,838,351,286)

29,838,351,286

NET OTHER ASSETS (LIABILITIES) - 3.4%

1,051,864,237

NET ASSETS - 100%

$ 30,890,215,523

Legend

(a) Yield represents either the annualized yield at the date of purchase, or the stated coupon rate, or, for floating and adjustable rate securities, the rate at period end.

(b) Loan is with an affiliated fund.

(c) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(d) Represents a forward settling transaction and therefore no collateral securities had been allocated as of period end. The agreement anticipated the delivery of Collateralized Mortgage Obligations as collateral on settlement date.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$34,155,000 due 12/01/11 at 0.10%

BNP Paribas Securities Corp.

$ 373,999

HSBC Securities (USA), Inc.

33,781,001

 

$ 34,155,000

$747,380,000 due 12/01/11 at 0.10%

BNP Paribas Securities Corp.

$ 392,423,198

Barclays Capital, Inc.

208,735,744

Merrill Lynch, Pierce, Fenner & Smith, Inc.

146,221,058

 

$ 747,380,000

Repurchase Agreement / Counterparty

Value

$42,620,000 due 12/01/11 at 0.12%

Barclays Capital, Inc.

$ 10,311,290

Merrill Lynch, Pierce, Fenner & Smith, Inc.

13,060,968

UBS Securities LLC

13,748,387

Wells Fargo Securities LLC

5,499,355

 

$ 42,620,000

$10,199,000 due 12/01/11 at 0.14%

Commerz Markets LLC

$ 898,026

ING Financial Markets LLC

3,053,288

Mizuho Securities USA, Inc.

6,123,913

RBC Capital Markets Corp.

123,773

 

$ 10,199,000

Other Information

The date shown for securities represents the date when principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets.

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At May 31, 2011, the Fund had a capital loss carryforward of approximately $464,715 all of which will expire in fiscal 2018. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 

November 30, 2011 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $4,478,354,000) - See accompanying schedule:

Unaffiliated issuers (cost $29,833,221,286)

$ 29,833,221,286

 

Other affiliated issuers (cost $5,130,000)

5,130,000

 

Total Investments (cost $29,838,351,286)

 

$ 29,838,351,286

Cash

 

2,509,999,533

Interest receivable

8,561,441

Other affiliated receivables

48

Other receivables

141,460

Total assets

32,357,053,768

 

 

 

Liabilities

Payable for investments purchased

$ 1,463,865,419

Distributions payable

2,831,365

Other payables and accrued expenses

141,461

Total liabilities

1,466,838,245

 

 

 

Net Assets

$ 30,890,215,523

Net Assets consist of:

 

Paid in capital

$ 30,890,747,976

Distributions in excess of net investment income

(61,265)

Accumulated undistributed net realized gain (loss) on investments

(471,188)

Net Assets, for 30,883,093,930 shares outstanding

$ 30,890,215,523

Net Asset Value, offering price and redemption price per share ($30,890,215,523 ÷ 30,883,093,930 shares)

$ 1.00

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended November 30, 2011 (Unaudited)

 

 

 

Investment Income

 

 

Interest (including $67,089 from affiliated interfund lending)

 

$ 19,461,934

 

 

 

Expenses

Custodian fees and expenses

$ 88,090

Independent trustees' compensation

59,098

Total expenses before reductions

147,188

Expense reductions

(143,247)

3,941

Net investment income (loss)

19,457,993

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(42)

Total net realized gain (loss)

 

Net increase in net assets resulting from operations

$ 19,457,951

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended November 30, 2011 (Unaudited)

Year ended
May 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 19,457,993

$ 59,945,197

Net realized gain (loss)

(42)

35,693

Net increase in net assets resulting
from operations

19,457,951

59,980,890

Distributions to shareholders from net investment income

(19,457,982)

(59,946,178)

Affiliated share transactions at net asset value of
$1.00 per share
Proceeds from sales of shares

124,515,244,582

232,843,644,862

Cost of shares redeemed

(126,610,727,682)

(224,743,775,054)

Net increase (decrease) in net assets and shares resulting from share transactions

(2,095,483,100)

8,099,869,808

Total increase (decrease) in net assets

(2,095,483,131)

8,099,904,520

 

 

 

Net Assets

Beginning of period

32,985,698,654

24,885,794,134

End of period (including distributions in excess of net investment income of $61,265 and distributions in excess of net investment income of $61,276, respectively)

$ 30,890,215,523

$ 32,985,698,654

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

 

Six months ended
November 30, 2011

Years ended May 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)

  .001

  .002

  .003

  .014

  .043

  .053

Distributions from net investment income

  (.001)

  (.002)

  (.003)

  (.014)

  (.043)

  (.053)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

  .06%

  .21%

  .26%

  1.41%

  4.34%

  5.43%

Ratios to Average Net Assets E

 

 

 

 

 

 

Expenses before reductions D

  -% A

  -%

  -%

  -%

  -%

  -%

Expenses net of fee waivers, if any D

  -% A

  -%

  -%

  -%

  -%

  -%

Expenses net of all reductions D

  -% A

  -%

  -%

  -%

  -%

  -%

Net investment income (loss)

  .12% A

  .20%

  .25%

  1.54%

  4.29%

  5.30%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 30,890,216

$ 32,985,699

$ 24,885,794

$ 18,894,544

$ 32,412,258

$ 28,623,746

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Amount represents less than .01%.

E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by
the Fund during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

Semiannual Report

See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements

For the period ended November 30, 2011 (Unaudited)

1. Organization.

Fidelity® Cash Central Fund (the Fund) is a fund of Fidelity Revere Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. Shares of the Fund are only offered to other investment companies and accounts (the Investing Funds) managed by Fidelity Management & Research Company (FMR), or its affiliates.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates fair value. The amortized cost of an instrument is determined by valuing it at its original cost and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. Securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value are not quoted prices in an active market.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

2. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ -

Gross unrealized depreciation

-

Net unrealized appreciation (depreciation) on securities and other investments

$ -

 

 

Tax cost

$ 29,838,351,286

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be May 31, 2012.

3. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Reverse Repurchase Agreements. To enhance its yield, the Fund may enter into reverse repurchase agreements whereby the Fund transfers securities to a counterparty who then agrees to transfer them back to the Fund at a future date and agreed upon price, reflecting a rate of interest below market rate. Securities sold under a reverse repurchase agreement, if any, are recorded as a liability in the accompanying Statement of Assets and Liabilities. The Fund receives cash proceeds, which are invested in other securities, and agrees to repay the proceeds plus any accrued interest in return for the same securities transferred. The Fund continues to receive interest payments on the transferred securities during the term of the reverse repurchase agreement. During the period that a reverse repurchase agreement is outstanding, the Fund identifies cash and liquid securities as segregated in its custodian records with a value at least equal to its obligation under the agreement. If the counterparty defaults on its obligation, because of insolvency or other reasons, the Fund could experience delays and costs in recovering the security or in gaining access to the collateral. At period end, there were no reverse repurchase agreements outstanding.

Semiannual Report

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with FIMM, FMR pays FIMM a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Trustees, and certain exceptions such as interest expense.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans at period end are presented under the caption "Interfund Loans" in the Fund's Schedule of Investments with accrued interest included in Other affiliated receivables on the Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Lender

$ 15,243,397

.34%

5. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $59,098.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $84,149.

6. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by FMR or an FMR affiliate were the owners of record of all of the outstanding shares of the Fund.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Cash Central Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Nominating and Governance, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the lack of compensation payable under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Investments Money Management, Inc., and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that Fidelity Management & Research Company (FMR) has devoted increased resources to non U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by FMR or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Semiannual Report

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures and rationale for recommending different fees among different categories of funds and classes, as well as Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes; (vi) the reasons why certain expenses affect various funds and classes differently; (vii) Fidelity's transfer agent fees, expenses, and services and how the benefits of decreased costs and new efficiencies can be shared across all of the Fidelity funds; (viii) the reasons for and consequences of changes to certain product lines compared to competitors; (ix) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

Fidelity® Municipal
Cash Central Fund

Semiannual Report

November 30, 2011

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

MCC-SANN-0112
1.734025.111

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

Annualized Expense Ratio

Beginning
Account Value
June 1, 2011

Ending
Account Value
November 30, 2011

Expenses Paid
During Period
*
June 1, 2011 to
November 30, 2011

Actual

.0014%

$ 1,000.00

$ 1,000.60

$ .01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.99

$ .01

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Effective Maturity Diversification

Days

% of fund's investments 11/30/11

% of fund's investments 5/31/11

% of fund's
investments
11/30/10

1 - 7

99.8

100.0

100.0

8 - 30

0.2

0.0

0.0

Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940.

Weighted Average Maturity

 

11/30/11

5/31/11

11/30/10

Fidelity® Municipal Cash Central Fund

3 Days

3 Days

3 Days

All Tax-Free Money Market Funds
Average
*

33 Days

24 Days

32 Days

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Weighted Average Life

 

11/30/11

5/31/11

11/30/10

Fidelity Municipal Cash Central Fund

3 Days

3 Days

3 Days

Weighted Average Life (WAL) is the weighted average of the life of the securities held in a fund or portfolio and can be used as a measure of sensitivity to changes in liquidity and/or credit risk. Generally, the higher the value, the greater the sensitivity. WAL is based on the dollar-weighted average length of time until principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets. The difference between WAM and WAL is that WAM takes into account interest rate resets and WAL does not. WAL for money market funds is not the same as WAL of a mortgage- or asset-backed security.

Asset Allocation (% of fund's net assets)

As of November 30, 2011

As of May 31, 2011

def62417

Variable Rate Demand Notes (VRDNs) 99.0%

 

def62417

Variable Rate Demand Notes (VRDNs) 99.9%

 

def62420

Commercial Paper (including
CP Mode) 0.5%

 

def62420

Commercial Paper (including
CP Mode) 0.2%

 

def62423

Net Other
Assets 0.5%

 

def62425

Net Other
Assets (0.1)%

 

def62427

* Source: iMoneyNet, Inc.

Net Other Assets are not included in the pie chart.

Semiannual Report


Investments November 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Municipal Securities - 99.5%

Principal Amount

Value

Alabama - 4.1%

Auburn Univ. Gen. Fee Rev. Participating VRDN Series WF 11 53 C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

$ 7,030,000

$ 7,030,000

Columbia Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Proj.):

Series 1995 B, 0.09% 12/1/11, VRDN (b)

3,000,000

3,000,000

Series 1995 C, 0.19% 12/1/11, VRDN (b)

13,500,000

13,500,000

Series 1995 E, 0.12% 12/1/11, VRDN (b)

6,600,000

6,600,000

Daphne-Villa Mercy Spl. Care Facilities Fing. Auth. Rev. (Mercy Med. Hosp. Proj.) 0.12% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

10,000,000

10,000,000

Mobile Indl. Dev. Board Exempt Facilities Rev. Series 1997, 0.11% 12/7/11 (Kimberly-Clark Corp. Guaranteed), VRDN (b)

3,000,000

3,000,000

Mobile Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Barry Plant Proj.) Series 2009, 0.13% 12/1/11, VRDN (b)

12,000,000

12,000,000

Mobile Indl. Dev. Board Rev. (Alabama Pwr. Theodore Plant Proj.) Series A, 0.13% 12/1/11, VRDN (b)(c)

10,000,000

10,000,000

Pell City Spl. Care Facilities Rev. (Noland Health Svcs., Inc. Proj.) Series 2009 A, 0.14% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

1,000,000

1,000,000

Walker County Econ. & Indl. Dev. Auth. Solid Waste Disp. Rev. (Alabama Pwr. Co. Plant Gorgas Proj.) Series 2007, 0.13% 12/1/11, VRDN (b)(c)

19,000,000

19,000,000

West Jefferson Indl. Dev. Board Solid Waste Disp. Rev. (Alabama Pwr. Co. Miller Plant Proj.) Series 2008, 0.13% 12/1/11, VRDN (b)(c)

95,900,000

95,900,000

Wilsonville Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Gaston Plant Proj.) Series 2008, 0.13% 12/1/11, VRDN (b)(c)

24,890,000

24,890,000

 

205,920,000

Alaska - 0.4%

Valdez Marine Term. Rev.:

(Exxon Pipeline Co. Proj.) Series 1985, 0.06% 12/1/11 (Exxon Mobil Corp. Guaranteed), VRDN (b)

14,700,000

14,700,000

(Phillips Trans. Alaska, Inc. Proj.):

Series 1994 B, 0.15% 12/7/11 (ConocoPhillips Guaranteed), VRDN (b)

2,000,000

2,000,000

Series 1994 C, 0.18% 12/7/11 (ConocoPhillips Guaranteed), VRDN (b)

5,000,000

5,000,000

 

21,700,000

Municipal Securities - continued

Principal Amount

Value

Arizona - 0.4%

Coconino County Poll. Cont. Corp. Rev. (Arizona Pub. Svc. Co. Navajo Proj.) Series 2009 B, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

$ 8,110,000

$ 8,110,000

Maricopa County Indl. Dev. Auth. Multi-family Hsg. Rev.:

(Glenn Oaks Apts. Proj.) Series 2001, 0.18% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

4,200,325

4,200,325

(San Martin Apts. Proj.) Series A1, 0.15% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

1,300,000

1,300,000

(San Miguel Apts. Proj.) Series 2003, 0.15% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

1,300,000

1,300,000

Mesa Util. Sys. Rev. Participating VRDN Series ROC II R 11959X, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

2,750,000

2,750,000

Phoenix Civic Impt. Corp. Wtr. Sys. Rev. Participating VRDN Series ROC II R 12311, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

1,900,000

1,900,000

Tempe Indl. Dev. Auth. Rev. (ASUF Brickyard Proj.) Series 2004 A, 0.26% 12/7/11, LOC Bank of America NA, VRDN (b)

1,000,000

1,000,000

 

20,560,325

Arkansas - 0.1%

Arkansas Dev. Fin. Auth. Multi-family Hsg. Rev. (Kiehl Partners LP Proj.) Series 2004 A, 0.2% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)

980,000

980,000

Osceola Solid Waste Disp. Rev. (Plum Point Energy Associates, LLC Proj.) 0.13% 12/7/11, LOC Royal Bank of Scotland PLC, VRDN (b)(c)

5,000,000

5,000,000

 

5,980,000

California - 13.4%

Affordable Hsg. Agcy. Multi-family Hsg. Rev. (Westridge at Hilltop Apts.) Series 2003 A, 0.13% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)

4,390,000

4,390,000

Bay Area Toll Auth. San Francisco Bay Toll Bridge Rev. Participating VRDN Series II R 11901, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

2,035,000

2,035,000

Belmont-Redwood Shores Sdhs Participating VRDN Series WF 11 10, 0.15% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

10,360,000

10,360,000

California Edl. Facilities Auth. Rev. Participating VRDN Series BBT 2014, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (b)(d)

1,940,000

1,940,000

Municipal Securities - continued

Principal Amount

Value

California - continued

California Gen. Oblig.:

Series 2003 A2, 0.08% 12/1/11, LOC Bank of Montreal, VRDN (b)

$ 6,550,000

$ 6,550,000

Series 2004 A1, 0.08% 12/1/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (b)

12,000,000

12,000,000

Series 2004 A4, 0.09% 12/1/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (b)

27,150,000

27,150,000

Series 2004 A5, 0.08% 12/1/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (b)

2,970,000

2,970,000

Series 2004 B2, 0.07% 12/1/11, LOC Citibank NA, VRDN (b)

5,900,000

5,900,000

California Health Facilities Fing. Auth. Rev.:

(Adventist Health Sys. West Proj.) Series 2009 B, 0.08% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

3,900,000

3,900,000

(Children's Hosp. Los Angeles Proj.) Series 2010 B, 0.2% 12/1/11, LOC Bank of America NA, VRDN (b)

2,000,000

2,000,000

(St. Joseph Health Sys. Proj.) Series 2011 B, 0.07% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

10,950,000

10,950,000

California Hsg. Fin. Agcy. Rev.:

(Home Mtg. Prog.):

Series 2003 H, 0.11% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

9,475,000

9,475,000

Series 2003 M, 0.11% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

4,445,000

4,445,000

Series 2006 C, 0.12% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

73,900,000

73,900,000

Series 2006 F1, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

3,625,000

3,625,000

Series 2007 H, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

4,400,000

4,400,000

Series 2007 K, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

10,100,000

10,100,000

Series 2008 D, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

3,500,000

3,500,000

Series 2008 F, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

14,260,000

14,260,000

Municipal Securities - continued

Principal Amount

Value

California - continued

California Hsg. Fin. Agcy. Rev.: - continued

(Multifamily Hsg. Prog.) Series 2007 H, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

$ 6,400,000

$ 6,400,000

California Infrastructure & Econ. Dev. Bank Rev.:

(Los Angeles County Museum of Natural History Foundation Proj.):

Series 2008 A, 0.07% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

12,495,000

12,495,000

Series 2008 B, 0.07% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

4,630,000

4,630,000

(Pacific Gas and Elec. Co. Proj.):

Series 2009 A, 0.08% 12/1/11, LOC Mizuho Corporate Bank Ltd., VRDN (b)

48,740,000

48,740,000

Series 2009 B, 0.08% 12/1/11, LOC Mizuho Corporate Bank Ltd., VRDN (b)

28,530,000

28,530,000

Series 2009 C, 0.08% 12/1/11, LOC Sumitomo Mitsui Banking Corp., VRDN (b)

58,510,000

58,510,000

(RAND Corp. Proj.) Series 2008 B, 0.14% 12/1/11, LOC Bank of America NA, VRDN (b)

4,200,000

4,200,000

California Poll. Cont. Fing. Auth. Ctfs. of Prtn. (Pacific Gas & Elec. Co. Proj.) Series 1997 B, 0.12% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

24,400,000

24,400,000

California Statewide Cmntys. Dev. Auth. Gas Supply Rev. Series 2010, 0.12% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (b)

7,200,000

7,200,000

California Statewide Cmntys. Dev. Auth. Multi-family Hsg. Rev.:

(Coventry Place Apts. Proj.) Series 2002 JJ, 0.18% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

5,165,000

5,165,000

(Irvine Apt. Cmntys. LP Proj.):

Series 2001 W1, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

18,300,000

18,300,000

Series 2001 W2, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

31,538,000

31,538,000

Series 2001 W3, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

18,000,000

18,000,000

(Northwest Gateway Apts. Proj.) Series 2004 C, 0.14% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

7,045,000

7,045,000

(The Crossings at Elk Grove Apts.) Series H, 0.15% 12/7/11, LOC Citibank NA, VRDN (b)(c)

7,750,000

7,750,000

Municipal Securities - continued

Principal Amount

Value

California - continued

Fremont Gen. Oblig. Ctfs. of Prtn. (2008 Fing. Proj.) 0.12% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

$ 6,700,000

$ 6,700,000

Los Angeles Cmnty. Redev. Agcy. Multi-family Hsg. Rev. (Hollywood & Vine Apts. Proj.) Series A, 0.13% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

10,000,000

10,000,000

Los Angeles Dept. of Wtr. & Pwr. Wtrwks. Rev. Participating VRDN Series ROC II R 12322, 0.11% 12/1/11 (Liquidity Facility Citibank NA) (b)(d)

24,270,000

24,270,000

Los Angeles Gen. Oblig. Participating VRDN:

Series Putters 3930, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

29,995,000

29,995,000

Series Putters 3931, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

25,290,000

25,290,000

Los Angeles Multi-family Hsg. Rev. (Colonia Corona Apts. Proj.) Series 2004 D, 0.14% 12/7/11, LOC Citibank NA, VRDN (b)(c)

2,700,000

2,700,000

Menlo Park Cmnty. Dev. Agcy. Tax (Las Pulgas Cmnty. Dev. Proj.) Series 2006, 0.15% 12/1/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)

23,900,000

23,900,000

Milpitas Multiple-family Rev. (Crossing at Montague Proj.) Series A, 0.14% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

16,000,000

16,000,000

Sacramento County Sanitation District Fing. Auth. Rev. (Sacramento Reg'l. County Sanitation District Proj.) Series 2008 B, 0.09% 12/1/11, LOC Morgan Stanley Bank, West Valley City Utah, VRDN (b)

3,600,000

3,600,000

Sacramento Hsg. Auth. Multi-family (Phoenix Park II Apts. Proj.) 0.15% 12/7/11, LOC Citibank NA, VRDN (b)(c)

8,484,000

8,484,000

San Diego Cmnty. College District Participating VRDN Series WF11 87C, 0.15% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

10,000,000

10,000,000

San Francisco City & County Redev. Agcy. Multi-family Hsg. Rev. (Antonia Manor Apts. Proj.) Series 2000 E, 0.13% 12/7/11, LOC Citibank NA, VRDN (b)(c)

2,050,000

2,050,000

San Jose Multi-family Hsg. Rev. (Siena at Renaissance Square Proj.) Series 1996 A, 0.13% 12/7/11, LOC Key Bank NA, VRDN (b)(c)

6,000,000

6,000,000

San Pablo Redev. Agcy. 0.15% 12/1/11, LOC Union Bank of California, VRDN (b)

4,450,000

4,450,000

Santa Cruz Redev. Agcy. Multi-family Rev. (Shaffer Road Apts. Proj.) Series A, 0.13% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

4,925,000

4,925,000

 

675,117,000

Municipal Securities - continued

Principal Amount

Value

Colorado - 0.5%

Colorado Hsg. & Fin. Auth.:

Series 2002 B3, 0.12% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)

$ 2,380,000

$ 2,380,000

Series 2002 C3, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

895,000

895,000

Colorado Hsg. Fin. Auth. Single Family Mtg. Rev. Series 2008 A3, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

7,750,000

7,750,000

Colorado Reg'l. Trans. District Sales Tax Rev. Participating VRDN:

Series EGL 07 0036, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

12,500,000

12,500,000

Series ROC II R 11918, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

3,340,000

3,340,000

 

26,865,000

Connecticut - 0.6%

Connecticut Dev. Auth. Poll. Cont. Rev. Bonds (New England Pwr. Co. Proj.) Series 1999, 0.5% tender 12/6/11, CP mode

5,400,000

5,400,000

Connecticut Health & Edl. Facilities Auth. Rev.:

(Edgehill Proj.) Series 2000 C, 0.15% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

9,700,000

9,700,000

Participating VRDN:

Series BBT 08 32, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (b)(d)

9,500,000

9,500,000

Series Putters 2862, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

7,735,000

7,735,000

 

32,335,000

Delaware - 0.4%

Delaware Econ. Dev. Auth. Rev.:

(Delmarva Pwr. & Lt. Co. Proj.):

Series 1993 C, 0.4% 12/7/11, VRDN (b)

5,800,000

5,800,000

Series 1999 B, 0.45% 12/7/11, VRDN (b)(c)

1,100,000

1,100,000

(Peninsula United Methodist Homes, Inc. Proj.) Series A, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (b)

13,000,000

13,000,000

 

19,900,000

Municipal Securities - continued

Principal Amount

Value

District Of Columbia - 0.9%

District of Columbia Rev. (Medlantic/Helix Proj.) Series 1998 A Tranche I, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

$ 39,000,000

$ 39,000,000

Metropolitan Washington DC Arpts. Auth. Sys. Rev. Participating VRDN Series Putters 3967 Z, 0.22% 12/7/11 (Liquidity Facility JPMorgan Chase Bank) (b)(c)(d)

5,000,000

5,000,000

 

44,000,000

Florida - 8.9%

Alachua County Health Facilities Auth. Continuing Care Retirement Cmnty. Rev. (Oak Hammock at The Univ. of Florida, Inc. Proj.):

Series 2007, 0.15% 12/1/11, LOC Bank of Scotland PLC, VRDN (b)

18,715,000

18,715,000

Series A, 0.15% 12/1/11, LOC Bank of Scotland PLC, VRDN (b)

14,000,000

14,000,000

Brevard County Indl. Dev. Rev. (Pivotal Util. Hldgs., Inc. Proj.) Series 2005, 0.09% 12/1/11 (AGL Resources, Inc. Guaranteed), LOC Bank of Tokyo-Mitsubishi UFJ Ltd., VRDN (b)(c)

20,000,000

20,000,000

Broward County Port Facilities Rev. (Port Everglades Proj.) Series 2008, 0.12% 12/7/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)(c)

27,565,000

27,565,000

Coconut Creek Indl. Dev. Rev. (Elite Aluminum Corp. Proj.) Series 2002, 0.48% 12/7/11, LOC Bank of America NA, VRDN (b)(c)

2,150,000

2,150,000

Dade County Indl. Dev. Auth. Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) 0.12% 12/1/11, VRDN (b)

8,500,000

8,500,000

Dade County Indl. Dev. Auth. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 1993, 0.12% 12/1/11, VRDN (b)

43,700,000

43,700,000

Florida Board of Ed. Pub. Ed. Cap. Outlay Participating VRDN Series WF11 60 C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

7,555,000

7,555,000

Florida Hsg. Fin. Corp. Multi-family Mtg. Rev.:

(Clascona Groves Apts. Proj.) Series A, 0.18% 12/7/11, LOC Citibank NA, VRDN (b)(c)

3,080,000

3,080,000

(Heather Glenn Apts. Proj.) Series 2003 H, 0.13% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

6,660,000

6,660,000

(Pinnacle Pointe Apts. Proj.) Series 2003 N, 0.18% 12/7/11, LOC Citibank NA, VRDN (b)(c)

13,580,000

13,580,000

Florida Hsg. Fin. Corp. Rev. (Tuscany Lakes Apts. Proj.) Series 2002 K1, 0.19% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

6,500,000

6,500,000

Municipal Securities - continued

Principal Amount

Value

Florida - continued

Florida Muni. Pwr. Agcy. Rev. (All-Requirements Pwr. Supply Proj.) Series 2008 C, 0.14% 12/1/11, LOC Bank of America NA, VRDN (b)

$ 5,000,000

$ 5,000,000

Highlands County Health Facilities Auth. Rev. (Adventist Health Sys./Sunbelt, Inc. Prog.) Series 2005 F, 0.12% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

11,000,000

11,000,000

Jacksonville Elec. Auth. Elec. Sys. Rev. Series Three 2008 B4, 0.09% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

7,285,000

7,285,000

Jacksonville Health Facilities Auth. Hosp. Rev. (Baptist Med. Ctr. Proj.) Series 2001, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

1,300,000

1,300,000

Jacksonville Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 1995, 0.12% 12/1/11, VRDN (b)

49,500,000

49,500,000

Manatee County Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 1994, 0.12% 12/1/11, VRDN (b)

16,160,000

16,160,000

Martin County Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 2000, 0.12% 12/1/11, VRDN (b)

73,600,000

73,600,000

Miami-Dade County Indl. Dev. Auth. Rev. (Tarmac America Proj.) Series 2004, 0.23% 12/7/11, LOC Bank of America NA, VRDN (b)(c)

4,100,000

4,100,000

Ocean Hwy. & Port Auth. Rev. Series 1990, 0.18% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

1,400,000

1,400,000

Orange County Hsg. Fin. Auth. Multi-family Rev.:

(Regal Pointe Apts. Proj.) Series 1997 A, 0.13% 12/7/11, LOC Freddie Mac, VRDN (b)(c)

755,000

755,000

(Wtr. View Club Proj.) Series 1997 D, 0.16% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

1,945,000

1,945,000

Palm Beach County Rev. (Norton Gallery and School of Art, Inc. Proj.) Series 1995, 0.22% 12/7/11, LOC Northern Trust Co., VRDN (b)

3,000,000

3,000,000

Pinellas County Health Facilities Auth. Rev. (BayCare Health Sys. Proj.) Series 2009 A1, 0.09% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

28,000,000

28,000,000

Polk County School Board Ctfs. of Prtn. (Master Lease Prog.):

Series 2009 A, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

2,300,000

2,300,000

Series 2009 B, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

1,800,000

1,800,000

Putnam County Dev. Auth. Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 1994, 0.12% 12/1/11, VRDN (b)

4,480,000

4,480,000

Saint Johns County Hsg. Fin. Auth. Multifamily Hsg. Rev. (Ponce Hbr. Apts. Proj.) Series 2001 A, 0.15% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

5,785,000

5,785,000

Municipal Securities - continued

Principal Amount

Value

Florida - continued

South Florida Wtr. Mgmt. District Ctfs. of Prtn. Participating VRDN Series ROC II R 12313, 0.11% 12/1/11 (Liquidity Facility Citibank NA) (b)(d)

$ 40,700,000

$ 40,700,000

Tallahassee Energy Sys. Rev. Participating VRDN Series MS 3273 X, 0.18% 12/7/11 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (b)(d)

6,500,000

6,500,000

Volusia County Hsg. Fin. Auth. Multi-family Hsg. Rev. (Saxon Trace Apts. Proj.) Series 2003, 0.15% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

8,900,000

8,900,000

Winter Haven Util. Sys. Impt. & Rfdg. Rev. Participating VRDN Series Solar 06 54, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (b)(d)

5,200,000

5,200,000

 

450,715,000

Georgia - 2.2%

Athens-Clarke County Unified Govt. Dev. Auth. Rev. (Univ. of Georgia Athletic Assoc. Proj.):

Series 2003, 0.15% 12/1/11, LOC Bank of America NA, VRDN (b)

5,485,000

5,485,000

Series 2005 B, 0.15% 12/1/11, LOC Bank of America NA, VRDN (b)

11,975,000

11,975,000

Atlanta Urban Residential Fin. Auth. Multi-family Hsg. Rev. (Carver Redev. Phase III Proj.) Series 2001, 0.15% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

3,805,000

3,805,000

Bartow County Dev. Auth. Poll. Cont. Rev. (Georgia Pwr. Co. Plant Bowen Proj.) Second Series 1998, 0.16% 12/1/11, VRDN (b)(c)

12,000,000

12,000,000

Bulloch County Dev. Auth. Indl. Dev. Rev. (Gold Kist, Inc. Proj.) Series 1995, 0.3% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

2,700,000

2,700,000

Burke County Indl. Dev. Auth. Poll. Cont. Rev. (Georgia Pwr. Co. Plant Vogtle Proj.) Eighth Series 1994, 0.19% 12/1/11, VRDN (b)

18,890,000

18,890,000

Fulton County Hosp. Auth. Rev. (Northside Hosp. Proj.) Series 2003 B, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

2,000,000

2,000,000

Georgia Gen. Oblig. Participating VRDN Series MT 729, 0.2% 12/7/11 (Liquidity Facility Bank of America NA) (b)(d)

6,605,000

6,605,000

Heard County Dev. Auth. Poll. Cont. Rev. (Georgia Pwr. Co. Plant Wansley Proj.) First Series 1997, 0.17% 12/1/11, VRDN (b)

23,200,000

23,200,000

Main Street Natural Gas, Inc. Georgia Gas Proj. Rev. Series 2010 A, 0.13% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (b)

8,195,000

8,195,000

Municipal Securities - continued

Principal Amount

Value

Georgia - continued

Private Colleges & Univs. Auth. Rev.:

(Mercer Univ. Proj.) 0.14% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

$ 8,155,000

$ 8,155,000

Participating VRDN Series WF 11 95C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

4,865,000

4,865,000

Roswell Hsg. Auth. Multi-family Hsg. Rev. (Azalea Park Apts. Proj.) Series 1996, 0.12% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)

2,000,000

2,000,000

Savannah Econ. Dev. Auth. Rev. (Home Depot, Inc. Proj.) Series 1995 A, 0.75% 12/7/11, VRDN (b)(c)

1,100,000

1,100,000

 

110,975,000

Hawaii - 0.1%

Hawaii Gen. Oblig. Participating VRDN Series ROC II R 11910, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

2,645,000

2,645,000

Idaho - 0.6%

Idaho Hsg. & Fin. Assoc. Single Family Mtg.:

Series 2001 A, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

2,700,000

2,700,000

Series 2002 A, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

7,710,000

7,710,000

Series 2002 B1, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

6,160,000

6,160,000

Series 2002 E, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

7,805,000

7,805,000

Series 2003 C, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

6,405,000

6,405,000

 

30,780,000

Illinois - 6.3%

Carol Stream Multi-family Rev. (Saint Charles Square Proj.) Series 1997, 0.16% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

1,315,000

1,315,000

Chicago Board of Ed.:

Series 2009 B, 0.11% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

1,000,000

1,000,000

Series 2010 A, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

2,725,000

2,725,000

Municipal Securities - continued

Principal Amount

Value

Illinois - continued

Chicago Board of Ed.: - continued

Series 2010 B, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

$ 4,530,000

$ 4,530,000

Chicago Gen. Oblig. (Neighborhoods Alive 21 Prog.) Series 2002 B5, 0.1% 12/1/11, LOC Northern Trust Co., VRDN (b)

4,100,000

4,100,000

Chicago Midway Arpt. Rev.:

Series 1998 A, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

60,625,000

60,625,000

Series 1998 B, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

49,000,000

49,000,000

Chicago Wastewtr. Transmission Rev.:

Series 2008 C1, 0.09% 12/1/11, LOC BMO Harris Bank NA, VRDN (b)

3,900,000

3,900,000

Series 2008 C3, 0.09% 12/1/11, LOC Northern Trust Co., VRDN (b)

57,400,000

57,400,000

Chicago Wtr. Rev. Series 2004 A2, 0.17% 12/7/11, LOC California Pub. Employees Retirement Sys., VRDN (b)

2,550,000

2,550,000

Illinois Fin. Auth. Rev.:

(Chicago Symphony Orchestra Proj.) Series 2008, 0.13% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

4,000,000

4,000,000

(Illinois College Proj.) 0.14% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

7,085,000

7,085,000

(Northwest Cmnty. Hosp. Proj.) Series 2008 C, 0.13% 12/7/11, LOC JPMorgan Chase Bank, VRDN (b)

17,200,000

17,200,000

(Provena Health Proj.) Series 2010 D, 0.11% 12/7/11, LOC Union Bank of California, VRDN (b)

11,165,000

11,165,000

(Rush Univ. Med. Ctr. Proj.) Series 2008 A, 0.12% 12/7/11, LOC Northern Trust Co., VRDN (b)

2,500,000

2,500,000

(The Univ. of Chicago Med. Ctr. Proj.):

Series 2009 D2, 0.12% 12/1/11, LOC Bank of America NA, VRDN (b)

2,500,000

2,500,000

Series 2010 B, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

27,090,000

27,090,000

Participating VRDN Series Putters 3302, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

12,640,000

12,640,000

Series 2011 B, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

20,400,000

20,400,000

Illinois Fin. Auth. Solid Waste Rev. (Air Products & Chemicals, Inc. Proj.) Series 2005, 0.08% 12/1/11, VRDN (b)(c)

8,900,000

8,900,000

Metropolitan Pier & Exposition Participating VRDN Series MS 3215, 0.17% 12/7/11 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (b)(d)

10,000,000

10,000,000

Municipal Securities - continued

Principal Amount

Value

Illinois - continued

Romeoville Gen. Oblig. Rev. (Lewis Univ. Proj.) Series 2006, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

$ 3,900,000

$ 3,900,000

Will County Exempt Facilities Rev. (ExxonMobil Corp. Proj.) Series 2001, 0.07% 12/1/11 (Exxon Mobil Corp. Guaranteed), VRDN (b)(c)

4,600,000

4,600,000

 

319,125,000

Indiana - 0.8%

Indiana Fin. Auth. Hosp. Rev. (Floyd Memorial Hosp. and Health Svcs. Proj.) Series 2008, 0.15% 12/1/11, LOC Branch Banking & Trust Co., VRDN (b)

25,645,000

25,645,000

Indiana Health & Edl. Facilities Fing. Auth. Hosp. Rev. (Howard Reg'l. Health Sys. Proj.) Series A, 0.2% 12/1/11, LOC Comerica Bank, VRDN (b)

11,980,000

11,980,000

Indiana Health Facility Fing. Auth. Rev. (Fayette Memorial Hosp. Assoc. Proj.):

Series A, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

1,135,000

1,135,000

Series B, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

2,570,000

2,570,000

 

41,330,000

Iowa - 0.5%

Iowa Fin. Auth. Health Facilities Rev. (Iowa Health Sys. Proj.) Series 2009 D, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

4,185,000

4,185,000

Iowa Fin. Auth. Solid Disp. Waste Rev. (MidAmerican Energy Proj.) Series 2008 A, 0.19% 12/7/11, VRDN (b)(c)

12,000,000

12,000,000

Iowa Higher Ed. Ln. Auth. Rev. (Saint Ambrose Univ. Proj.) 0.15% 12/1/11, LOC Northern Trust Co., VRDN (b)

8,500,000

8,500,000

 

24,685,000

Kansas - 1.2%

Chanute Indl. Dev. Rev. (Ash Grove Cement Co. Proj.) Series 2002, 0.22% 12/7/11, LOC Bank of America NA, VRDN (b)(c)

6,900,000

6,900,000

Univ. of Kansas Hosp. Auth. Health Facilities Rev. (KU Health Sys. Proj.) Series 2004, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

4,500,000

4,500,000

Wichita Gen. Oblig. Participating VRDN Series Putters 3951, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

49,000,000

49,000,000

 

60,400,000

Municipal Securities - continued

Principal Amount

Value

Kentucky - 1.3%

Boyle County Hosp. Rev. (Ephraim McDowell Health Proj.) Series 2006, 0.14% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

$ 2,500,000

$ 2,500,000

Carroll County Envir. Facilities Rev. (Kentucky Utils. Co. Proj.) Series 2004 A, 0.13% 12/7/11, LOC Sumitomo Mitsui Banking Corp., VRDN (b)(c)

10,000,000

10,000,000

Daviess County Exempt Facilities Rev. (Kimberly-Clark Tissue Co. Proj.) Series 1999, 0.15% 12/7/11 (Kimberly-Clark Corp. Guaranteed), VRDN (b)(c)

3,000,000

3,000,000

Daviess County Solid Waste Disp. Facilities Rev. (Scott Paper Co. Proj.):

Series 1993 A, 0.15% 12/7/11 (Kimberly-Clark Corp. Guaranteed), VRDN (b)(c)

2,750,000

2,750,000

Series 1993 B, 0.15% 12/7/11 (Kimberly-Clark Corp. Guaranteed), VRDN (b)(c)

2,300,000

2,300,000

Elizabethtown Indl. Bldg. Rev. (Altec Industries, Inc. Proj.) Series 1997, 0.2% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

3,000,000

3,000,000

Kentucky Econ. Dev. Fin. Auth. Hosp. Rev. (Baptist Healthcare Sys. Proj.) Series 2009 B1, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

13,000,000

13,000,000

Kentucky Higher Ed. Student Ln. Corp. Rev. Series 2008 A1, 0.15% 12/7/11, LOC State Street Bank & Trust Co., Boston, LOC Bank of America NA, VRDN (b)(c)

1,300,000

1,300,000

Lexington-Fayette Urban County Arpt. Rev. Series 2008 B, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

1,350,000

1,350,000

Louisville & Jefferson County Reg'l. Arpt. Auth. Spl. Facilities Rev. (UPS Worldwide Forwarding, Inc. Proj.) Series 1999 B, 0.13% 12/1/11 (United Parcel Svc. of America Guaranteed), VRDN (b)(c)

26,700,000

26,700,000

 

65,900,000

Louisiana - 4.4%

Lake Charles Hbr. & Rev. District (Conoco, Inc. Proj.) Series 1999 B, 0.18% 12/7/11, VRDN (b)(c)

3,400,000

3,400,000

Lake Charles Hbr. & Term. District Dock & Wharf Rev. (Conoco, Inc. Proj.) Series 2000, 0.13% 12/7/11, VRDN (b)(c)

900,000

900,000

Louisiana Gas & Fuel Tax Rev. Participating VRDN:

Series ROC II R 11888X, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

5,975,000

5,975,000

Series Solar 06 150, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (b)(d)

20,480,000

20,480,000

Municipal Securities - continued

Principal Amount

Value

Louisiana - continued

Louisiana Offshore Term. Auth. Deepwater Port Rev. (LOOP LLC Proj.) Series 2003 A, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

$ 600,000

$ 600,000

Louisiana Pub. Facilities Auth. Hosp. Rev. (Franciscan Missionaries of Our Lady Health Sys. Proj.) Series 2005 D, 0.09% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

47,100,000

47,100,000

Louisiana Pub. Facilities Auth. Rev. (Air Products & Chemicals, Inc. Proj.):

Series 2002, 0.18% 12/7/11, VRDN (b)(c)

3,000,000

3,000,000

Series 2005, 0.07% 12/1/11, VRDN (b)

9,900,000

9,900,000

Series A, 0.08% 12/1/11, VRDN (b)

52,500,000

52,500,000

Saint Charles Parish Poll. Cont. Rev.:

(Shell Oil Co. Proj.) Series 1992 A, 0.12% 12/1/11, VRDN (b)(c)

28,000,000

28,000,000

(Shell Oil Co.-Norco Proj.):

Series 1991, 0.13% 12/1/11, VRDN (b)(c)

26,400,000

26,400,000

Series 1993, 0.12% 12/1/11, VRDN (b)(c)

22,000,000

22,000,000

 

220,255,000

Maryland - 1.2%

Maryland Econ. Dev. Auth. Rev. (United States Pharmacopeial Convention, Inc. Proj.):

Series 2008 A, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

15,155,000

15,155,000

Series 2008 B, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

2,735,000

2,735,000

Maryland Health & Higher Edl. Facilities Auth. Rev. (Upper Chesapeake Hosp. Proj.) Series 2008 A, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

27,300,000

27,300,000

Maryland Trans. Auth. Trans. Facility Projects Rev. Participating VRDN Series ROC II R 11437, 0.15% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

3,000,000

3,000,000

Montgomery County Hsg. Opportunities Commission Multifamily Hsg. Rev. Series 2004 D, 0.15% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

12,705,000

12,705,000

 

60,895,000

Massachusetts - 0.7%

Massachusetts Health & Edl. Facilities Auth. Rev.:

(Baystate Health Sys. Proj.) Series 2009 J2, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

21,400,000

21,400,000

(Partners HealthCare Sys., Inc. Proj.) Series D5, 0.07% 12/1/11, VRDN (b)

3,520,000

3,520,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Wellesley College Proj.) Series I, 0.07% 12/1/11, VRDN (b)

$ 2,000,000

$ 2,000,000

Massachusetts State Dev. Fing. Agcy. Poll. Cont. Rev. Bonds (Massachusetts Elec. Co. Proj.) 0.9% tender 12/6/11, CP mode

5,800,000

5,800,000

 

32,720,000

Michigan - 2.1%

Eastern Michigan Univ. Revs.:

Series 2009 A, 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

25,600,000

25,600,000

Series 2009 B, 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

2,500,000

2,500,000

Farmington Hills Hosp. Fin. Auth. Hosp. Rev. (Botsford Gen. Hosp. Proj.) Series 2008 A, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

895,000

895,000

Michigan Higher Ed. Rev. (Univ. of Detroit Mercy Proj.) Series 2007, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

3,800,000

3,800,000

Michigan Hosp. Fin. Auth. Rev. Participating VRDN Series MS 3244, 0.18% 12/7/11 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (b)(d)

12,455,000

12,455,000

Michigan Hsg. Dev. Auth. Single Family Mtg. Rev. Series 2007 B, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

10,700,000

10,700,000

Michigan Strategic Fund Ltd. Oblig. Rev.:

(Ascension Health Cr. Group Proj.) Series 2007 V1, 0.08% 12/1/11, VRDN (b)

34,130,000

34,130,000

(Majestic Ind., Inc. Proj.) 0.24% 12/7/11, LOC Comerica Bank, VRDN (b)(c)

1,300,000

1,300,000

Wayne County Arpt. Auth. Rev. 0.12% 12/7/11, LOC PNC Bank NA, VRDN (b)(c)

12,000,000

12,000,000

 

103,380,000

Minnesota - 1.7%

Dakota County Cmnty. Dev. Agcy. Multi-family Hsg. Rev. (Regatta Commons Proj.) Series A, 0.27% 12/7/11, LOC Bank of America NA, VRDN (b)(c)

25,155,000

25,155,000

Eagan Multi-family Rev. (Thomas Lake Place Apts. Proj.) Series 2003 A1, 0.18% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

4,425,000

4,425,000

Municipal Securities - continued

Principal Amount

Value

Minnesota - continued

Hennepin County Hsg. & Redev. Auth. Multi-family Rev. (Stone Arch Apts. Proj.) 0.26% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

$ 1,400,000

$ 1,400,000

Metropolitan Council Gen. Oblig. Rev. Participating VRDN:

Series Putters 3954, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

2,495,000

2,495,000

Series Putters 3955, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

26,000,000

26,000,000

Minnesota Gen. Oblig. Participating VRDN Series WF 11 110C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

9,415,000

9,415,000

Minnesota Office of Higher Ed.:

Series 2008 B, 0.12% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)(c)

5,750,000

5,750,000

Series 2011 A, 0.12% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)(c)

10,000,000

10,000,000

Plymouth Multifamily Hsg. Rev. (Hbr. Lane Apts. Proj.) Series 2003, 0.26% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

1,850,000

1,850,000

 

86,490,000

Mississippi - 0.4%

Jackson County Indl. Sewage Facilities Rev. (Chevron U.S.A, Inc. Proj.) Series 1994, 0.15% 12/1/11, VRDN (b)(c)

18,100,000

18,100,000

Missouri - 1.6%

Curators of the Univ. of Missouri Sys. Facilities Rev. Series 2006 B, 0.06% 12/1/11, VRDN (b)

3,200,000

3,200,000

Kansas City Indl. Dev. Auth. (Ewing Marion Kauffman Foundation Prog.) 0.15% 12/1/11, VRDN (b)

5,860,000

5,860,000

Missouri Health & Edl. Facilities Auth. Edl. Facilities Rev.:

(Saint Louis Univ. Proj.):

Series 2008 A1, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

5,265,000

5,265,000

Series 2008 A2, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

5,400,000

5,400,000

(Washington Univ. Proj.) Series 2003 B, 0.06% 12/1/11 (Liquidity Facility U.S. Bank NA, Minnesota), VRDN (b)

5,585,000

5,585,000

Series 2011 B, 0.2% 12/1/11, LOC Bank of America NA, VRDN (b)

3,400,000

3,400,000

Missouri Health & Edl. Facilities Auth. Health Facilities Rev. (Bethesda Health Group, Inc. Proj.) Series 2009, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

53,590,000

53,590,000

 

82,300,000

Municipal Securities - continued

Principal Amount

Value

Montana - 0.2%

Helena Higher Ed. Rev. (Carroll College Campus Hsg. Proj.) 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

$ 2,770,000

$ 2,770,000

Montana Board Invt. Resource Recovery Rev. (Colstrip Proj.) Series 1989, 0.15% 12/7/11, LOC Union Bank of California, VRDN (b)(c)

5,700,000

5,700,000

 

8,470,000

Nebraska - 0.7%

Central Plains Energy Proj. Rev. (Nebraska Gas Proj.) Series 2009, 0.13% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (b)

7,200,000

7,200,000

Nebraska Edl. Fin. Auth. Rev. (Creighton Univ. Proj.) Series 2008, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

22,310,000

22,310,000

Stanton County Indl. Dev. Rev. (Nucor Corp. Proj.) Series 1996, 0.17% 12/7/11, VRDN (b)(c)

2,200,000

2,200,000

Washington County Indl. Dev. Rev. (Cargill Dow Polymers LLC Proj.) Series 2000, 0.11% 12/7/11 (Cargill, Inc. Guaranteed) (Dow Chemical Co. Guaranteed), LOC Wells Fargo Bank NA, VRDN (b)(c)

4,600,000

4,600,000

 

36,310,000

Nevada - 1.8%

Clark County Arpt. Rev.:

Series 2008 C1, 0.13% 12/7/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

21,150,000

21,150,000

Series 2008 D 2A, 0.12% 12/7/11, LOC Citibank NA, VRDN (b)

1,900,000

1,900,000

Series 2008 D 2B, 0.11% 12/7/11, LOC Royal Bank of Canada, VRDN (b)

1,900,000

1,900,000

Series 2008 D1, 0.12% 12/7/11, LOC Citibank NA, VRDN (b)

12,000,000

12,000,000

Series 2011 B1, 0.14% 12/7/11, LOC Citibank NA, VRDN (b)(c)

11,300,000

11,300,000

Clark County Indl. Dev. Rev. (Southwest Gas Corp. Proj.) Series 2003 A, 0.21% 12/7/11, LOC Bank of America NA, VRDN (b)(c)

4,900,000

4,900,000

Clark County McCarran Int'l. Arpt. Passenger Facility Charge Rev. Series 2010 F2, 0.13% 12/7/11, LOC Union Bank of California, VRDN (b)

5,600,000

5,600,000

Municipal Securities - continued

Principal Amount

Value

Nevada - continued

Las Vegas Gen. Oblig. Series 2006 C, 0.14% 12/1/11, LOC Lloyds TSB Bank PLC, VRDN (b)

$ 17,430,000

$ 17,430,000

Nevada Dept. of Bus. & Industry (LVE Energy Partners LLC Proj.) 0.16% 12/7/11, LOC Sumitomo Mitsui Banking Corp., VRDN (b)(c)

16,095,000

16,095,000

 

92,275,000

New Hampshire - 0.5%

Manchester Arpt. Rev. Series 2008, 0.2% 12/7/11, LOC RBS Citizens NA, VRDN (b)(c)

7,500,000

7,500,000

New Hampshire Bus. Fin. Auth. Poll. Cont. Rev. Bonds (New England Pwr. Co. Proj.) Series 1990 A, 0.5% tender 12/9/11, CP mode (c)

10,700,000

10,700,000

New Hampshire Bus. Fin. Auth. Resource Recovery Rev. (Wheelabrator Concord Co. LP Proj.) Series 1997 B, 0.33% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

4,925,000

4,925,000

New Hampshire Health & Ed. Facilities Auth. Rev. Series 2011 B, 0.16% 12/7/11, LOC Royal Bank of Canada, VRDN (b)(c)

4,000,000

4,000,000

 

27,125,000

New Jersey - 0.0%

Rutgers State Univ. Rev. Series 2009 G, 0.09% 12/1/11 (Liquidity Facility U.S. Bank NA, Minnesota), VRDN (b)

1,800,000

1,800,000

New Mexico - 0.5%

New Mexico Muni. Energy Acquisition Auth. Gas Supply Rev. Series 2009, 0.13% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (b)

24,385,000

24,385,000

New York - 3.8%

Long Island Pwr. Auth. Elec. Sys. Rev. Series 2001 1B, 0.07% 12/1/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)

1,300,000

1,300,000

New York City Hsg. Dev. Corp. Multi-family Hsg. Mtg. Rev. (Granite Terrace Apts.) Series A, 0.16% 12/7/11, LOC Citibank NA, VRDN (b)(c)

4,060,000

4,060,000

New York City Hsg. Dev. Corp. Multi-family Mtg. Rev.:

(Brookhaven Apts. Proj.) Series A, 0.14% 12/7/11, LOC Citibank NA, VRDN (b)(c)

3,300,000

3,300,000

(Spring Creek Hsg. Proj.) Series 2006 A, 0.11% 12/7/11, LOC Freddie Mac, VRDN (b)(c)

3,000,000

3,000,000

New York City Hsg. Dev. Corp. Multi-family Rental Hsg. Rev.:

(Brittany Dev. Proj.) Series A, 0.11% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

8,000,000

8,000,000

Municipal Securities - continued

Principal Amount

Value

New York - continued

New York City Hsg. Dev. Corp. Multi-family Rental Hsg. Rev.: - continued

(Rivereast Apts. Proj.) Series A, 0.11% 12/7/11, LOC Freddie Mac, VRDN (b)(c)

$ 45,850,000

$ 45,850,000

(West 43rd Street Proj.) Series 1999 A, 0.11% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

5,000,000

5,000,000

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev.:

Participating VRDN Series Putters 3231Z, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

7,175,000

7,175,000

Series 2011 DD-3B, 0.09% 12/1/11 (Liquidity Facility California Teachers Retirement Sys.), VRDN (b)

7,010,000

7,010,000

New York City Transitional Fin. Auth. Rev.:

Participating VRDN:

Series Putters 3545, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

5,860,000

5,860,000

Series ROC II R 11902, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

3,800,000

3,800,000

Series ROC II R 11903, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

3,200,000

3,200,000

Series C, 0.11% 12/1/11 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah), VRDN (b)

28,500,000

28,500,000

New York Dorm. Auth. Revs.:

(Pratt Institute Proj.) Series 2009 A, 0.12% 12/7/11, LOC TD Banknorth, NA, VRDN (b)

9,300,000

9,300,000

Participating VRDN:

Series EGL 07 0002, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

12,000,000

12,000,000

Series EGL 07 0066, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

15,000,000

15,000,000

Series ROC II R 11535, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

1,140,000

1,140,000

New York Hsg. Fin. Agcy. Rev.:

(150 East 44th Street Hsg. Proj.) Series 2000 A, 0.11% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

3,000,000

3,000,000

(750 Sixth Avenue Hsg. Proj.) Series 1999 A, 0.12% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

5,800,000

5,800,000

Municipal Securities - continued

Principal Amount

Value

New York - continued

New York Hsg. Fin. Agcy. Rev.: - continued

(Parkledge Apts. Hsg. Proj.) Series A, 0.16% 12/7/11, LOC Freddie Mac, VRDN (b)(c)

$ 8,700,000

$ 8,700,000

(West 33rd Street Hsg. Proj.) Series A, 0.11% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

8,700,000

8,700,000

 

189,695,000

North Carolina - 1.3%

Charlotte Wtr. & Swr. Sys. Rev.:

Series 2002 B, 0.12% 12/7/11 (Liquidity Facility Wells Fargo Bank NA), VRDN (b)

2,140,000

2,140,000

Series 2006 B, 0.12% 12/7/11 (Liquidity Facility Wells Fargo Bank NA), VRDN (b)

5,055,000

5,055,000

Gaston County Indl. Facilities & Poll. Cont. Fing. Auth. Rev. (Duke Energy Corp. Proj.) Series 1999, 0.2% 12/1/11, VRDN (b)(c)

4,000,000

4,000,000

New Hanover County Hosp. Rev. (New Hanover Reg'l. Med. Ctr. Proj.) Series 2008 A, 0.17% 12/7/11, LOC RBC Centura Bank, Rocky Mount, VRDN (b)

4,650,000

4,650,000

North Carolina Cap. Facilities Fin. Agcy. Rev. Participating VRDN:

Series EGL 7050060, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

23,150,000

23,150,000

Series Putters 3248, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

3,550,000

3,550,000

Series Putters 3333, 0.14% 12/7/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

1,500,000

1,500,000

North Carolina Med. Care Commission Health Care Facilities Rev. (WakeMed Proj.) Series 2009 B, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

7,000,000

7,000,000

Orange Wtr. & Swr. Auth. Series 2004 B, 0.12% 12/7/11 (Liquidity Facility Wells Fargo Bank NA), VRDN (b)

10,000,000

10,000,000

Rockingham County Indl. Facilities & Poll. Cont. Fing. Auth. Rev. (Pine Brick Co., Inc. Proj.) Series 2000, 0.22% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)(c)

2,450,000

2,450,000

Wake County Gen. Oblig. Series 2003 C, 0.12% 12/7/11 (Liquidity Facility Wells Fargo Bank NA), VRDN (b)

3,440,000

3,440,000

 

66,935,000

Municipal Securities - continued

Principal Amount

Value

Ohio - 1.4%

Allen County Hosp. Facilities Rev. (Catholic Healthcare Partners Proj.):

Series 2008 B, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

$ 9,400,000

$ 9,400,000

Series 2010 C, 0.06% 12/1/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)

7,900,000

7,900,000

Alliance Hosp. Rev. (Alliance Obligated Group Proj.) Series 2003, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

7,905,000

7,905,000

Cleveland-Cuyahoga County Port Auth. Edl. Facility Rev. (Laurel School Proj.) Series 2008, 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

10,550,000

10,550,000

Ohio Air Quality Dev. Auth. Rev.:

(Cincinnati Gas & Elec. Co. Proj.) Series A, 0.35% 12/7/11, VRDN (b)

5,000,000

5,000,000

(Dayton Pwr. & Lt. Co. Proj.) Series 2008 A, 0.13% 12/7/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

1,700,000

1,700,000

Ohio Higher Edl. Facility Commission Rev.:

(Cleveland Clinic Foundation Proj.) Series 2008 B4, 0.07% 12/1/11, VRDN (b)

9,950,000

9,950,000

Series 2008 B1, 0.11% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

6,500,000

6,500,000

Ohio Hosp. Facilities Rev. Participating VRDN Series Putters 3551, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (b)(d)

10,435,000

10,435,000

Ohio Wtr. Dev. Auth. Poll. Cont. Facilities Rev. (First Energy Nuclear Generation Corp. Proj.) Series 2006 B, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (b)

1,236,000

1,236,000

Twinsburg Indl. Dev. Rev. (United Stationers Supply Co. Proj.) 0.13% 12/1/11, LOC PNC Bank NA, VRDN (b)(c)

1,000,000

1,000,000

 

71,576,000

Oklahoma - 0.4%

Oklahoma Dev. Fin. Auth. (Duncan Reg'l. Hosp. Proj.) Series 2008, 0.2% 12/1/11, LOC Bank of America NA, VRDN (b)

3,000,000

3,000,000

Oklahoma Dev. Fin. Auth. Rev. (ConocoPhillips Co. Proj.) 0.16% 12/7/11, VRDN (b)(c)

9,300,000

9,300,000

Oklahoma St Tpk. Auth. Tpk. Rev. Participating VRDN Series ROC II R 11985 1 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

8,000,000

8,000,000

 

20,300,000

Municipal Securities - continued

Principal Amount

Value

Oregon - 2.7%

Multnomah County Hosp. Facilities Auth. Rev. (Mirabella at South Waterfront Proj.) Series 2008 A, 0.11% 12/1/11, LOC Bank of Scotland PLC, VRDN (b)

$ 126,555,000

$ 126,555,000

Oregon Econ. Dev. Rev. (Cascade Steel Co. Proj.) Series 176, 0.18% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

1,400,000

1,400,000

Oregon Gen. Oblig. Participating VRDN Series WF11 57 C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

5,925,000

5,925,000

Oregon Health and Science Univ. Spl. Rev. Series 2009 B1, 0.12% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

1,735,000

1,735,000

 

135,615,000

Pennsylvania - 3.2%

Allegheny County Hosp. Dev. Auth. Rev. (Jefferson Reg'l. Med. Ctr.) Series 2010 A, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (b)

8,750,000

8,750,000

Allegheny County Indl. Dev. Auth. Health & Hsg. Facilities Rev. (Longwood at Oakmont, Inc. Proj.):

Series 2001 B, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (b)

4,000,000

4,000,000

Series 2008 B, 0.14% 12/1/11, LOC Citizens Bank of Pennsylvania, VRDN (b)

24,450,000

24,450,000

Allegheny County Indl. Dev. Auth. Rev. (Union Elec. Steel Co. Proj.) Series 1996 A, 0.18% 12/7/11, LOC PNC Bank NA, VRDN (b)(c)

1,000,000

1,000,000

Chester County Indl. Dev. Auth. Student Hsg. Rev.:

(Univ. Student Hsg., LLC Proj. at West Chester Univ.) Series 2003, 0.12% 12/7/11, LOC Fed. Home Ln. Bank Pittsburgh, VRDN (b)

11,700,000

11,700,000

Series 2008 A, 0.19% 12/7/11, LOC Citizens Bank of Pennsylvania, VRDN (b)

4,480,000

4,480,000

Chester County Intermediate Unit Rev. Series 2003, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (b)

1,500,000

1,500,000

Delaware County Auth. Rev. (White Horse Village Proj.):

Series 2006 B, 0.17% 12/1/11, LOC Citizens Bank of Pennsylvania, VRDN (b)

2,975,000

2,975,000

Series 2008, 0.17% 12/1/11, LOC Citizens Bank of Pennsylvania, VRDN (b)

1,190,000

1,190,000

Harveys Lake Gen. Muni. Auth. (Misericordia Univ. Proj.) 0.14% 12/7/11, LOC PNC Bank NA, VRDN (b)

8,755,000

8,755,000

Montgomery County Redev. Auth. Multi-family Hsg. Rev. (Brookside Manor Apts. Proj.) Series 2001 A, 0.14% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)

4,930,000

4,930,000

Municipal Securities - continued

Principal Amount

Value

Pennsylvania - continued

Pennsylvania Econ. Dev. Fing. Auth. Indl. Dev. Rev.:

Series 1997 B2, 0.25% 12/7/11, LOC PNC Bank NA, VRDN (b)(c)

$ 300,000

$ 300,000

Series 2004 D3, 0.25% 12/1/11, LOC PNC Bank NA, VRDN (b)(c)

400,000

400,000

Pennsylvania Higher Edl. Facilities Auth. Rev. (Holy Family Univ. Proj.) Series 2008, 0.14% 12/7/11, LOC TD Banknorth, NA, VRDN (b)

2,055,000

2,055,000

Pennsylvania Hsg. Fin. Agcy. Single Family Mtg. Rev. Series 2005-91B, 0.1% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

4,900,000

4,900,000

Philadelphia Gas Works Rev. (1998 Gen. Ordinance Proj.) Eighth Series B, 0.11% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

41,580,000

41,580,000

Scranton-Lackawanna Health & Welfare Auth. Rev. (Cmnty. Med. Ctr. Proj.) Series 2002, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (b)

13,860,000

13,860,000

Southeastern Pennsylvania Trans. Auth. Rev. Series 2007, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (b)

24,460,000

24,460,000

 

161,285,000

Rhode Island - 0.6%

Rhode Island Health and Edl. Bldg. Corp. Higher Ed. Facility Rev. (Roger Williams Univ. Proj.) Series 2008 B, 0.15% 12/7/11, LOC Bank of America NA, VRDN (b)

2,600,000

2,600,000

Rhode Island Student Ln. Auth. Student Ln. Rev.:

Series 2008 B1, 0.11% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)(c)

10,000,000

10,000,000

Series 2008 B3, 0.11% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)(c)

7,000,000

7,000,000

Series 2008 B4, 0.11% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)(c)

13,000,000

13,000,000

 

32,600,000

South Carolina - 0.9%

Darlington County Indl. Dev. Rev. (Nucor Corp. Proj.) Series 2003 A, 0.27% 12/7/11, VRDN (b)(c)

4,000,000

4,000,000

Oconee County Poll. Cont. Rev. (Duke Energy Corp. Proj.) Series 1999 B, 0.2% 12/1/11, VRDN (b)(c)

9,500,000

9,500,000

South Carolina Jobs-Econ. Dev. Auth. Indl. Rev.:

(South Carolina Elec. & Gas Co. Proj.) Series 2008, 0.19% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)(c)

7,000,000

7,000,000

Municipal Securities - continued

Principal Amount

Value

South Carolina - continued

South Carolina Jobs-Econ. Dev. Auth. Indl. Rev.: - continued

(South Carolina Generating Co., Inc. Proj.) Series 2008, 0.19% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)(c)

$ 5,465,000

$ 5,465,000

South Carolina Pub. Svc. Auth. Rev. Participating VRDN Series Solar 07 70, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (b)(d)

20,405,000

20,405,000

 

46,370,000

Tennessee - 7.6%

Blount County Pub. Bldg. Auth. (Local Govt. Pub. Impt. Proj.) Series 2009 E8A, 0.13% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

1,445,000

1,445,000

Clarksville Pub. Bldg. Auth. Rev. (Tennessee Muni. Bond Fund Proj.):

Series 2001, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

35,125,000

35,125,000

Series 2003, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

32,030,000

32,030,000

Series 2004, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

17,680,000

17,680,000

Series 2005, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

50,000,000

50,000,000

Series 2008, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

148,740,000

148,740,000

Montgomery County Pub. Bldg. Auth. Pooled Fing. Rev. (Tennessee County Ln. Pool Prog.):

Series 1999, 0.26% 12/7/11, LOC Bank of America NA, VRDN (b)

1,200,000

1,200,000

Series 2002, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

32,780,000

32,780,000

Series 2004, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

28,500,000

28,500,000

Series 2006, 0.19% 12/1/11, LOC Bank of America NA, VRDN (b)

38,150,000

38,150,000

 

385,650,000

Texas - 9.9%

Austin Arpt. Sys. Rev.:

Series 2005 1, 0.16% 12/7/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

5,000,000

5,000,000

Series 2005 4, 0.16% 12/7/11, LOC Royal Bank of Canada New York Branch, VRDN (b)(c)

7,125,000

7,125,000

Municipal Securities - continued

Principal Amount

Value

Texas - continued

Board of Regents of The Texas A&M Univ. Sys. Permanent Univ. Fund Participating VRDN Series WF 10 53C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

$ 5,555,000

$ 5,555,000

Brazos River Auth. Poll. Cont. Rev.:

(Texas Utils. Elec. Co. Proj.) Series 2001 D2, 0.13% 12/1/11, LOC Citibank NA, VRDN (b)(c)

62,000,000

62,000,000

(Texas Utils. Energy Co. Proj.) Series 2002 A, 0.13% 12/1/11, LOC Citibank NA, VRDN (b)(c)

27,100,000

27,100,000

Brazos River Hbr. Navigation District of Brazoria County Envir. Facilities Rev. (Merey Sweeny LP Proj.):

Series 2000 A, 0.14% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

12,300,000

12,300,000

Series 2002 A:

0.14% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)(c)

12,500,000

12,500,000

0.2% 12/1/11, LOC Bank of America NA, VRDN (b)(c)

7,500,000

7,500,000

Brownsville Util. Sys. Rev. Participating VRDN Series Solar 06 68, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (b)(d)

6,400,000

6,400,000

Calhoun Port Auth. Envir. Facilities Rev. (Formosa Plastics Corp. Texas Proj.) Series 2007 A, 0.16% 12/7/11, LOC PNC Bank NA, VRDN (b)(c)

2,700,000

2,700,000

Converse Hsg. Fin. Corp. Multi-family Hsg. Rev. (Town Square Apts. Proj.) 0.15% 12/7/11, LOC Citibank NA, VRDN (b)(c)

13,865,000

13,865,000

Cypress-Fairbanks Independent School District Participating VRDN Series 86TP, 0.13% 12/7/11 (Liquidity Facility Wells Fargo & Co.) (b)(d)

6,620,000

6,620,000

Dallas Area Rapid Transit Sales Tax Rev. Participating VRDN Series ROC II R 12317, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

6,400,000

6,400,000

Dallas Performing Arts Cultural Facilities Corp. Cultural Facility Rev. (Dallas Ctr. for the Performing Arts Foundation, Inc. Proj.) Series 2008 B, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

7,000,000

7,000,000

Frisco Independent School District Participating VRDN Series WF 11 1C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

6,895,000

6,895,000

Greater East Texas Higher Ed. Auth. Student Ln. Rev.:

Series 1993 B, 0.14% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)(c)

18,000,000

18,000,000

Series 1995 B, 0.14% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (b)(c)

8,000,000

8,000,000

Municipal Securities - continued

Principal Amount

Value

Texas - continued

Greater Texas Student Ln. Corp. Student Ln. Rev. Series 1998 A, 0.14% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (a)(b)(c)

$ 10,250,000

$ 10,250,000

Harris County Cultural Ed. Facilities Fin. Corp. Rev. (YMCA of the Greater Houston Area Proj.) Series 2008 A, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

6,925,000

6,925,000

Harris County Cultural Ed. Facilities Fin. Corp. Spl. Facilities Rev. (Texas Med. Ctr. Proj.):

Series 2008 B1, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

5,725,000

5,725,000

Series 2008 B2, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

15,990,000

15,990,000

Harris County Health Facilities Dev. Corp. Hosp. Rev. (Baylor College of Medicine Proj.) Series 2007 B, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

9,490,000

9,490,000

Harris County Hsg. Fin. Corp. Multi-family Hsg. Rev. (Lafayette Village Apts. Proj.) Series 2006, 0.16% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

6,900,000

6,900,000

Harris County Indl. Dev. Corp. Solid Waste Disp. Rev. (Deer Park Refining Ltd. Partnership Proj.) Series 2002, 0.13% 12/1/11, VRDN (b)(c)

124,700,000

124,700,000

Houston Gen. Oblig. Series A, 0.2% 12/6/11, LOC Union Bank of California, CP

4,400,000

4,400,000

Houston Util. Sys. Rev. Participating VRDN Series ROC II R 11885X, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

3,400,000

3,400,000

Lower Neches Valley Auth. Indl. Dev. Corp. Exempt Facilities Rev. (Onyx Envir. Svcs. Proj.) Series 2003, 0.23% 12/7/11, LOC Bank of America NA, VRDN (b)(c)

8,610,000

8,610,000

North East Texas Independent School District Participating VRDN Series Solar 07 101, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (b)(d)

8,385,000

8,385,000

Port Arthur Navigation District Envir. Facilities Rev.:

(Motiva Enterprises LLC Proj.) Series 2004, 0.17% 12/7/11, VRDN (b)(c)

13,840,000

13,840,000

Series 2010 D, 0.11% 12/1/11, VRDN (b)

17,800,000

17,800,000

Port Arthur Navigation District Indl. Dev. Corp. Exempt Facilities Rev. (Air Products Proj.):

Series 2002, 0.18% 12/7/11, VRDN (b)(c)

8,000,000

8,000,000

Series 2005, 0.08% 12/1/11 (Air Products & Chemicals, Inc. Guaranteed), VRDN (b)

8,300,000

8,300,000

Red River Ed. Fin. Corp. Ed. Rev. (Texas Christian Univ. Proj.) 0.11% 12/7/11, VRDN (b)

26,000,000

26,000,000

Municipal Securities - continued

Principal Amount

Value

Texas - continued

San Antonio Indl. Dev. Auth. Indl. Dev. Rev. (Tindall Corp. Proj.) Series 2008 A, 0.2% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

$ 1,700,000

$ 1,700,000

Terrell Dev. Corp. Indl. Dev. Rev. (Consolidated Sys. Proj.) 0.3% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

600,000

600,000

Texas A&M Univ. Rev. Participating VRDN Series ROC II R 11920, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

2,895,000

2,895,000

 

498,870,000

Utah - 2.3%

Emery County Poll. Cont. Rev. (PacifiCorp Proj.) Series 1994, 0.12% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

7,300,000

7,300,000

Murray City Hosp. Rev. (IHC Health Svcs., Inc. Proj.) Series 2005 A, 0.09% 12/1/11 (Liquidity Facility JPMorgan Chase Bank), VRDN (b)

8,885,000

8,885,000

Riverton Hosp. Rev. Participating VRDN Series Putters 1762, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

33,300,000

33,300,000

Utah Hsg. Corp. Single Family Mtg. Rev.:

Series 2002 C2, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

6,515,000

6,515,000

Series 2002 E, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

5,125,000

5,125,000

Series 2004 C, 0.15% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

5,085,000

5,085,000

Series 2004 D, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

8,875,000

8,875,000

Series 2004 F, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

2,400,000

2,400,000

Series 2005 A, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

6,060,000

6,060,000

Series 2005 F, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

7,185,000

7,185,000

Series 2005 H, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

4,690,000

4,690,000

Municipal Securities - continued

Principal Amount

Value

Utah - continued

Utah Hsg. Corp. Single Family Mtg. Rev.: - continued

Series 2006 F, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

$ 8,130,000

$ 8,130,000

Utah Hsg. Fin. Agcy. Series 2000 C, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

4,730,000

4,730,000

Utah State Board of Regents Rev. Participating VRDN Series Solar 06 140, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (b)(d)

6,050,000

6,050,000

 

114,330,000

Virginia - 2.2%

Albemarle County Econ. Dev. Auth. Hosp. Rev. (Martha Jefferson Hosp. Proj.):

Series 2008 A, 0.13% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

7,900,000

7,900,000

Series 2008 B, 0.13% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

6,000,000

6,000,000

Arlington County Indl. Dev. Auth. Multi-family Hsg. Rev. (Gates of Ballston Apts.) 0.35% 12/7/11, LOC RBC Centura Bank, Rocky Mount, VRDN (b)(c)

700,000

700,000

King George County Indl. Dev. Auth. Exempt Facilities Rev. (Birchwood Pwr. Partners Proj.):

Series 1994 A, 0.17% 12/1/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)(c)

8,645,000

8,645,000

Series 1994 B, 0.17% 12/1/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)(c)

9,000,000

9,000,000

Series 1995, 0.12% 12/1/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)(c)

7,500,000

7,500,000

Series 1996 A, 0.12% 12/1/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)(c)

9,200,000

9,200,000

Series 1997, 0.12% 12/1/11, LOC Bank of Nova Scotia New York Branch, VRDN (b)(c)

9,300,000

9,300,000

Petersburg Indl. Dev. Auth. Rev. (Rebar Hldgs. LLC Proj.) 0.35% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

1,900,000

1,900,000

Richmond Pub. Util. Rev. Participating VRDN Series ROC II R 10410, 0.15% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

1,870,000

1,870,000

Virginia Commonwealth Univ. Health Sys. Auth.:

Series 2008 A, 0.1% 12/1/11, LOC Branch Banking & Trust Co., VRDN (b)

12,620,000

12,620,000

Series 2008 B, 0.12% 12/1/11, LOC Branch Banking & Trust Co., VRDN (b)

14,580,000

14,580,000

Municipal Securities - continued

Principal Amount

Value

Virginia - continued

Virginia Commonwealth Univ. Health Sys. Auth.: - continued

Series 2008 C, 0.1% 12/1/11, LOC Branch Banking & Trust Co., VRDN (b)

$ 14,275,000

$ 14,275,000

Virginia Hsg. Dev. Auth. Commonwealth Mtg. Rev. Participating VRDN Series BA 1047, 0.27% 12/7/11 (Liquidity Facility Bank of America NA) (b)(c)(d)

5,600,000

5,600,000

 

109,090,000

Washington - 1.3%

King County Gen. Oblig. Participating VRDN Series Putters 3924, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (b)(d)

8,400,000

8,400,000

King County Swr. Rev. Participating VRDN Series ROC II R 11962, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (b)(d)

2,200,000

2,200,000

Washington Econ. Dev. Fin. Auth. Econ. Dev. Rev. (Mount Ainstar Resort Proj.) Series 2003 C, 0.2% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)(c)

17,895,000

17,895,000

Washington Health Care Facilities Auth. (Fred Hutchinson Cancer Ctr. Proj.) Series 2011 C, 0.12% 12/1/11, LOC Bank of America NA, VRDN (b)

3,070,000

3,070,000

Washington Health Care Facilities Auth. Rev. (Southwest Washington Med. Ctr.) Series 2008 A, 0.14% 12/7/11, LOC Union Bank of California, VRDN (b)

6,600,000

6,600,000

Washington Hsg. Fin. Commission Multi-family Hsg. Rev.:

(Cedar Ridge Retirement Proj.) Series 2005 A, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

2,500,000

2,500,000

(Merrill Gardens at Tacoma Proj.) Series 2006 A, 0.15% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (b)(c)

17,640,000

17,640,000

Washington Hsg. Fin. Commission Nonprofit Hsg. Rev. (Horizon House Proj.) Series 2005, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)

4,785,000

4,785,000

 

63,090,000

West Virginia - 1.0%

West Virginia Hosp. Fin. Auth. Hosp. Rev.:

(Cabell Huntington Hosp. Proj.) Series 2008 B, 0.15% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

13,000,000

13,000,000

(West Virginia United Health Sys. Obligated Group Proj.) Series 2008 A, 0.15% 12/1/11, LOC Bank of America NA, VRDN (b)

11,215,000

11,215,000

(West Virginia United Health Sys. Proj.):

Series 2008 B, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

19,615,000

19,615,000

Municipal Securities - continued

Principal Amount

Value

West Virginia - continued

West Virginia Hosp. Fin. Auth. Hosp. Rev.: - continued

Series 2009 B, 0.15% 12/7/11, LOC Branch Banking & Trust Co., VRDN (b)

$ 4,700,000

$ 4,700,000

West Virgnia Econ. Dev. Auth. Enenery (Morgantown Energy Associates Proj.) Series 2011, 0.15% 12/7/11, LOC Union Bank of California, VRDN (b)(c)

3,640,000

3,640,000

 

52,170,000

Wisconsin - 2.2%

Wisconsin Ctr. District Tax Rev. Series 2001 A, 0.13% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

10,100,000

10,100,000

Wisconsin Gen. Oblig. Participating VRDN Series WF 11-14C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (b)(d)

4,000,000

4,000,000

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Froedtert & Cmnty. Health, Inc. Proj.) Series 2009 B, 0.09% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

36,650,000

36,650,000

(Lutheran College Proj.) 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

16,100,000

16,100,000

(Nat'l. Regency of New Berlin, Inc. Proj.) 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

11,880,000

11,880,000

(ProHealth Care, Inc. Proj.):

Series 2008 A, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (b)

5,800,000

5,800,000

Series 2008 B, 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (b)

13,755,000

13,755,000

Wisconsin Hsg. and Econ. Dev. Auth. Home Ownership Rev. Series 2002 I, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

3,900,000

3,900,000

Wisconsin Hsg. and Econ. Dev. Auth. Multifamily Hsg. Rev. Series 2007 C, 0.16% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (b)(c)

6,215,000

6,215,000

 

108,400,000

Municipal Securities - continued

Principal Amount

Value

Wyoming - 0.2%

Laramie County Indl. Dev. Rev. (Cheyenne Lt., Fuel & Pwr. Co. Proj.) Series 2009 B, 0.2% 12/7/11, LOC Wells Fargo Bank NA, VRDN (b)(c)

$ 3,500,000

$ 3,500,000

Sublette County Poll. Cont. Rev. (Exxon Corp. Proj.) Series 1987 B, 0.07% 12/1/11 (Exxon Mobil Corp. Guaranteed), VRDN (b)(c)

4,200,000

4,200,000

 

7,700,000

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $5,017,113,325)

5,017,113,325

NET OTHER ASSETS (LIABILITIES) - 0.5%

27,103,744

NET ASSETS - 100%

$ 5,044,217,069

Security Type Abbreviations

CP

-

COMMERCIAL PAPER

VRDN

-

VARIABLE RATE DEMAND NOTE (A debt instrument that is payable upon demand, either daily, weekly or monthly)

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $10,250,000 or 0.2% of net assets.

(b) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(c) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(d) Provides evidence of ownership in one or more underlying municipal bonds.

Other Information

The date shown for securities represents the date when principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets.

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 

November 30, 2011 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,017,113,325)

 

$ 5,017,113,325

Cash

 

9

Receivable for investments sold

36,736,930

Interest receivable

826,011

Total assets

5,054,676,275

 

 

 

Liabilities

Payable for investments purchased

$ 9,900,113

Distributions payable

546,686

Other payables and accrued expenses

12,407

Total liabilities

10,459,206

 

 

 

Net Assets

$ 5,044,217,069

Net Assets consist of:

 

Paid in capital

$ 5,044,180,488

Undistributed net investment income

38

Accumulated undistributed net realized gain (loss) on investments

36,543

Net Assets, for 5,043,724,035 shares outstanding

$ 5,044,217,069

Net Asset Value, offering price and redemption price per share ($5,044,217,069 ÷ 5,043,724,035 shares)

$ 1.00

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended November 30, 2011 (Unaudited)

Investment Income

 

 

Interest

 

$ 3,213,086

 

 

 

Expenses

Custodian fees and expenses

$ 34,459

Independent trustees' compensation

8,903

Total expenses before reductions

43,362

Expense reductions

(8,910)

34,452

Net investment income (loss)

3,178,634

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

26,105

Net increase in net assets resulting from operations

$ 3,204,739

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended November 30, 2011
(Unaudited)

Year ended
May 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,178,634

$ 12,142,066

Net realized gain (loss)

26,105

25,001

Net increase in net assets resulting from operations

3,204,739

12,167,067

Distributions to shareholders from net investment income

(3,178,596)

(12,142,065)

Affiliated share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

4,266,785,000

12,146,904,000

Cost of shares redeemed

(4,249,226,000)

(11,309,956,000)

Net increase (decrease) in net assets and shares resulting from share transactions

17,559,000

836,948,000

Total increase (decrease) in net assets

17,585,143

836,973,002

 

 

 

Net Assets

Beginning of period

5,026,631,926

4,189,658,924

End of period (including undistributed net investment income of $38 and $0, respectively)

$ 5,044,217,069

$ 5,026,631,926

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

 

Six months ended
November 30, 2011

Years ended May 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Invest-
ment  Operations

 

 

 

 

 

Net investment income (loss)

  .001

  .003

  .003

  .013

  .032

  .037

Net realized and unrealized gain (loss) F

  -

  -

  -

  -

  -

  -

Total from investment operations

  .001

  .003

  .003

  .013

  .032

  .037

Distributions from net investment income

  (.001)

  (.003)

  (.003)

  (.013)

  (.032)

  (.037)

Distributions from net realized gain

  -

  -

  -

  -

  - F

  -

Total distributions

  (.001)

  (.003)

  (.003)

  (.013)

  (.032)

  (.037)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B,C

  .06%

  .26%

  .27%

  1.34%

  3.23%

  3.76%

Ratios to Average Net Assets E

 

 

 

 

 

Expenses before reductions

  -% A,D

  -% D

  -% D

  -% D

  -% D

  .01%

Expenses net of fee waivers, if any

  -% A,D

  -% D

  -% D

  -% D

  -% D

  .01%

Expenses net of all reductions

  -% A,D

  -% D

  -% D

  -% D

  -% D

  .01%

Net investment income (loss)

  .13% A

  .26%

  .27%

  1.30%

  3.03%

  3.69%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,044,217

$ 5,026,632

$ 4,189,659

$ 2,777,836

$ 1,267,883

$ 672,471

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Amount represents less than .01%.

E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

F Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended November 30, 2011 (Unaudited)

1. Organization.

Fidelity® Municipal Cash Central Fund (the Fund) is a fund of Fidelity Revere Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. Shares of the Fund are only offered to other investment companies and accounts (the Investing Funds) managed by Fidelity Management & Research Company (FMR), or its affiliates.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates fair value. The amortized cost of an instrument is determined by valuing it at its original cost and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. Securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value are not quoted prices in an active market.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

2. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. There were no significant book-to-tax differences during the period.

The Fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the IRS will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ -

Gross unrealized depreciation

-

Net unrealized appreciation (depreciation) on securities and other investments

$ -

 

 

Tax cost

$ 5,017,113,325

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be May 31, 2012.

3. Operating Policies.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with FIMM, FMR pays FIMM a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Trustees, and certain exceptions such as interest expense.

5. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $8,903.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $7.

Semiannual Report

6. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by FMR or an FMR affiliate were the owners of record of all the outstanding shares of the fund.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Municipal Cash Central Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Nominating and Governance, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the lack of compensation payable under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Investments Money Management, Inc., and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that Fidelity Management & Research Company (FMR) has devoted increased resources to non U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Semiannual Report

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by FMR or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures and rationale for recommending different fees among different categories of funds and classes, as well as Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes; (vi) the reasons why certain expenses affect various funds and classes differently; (vii) Fidelity's transfer agent fees, expenses, and services and how the benefits of decreased costs and new efficiencies can be shared across all of the Fidelity funds; (viii) the reasons for and consequences of changes to certain product lines compared to competitors; (ix) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Semiannual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

Fidelity® Securities Lending
Cash Central Fund

Semiannual Report

November 30, 2011

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

CCC-SANN-0112
1.743119.111

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

Annualized Expense Ratio

Beginning
Account Value
June 1, 2011

Ending
Account Value
November 30, 2011

Expenses Paid
During Period
*
June 1, 2011 to
November 30, 2011

Actual

.0006%

$ 1,000.00

$ 1,000.60

$ .00 **

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.00

$ .00 **

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

** Amount represents less than $.01.

Semiannual Report


Investment Changes (Unaudited)

Effective Maturity Diversification

Days

% of fund's investments 11/30/11

% of fund's investments 5/31/11

% of fund's investments 11/30/10

1 - 7

63.7

74.1

70.3

8 - 30

7.5

6.8

4.6

31 - 60

5.8

1.1

1.0

61 - 90

6.1

5.2

7.1

91 - 180

10.4

10.6

4.7

> 180

6.5

2.2

12.3

Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940.

Weighted Average Maturity

 

11/30/11

5/31/11

11/30/10

Fidelity Securities Lending Cash Central Fund

38 Days

26 Days

50 Days

All Taxable Money Market Funds Average***

43 Days

45 Days

48 Days

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Weighted Average Life

 

11/30/11

5/31/11

11/30/10

Fidelity Securities Lending Cash Central Fund

50 Days

49 Days

73 Days

Weighted Average Life (WAL) is the weighted average of the life of the securities held in a fund or portfolio and can be used as a measure of sensitivity to changes in liquidity and/or credit risk. Generally, the higher the value, the greater the sensitivity. WAL is based on the dollar-weighted average length of time until principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets. The difference between WAM and WAL is that WAM takes into account interest rate resets and WAL does not. WAL for money market funds is not the same as WAL of a mortgage- or asset-backed security.

Asset Allocation (% of fund's net assets)

As of November 30, 2011 *

As of May 31, 2011 **

ghi62431

Commercial Paper 1.3%

 

ghi62431

Commercial Paper 0.0%

 

ghi62434

Bank CDs, BAs,
TDs, and Notes 42.9%

 

ghi62434

Bank CDs, BAs,
TDs, and Notes 23.4%

 

ghi62437

Government
Securities 37.1%

 

ghi62437

Government
Securities 29.7%

 

ghi62440

Repurchase
Agreements 22.1%

 

ghi62440

Repurchase
Agreements 46.9%

 

ghi62443

Net Other Assets**** (3.4)%

 

ghi62445

Net Other Assets 0.0%

 

ghi62447

* Foreign investments

29.2%

 

** Foreign investments

21.2%

 

*** Source: iMoneyNet, Inc.

**** Net Other Assets are not included in the pie chart.

Amount represents less than 0.1%

Semiannual Report


Investments November 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Certificates of Deposit - 1.5%

 

 

Yield (a)

Principal
Amount

Value

New York Branch, Yankee Dollar, Foreign Banks - 1.5%

Sumitomo Mitsui Banking Corp.

 

12/9/11

0.19%

$ 226,000,000

$ 225,999,121

Commercial Paper - 1.3%

 

JPMorgan Chase & Co.

 

12/1/11

0.01

200,000,000


200,000,000

Federal Agencies - 29.5%

 

Fannie Mae - 3.9%

 

12/19/11 to 5/30/12

0.09 to 0.11

600,573,000

600,452,132

Federal Farm Credit Bank - 0.5%

 

11/29/12

0.21 (b)

70,000,000

69,982,397

Federal Home Loan Bank - 13.1%

 

12/30/11 to 11/15/12

0.06 to 0.41 (b)

2,029,810,000

2,029,716,543

Freddie Mac - 12.0%

 

12/21/11 to 11/2/12

0.05 to 0.21 (b)

1,854,576,000

1,855,540,095

TOTAL FEDERAL AGENCIES

4,555,691,167

U.S. Treasury Obligations - 7.6%

 

U.S. Treasury Bills - 3.7%

 

1/12/12 to 5/31/12

0.07 to 0.08

571,000,000

570,874,237

U.S. Treasury Notes - 3.9%

 

12/31/11 to 6/15/12

0.07 to 0.15

594,000,000

596,982,087

TOTAL U.S. TREASURY OBLIGATIONS

1,167,856,324

Time Deposits - 41.4%

 

Bank of America NA

 

12/1/11

0.01

700,000,000

700,000,000

Bank of Nova Scotia

 

12/1/11

0.07

500,000,000

500,000,000

Barclays Bank PLC

 

12/1/11

0.12

400,000,000

400,000,000

Time Deposits - continued

 

 

Yield (a)

Principal
Amount

Value

Citibank NA

 

12/1/11

0.09%

$ 700,000,000

$ 700,000,000

Commerzbank AG

 

12/1/11

0.10

700,000,000

700,000,000

Deutsche Bank AG

 

12/1/11

0.06

700,000,000

700,000,000

DnB NOR Bank ASA

 

12/1/11

0.07

500,000,000

500,000,000

JPMorgan Chase & Co.

 

12/1/11

0.01

500,000,000

500,000,000

Nordea Bank AB

 

12/1/11

0.05

300,000,000

300,000,000

Royal Bank of Scotland NV

 

12/1/11

0.07

700,000,000

700,000,000

Swedbank AB

 

12/1/11

0.08

700,000,000

700,000,000

TOTAL TIME DEPOSITS

6,400,000,000

Repurchase Agreements - 22.1%

Maturity
Amount

 

In a joint trading account at:

0.1% dated 11/30/11 due 12/1/11 (Collateralized by U.S. Treasury Obligations) #

$ 40,000,111

40,000,000

0.12% dated 11/30/11 due 12/1/11 (Collateralized by U.S. Government Obligations) #

1,197,050,942

1,197,047,000

0.14% dated 11/30/11 due 12/1/11 (Collateralized by U.S. Government Obligations) #

20,738,080

20,738,000

With:

Barclays Capital, Inc. at:

0.09%, dated 11/29/11 due 12/6/11 (Collateralized by U.S. Treasury Obligations valued at $320,401,113, 0.13% - 4.63%, 7/15/12 - 2/15/40)

314,005,495

314,000,000

Repurchase Agreements - continued

Maturity
Amount

Value

With: - continued

Barclays Capital, Inc. at:

0.11%, dated 11/28/11 due 12/5/11 (Collateralized by U.S. Treasury Obligations valued at $329,573,926, 0% - 4.75%, 1/12/12 - 5/15/41)

$ 322,006,887

$ 322,000,000

0.15%, dated 11/7/11 due 12/7/11 (Collateralized by U.S. Government Obligations valued at $363,156,313, 2.15% - 6.5%, 7/1/35 - 11/1/41)

356,089,000

356,000,000

0.18%, dated 11/9/11 due 12/7/11 (Collateralized by U.S. Government Obligations valued at $362,139,832, 1.43% - 6.23%, 2/1/21 - 12/1/48)

355,157,975

355,000,000

Citigroup Global Capital Markets, Inc. at 0.1%, dated 11/30/11 due 12/7/11 (Collateralized by U.S. Treasury Obligations valued at $161,160,464, 0.63% - 1%, 4/30/12 - 2/28/13)

158,003,072

158,000,000

UBS Securities LLC at 0.19%, dated 12/7/11 due 12/7/11 (c)

351,057,428

351,000,000

Wells Fargo Securities, LLC at 0.19%, dated 11/30/11 due 12/1/11 (Collateralized by Corporate Obligations valued at $314,865,751, 2.38% - 9.46%, 8/15/12 - 6/15/41)

300,001,583

300,000,000

TOTAL REPURCHASE AGREEMENTS


3,413,785,000

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $15,963,331,612)

15,963,331,612

NET OTHER ASSETS (LIABILITIES) - (3.4)%

(527,053,093)

NET ASSETS - 100%

$ 15,436,278,519

Legend

(a) Yield represents either the annualized yield at the date of purchase, or the stated coupon rate, or, for floating and adjustable rate securities, the rate at period end.

(b) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(c) Represents a forward settling transaction and therefore no collateral securities had been allocated as of period end. The agreement anticipated the delivery of Collateralized Mortgage Obligations as collateral on settlement date.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$40,000,000 due 12/01/11 at 0.10%

BNP Paribas Securities Corp.

$ 438,001

HSBC Securities (USA), Inc.

39,561,999

 

$ 40,000,000

$1,197,047,000 due 12/01/11 at 0.12%

Barclays Capital, Inc.

$ 289,608,145

Merrill Lynch, Pierce, Fenner & Smith, Inc.

366,836,984

UBS Securities LLC

386,144,194

Wells Fargo Securities LLC

154,457,677

 

$ 1,197,047,000

$20,738,000 due 12/01/11 at 0.14%

Commerz Markets LLC

$ 1,825,989

ING Financial Markets LLC

6,208,362

Mizuho Securities USA, Inc.

12,451,977

RBC Capital Markets Corp.

251,672

 

$ 20,738,000

Other Information

The date shown for securities represents the date when principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets.

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At May 31, 2011, the Fund had a capital loss carryforward of approximately $1,152,556 all of which will expire in fiscal 2018. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

November 30, 2011 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $3,413,785,000) - See accompanying schedule:

Unaffiliated issuers (cost $15,963,331,612)

 

$ 15,963,331,612

Cash

 

199,999,572

Interest receivable

3,852,979

Other receivables

65,408

Total assets

16,167,249,571

 

 

 

Liabilities

Payable for investments purchased

$ 729,466,138

Distributions payable

1,423,349

Other payables and accrued expenses

81,565

Total liabilities

730,971,052

 

 

 

Net Assets

$ 15,436,278,519

Net Assets consist of:

 

Paid in capital

$ 15,437,338,005

Undistributed net investment income

1,823

Accumulated undistributed net realized gain (loss) on investments

(1,061,309)

Net Assets, for 15,433,941,268 shares outstanding

$ 15,436,278,519

Net Asset Value, offering price and redemption price per share ($15,436,278,519 ÷ 15,433,941,268 shares)

$ 1.00

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended November 30, 2011 (Unaudited)

 

  

  

Investment Income

  

  

Interest

 

$ 9,426,632

 

 

 

Expenses

Custodian fees and expenses

$ 46,085

Independent trustees' compensation

29,454

Total expenses before reductions

75,539

Expense reductions

(47,113)

28,426

Net investment income (loss)

9,398,206

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(24)

Net increase in net assets resulting from operations

$ 9,398,182

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended November 30, 2011 (Unaudited)

Year ended
May 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 9,398,206

$ 34,245,963

Net realized gain (loss)

(24)

7,135

Net increase in net assets resulting
from operations

9,398,182

34,253,098

Distributions to shareholders from net investment income

(9,396,383)

(34,245,978)

Affiliated share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

44,601,839,165

78,998,349,887

Cost of shares redeemed

(47,134,629,313)

(81,565,727,991)

Net increase (decrease) in net assets and shares resulting from share transactions

(2,532,790,148)

(2,567,378,104)

Total increase (decrease) in net assets

(2,532,788,349)

(2,567,370,984)

 

 

 

Net Assets

Beginning of period

17,969,066,868

20,536,437,852

End of period (including undistributed net investment income of $1,823 and undistributed net investment income of $0, respectively)

$ 15,436,278,519

$ 17,969,066,868

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

 

Six months ended November 30, 2011

Years ended May 31,

  

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)

  .001

  .002

  .002

  .014

  .043

  .053

Net realized and unrealized gain (loss) F

  -

  -

  -

  -

  -

  -

Total from investment operations

  .001

  .002

  .002

  .014

  .043

  .053

Distributions from net investment income

  (.001)

  (.002)

  (.002)

  (.014)

  (.043)

  (.053)

Distributions from net realized gain

  -

  -

  - F

  -

  -

  -

Total distributions

  (.001)

  (.002)

  (.002)

  (.014)

  (.043)

  (.053)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B,C

  .06%

  .22%

  .21%

  1.43%

  4.37%

  5.45%

Ratios to Average Net Assets E

 

 

 

 

 

 

Expenses before reductions

  -% A,D

  -%D

  -%D

  -%D

  -%D

  .01%

Expenses net of fee waivers, if any

  -% A,D

  -%D

  -%D

  -%D

  -%D

  .01%

Expenses net of all reductions

  -% A,D

  -%D

  -%D

  -%D

  -%D

  .01%

Net investment income (loss)

  .12% A

  .22%

  .21%

  1.61%

  4.18%

  5.32%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,436,279

$ 17,969,067

$ 20,536,438

$ 13,922,358

$ 23,217,668

$ 20,824,640

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Amount represents less than .01%.

E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

F Amount represents less than $.001 per share.

Semiannual Report

See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements

For the period ended November 30, 2011 (Unaudited)

1. Organization.

Fidelity® Securities Lending Cash Central Fund (the Fund) is a fund of Fidelity Revere Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. Shares of the Fund are only offered to other investment companies and accounts (the Investing Funds) managed by Fidelity Management & Research Company (FMR), or its affiliates.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates fair value. The amortized cost of an instrument is determined by valuing it at its original cost and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. Securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value are not quoted prices in an active market.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

2. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ -

Gross unrealized depreciation

-

Net unrealized appreciation (depreciation) on securities and other investments

$ -

 

 

Tax cost

$ 15,963,331,612

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be May 31, 2012.

3. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Reverse Repurchase Agreements. To enhance its yield, the Fund may enter into reverse repurchase agreements whereby the Fund transfers securities to a counterparty who then agrees to transfer them back to the Fund at a future date and agreed upon price, reflecting a rate of interest below market rate. Securities sold under a reverse repurchase agreement, if any, are recorded as a liability in the accompanying Statement of Assets and Liabilities. The Fund receives cash proceeds, which are invested in other securities, and agrees to repay the proceeds plus any accrued interest in return for the same securities transferred. The Fund continues to receive interest payments on the transferred securities during the term of the reverse repurchase agreement. During the period that a reverse repurchase agreement is outstanding, the Fund identifies cash and liquid securities as segregated in its custodian records with a value at least equal to its obligation under the agreement. If the counterparty defaults on its obligation, because of insolvency or other reasons, the Fund could experience delays and costs in recovering

Semiannual Report

3. Operating Policies - continued

Reverse Repurchase Agreements - continued

the security or in gaining access to the collateral. The average daily balance during the period for which reverse repurchase agreements were outstanding subject to interest amounted to $177,000,000. The weighted average interest rate was .00% on such amounts. At period end, there were no reverse repurchase agreements outstanding.

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with FIMM, FMR pays FIMM a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Trustees, and certain exceptions such as interest expense.

5. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $29,454.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $17,659.

6. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by FMR or an FMR affiliate were the owners of record of all of the outstanding shares of the fund.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Securities Lending Cash Central Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Nominating and Governance, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the lack of compensation payable under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Investments Money Management, Inc., and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that Fidelity Management & Research Company (FMR) has devoted increased resources to non U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by FMR or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Semiannual Report

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures and rationale for recommending different fees among different categories of funds and classes, as well as Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes; (vi) the reasons why certain expenses affect various funds and classes differently; (vii) Fidelity's transfer agent fees, expenses, and services and how the benefits of decreased costs and new efficiencies can be shared across all of the Fidelity funds; (viii) the reasons for and consequences of changes to certain product lines compared to competitors; (ix) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

Fidelity® Tax-Free
Cash Central Fund

Semiannual Report

November 30, 2011

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

TFC-SANN-0112
1.810806.107

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2011 to November 30, 2011).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

Annualized Expense Ratio

Beginning
Account Value
June 1, 2011

Ending
Account Value
November 30, 2011

Expenses Paid
During Period
*
June 1, 2011 to
November 30, 2011

Actual

.0015%

$ 1,000.00

$ 1,000.50

$ .01

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,024.99

$ .01

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Effective Maturity Diversification

Days

% of fund's
investments
11/30/11

% of fund's
investments
5/31/11

% of fund's
investments
11/30/10

1 - 7

100.0

100.0

100.0

Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment Company Act of 1940.

Weighted Average Maturity

 

11/30/11

5/31/11

11/30/10

Fidelity® Tax-Free Cash Central Fund

3 Days

3 Days

3 Days

All Tax-Free Money Market Funds Average*

33 Days

24 Days

32 Days

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Weighted Average Life

 

11/30/11

5/31/11

11/30/10

Fidelity Tax-Free Cash Central Fund

3 Days

3 Days

3 Days

Weighted Average Life (WAL) is the weighted average of the life of the securities held in a fund or portfolio and can be used as a measure of sensitivity to changes in liquidity and/or credit risk. Generally, the higher the value, the greater the sensitivity. WAL is based on the dollar-weighted average length of time until principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets. The difference between WAM and WAL is that WAM takes into account interest rate resets and WAL does not. WAL for money market funds is not the same as WAL of a mortgage- or asset-backed security.

Asset Allocation (% of fund's net assets)

As of November 30, 2011

As of May 31, 2011

jkl62451

Variable Rate Demand Notes (VRDNs) 100.0%

 

jkl62451

Variable Rate Demand Notes (VRDNs) 100.1%

 

jkl62454

Commercial Paper (including CP Mode) 0.1%

 

jkl62456

Commercial Paper (including CP Mode) 0.0%

 

jkl62456

Net Other Assets (0.1)%

 

jkl62456

Net Other Assets (0.1)%

 

jkl62460

 

 

jkl62460

 

 

jkl62463

* Source: iMoneyNet, Inc.

Net Other Assets are not included in the pie chart.

Semiannual Report


Investments November 30, 2011 (Unaudited)

Showing Percentage of Net Assets

Municipal Securities - 100.1%

Principal Amount

Value

Alabama - 3.4%

Columbia Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Proj.):

Series 1995 B, 0.09% 12/1/11, VRDN (a)

$ 6,500,000

$ 6,500,000

Series 1995 C, 0.19% 12/1/11, VRDN (a)

4,500,000

4,500,000

Series 1995 D, 0.13% 12/1/11, VRDN (a)

14,000,000

14,000,000

Series 1995 E, 0.12% 12/1/11, VRDN (a)

10,200,000

10,200,000

Eutaw Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Proj.) 0.09% 12/1/11, VRDN (a)

9,600,000

9,600,000

Mobile Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Barry Plant Proj.) Series 2009, 0.13% 12/1/11, VRDN (a)

11,200,000

11,200,000

Wilsonville Indl. Dev. Board Poll. Cont. Rev. (Alabama Pwr. Co. Proj.) Series D, 0.11% 12/1/11, VRDN (a)

1,700,000

1,700,000

 

57,700,000

Alaska - 1.6%

Alaska Indl. Dev. & Export Auth. Rev. (Greater Fairbanks Cmnty. Hosp. Foundation Proj.) Series 2009 A, 0.14% 12/7/11, LOC Union Bank of California, VRDN (a)

1,400,000

1,400,000

Valdez Marine Term. Rev. (Phillips Trans. Alaska, Inc. Proj.) Series 1994 B, 0.15% 12/7/11 (ConocoPhillips Guaranteed), VRDN (a)

24,900,000

24,900,000

 

26,300,000

Arizona - 0.3%

Arizona Health Facilities Auth. Rev. (Southwest Behavioral Health Svcs., Inc. Proj.) Series 2004, 0.13% 12/7/11, LOC JPMorgan Chase Bank, VRDN (a)

800,000

800,000

Pima County Indl. Dev. Auth. Indl. Rev. (Tucson Elec. Pwr. Co. Proj.) Series 1982 A, 0.13% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,600,000

1,600,000

Salt River Proj. Agricultural Impt. & Pwr. District Elec. Sys. Rev. Participating VRDN Series ROC II R 11980 X, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

2,130,000

2,130,000

 

4,530,000

California - 13.1%

California Gen. Oblig.:

Series 2003 A2, 0.08% 12/1/11, LOC Bank of Montreal, VRDN (a)

1,375,000

1,375,000

Series 2003 B1, 0.1% 12/7/11, LOC JPMorgan Chase Bank, LOC California Pub. Employees Retirement Sys., VRDN (a)

3,500,000

3,500,000

Series 2004 A1, 0.08% 12/1/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (a)

15,100,000

15,100,000

Municipal Securities - continued

Principal Amount

Value

California - continued

California Gen. Oblig.: - continued

Series 2004 A4, 0.09% 12/1/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (a)

$ 33,100,000

$ 33,100,000

Series 2004 A5, 0.08% 12/1/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (a)

5,180,000

5,180,000

Series 2004 A6, 0.11% 12/7/11, LOC Citibank NA, LOC California Teachers Retirement Sys., VRDN (a)

1,600,000

1,600,000

Series 2004 B1, 0.08% 12/1/11, LOC Citibank NA, VRDN (a)

7,675,000

7,675,000

Series 2004 B3, 0.08% 12/1/11, LOC Citibank NA, VRDN (a)

2,950,000

2,950,000

Series 2004 B5, 0.11% 12/7/11, LOC Citibank NA, VRDN (a)

3,400,000

3,400,000

California Health Facilities Fing. Auth. Rev.:

(Adventist Health Sys. West Proj.) Series 2009 B, 0.08% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

1,300,000

1,300,000

(St. Joseph Health Sys. Proj.) Series 2011 B, 0.07% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

1,700,000

1,700,000

California Infrastructure & Econ. Dev. Bank Rev. (Pacific Gas and Elec. Co. Proj.):

Series 2009 A, 0.08% 12/1/11, LOC Mizuho Corporate Bank Ltd., VRDN (a)

9,800,000

9,800,000

Series 2009 C, 0.08% 12/1/11, LOC Sumitomo Mitsui Banking Corp., VRDN (a)

20,300,000

20,300,000

California Muni. Fin. Auth. Rev. (La Sierra Univ. Proj.) Series 2008 B, 0.1% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

2,360,000

2,360,000

California Poll. Cont. Fing. Auth. Ctfs. of Prtn. (Pacific Gas & Elec. Co. Proj.) Series 1996 C, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

6,500,000

6,500,000

California Poll. Cont. Fing. Auth. Envir. Impt. Rev. (Air Products & Chemicals Proj.) Series 2008 B, 0.09% 12/1/11, VRDN (a)

1,100,000

1,100,000

California Statewide Cmntys. Dev. Auth. Gas Supply Rev. Series 2010, 0.12% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (a)

2,000,000

2,000,000

California Statewide Cmntys. Dev. Auth. Rev. (Los Angeles County Museum of Art Proj.) Series 2008 B, 0.07% 12/7/11, LOC Union Bank of California, VRDN (a)

8,200,000

8,200,000

Castaic Lake Wtr. Agcy. Ctfs. of Prtn. (1994 Rfdg. Proj.) Series 2008 A, 0.08% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

5,200,000

5,200,000

El Dorado Irrigation District Rev. Ctfs. of Prtn. Series 2008 A, 0.11% 12/7/11, LOC Citibank NA, VRDN (a)

7,750,000

7,750,000

Municipal Securities - continued

Principal Amount

Value

California - continued

Los Angeles Cmnty. College District Participating VRDN Series ROC II R 11727, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

$ 3,000,000

$ 3,000,000

Los Angeles Dept. of Wtr. & Pwr. Wtrwks. Rev. Participating VRDN Series ROC II R 12322, 0.11% 12/1/11 (Liquidity Facility Citibank NA) (a)(b)

14,390,000

14,390,000

Los Angeles Gen. Oblig. Participating VRDN:

Series Putters 3930, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (a)(b)

12,800,000

12,800,000

Series Putters 3931, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (a)(b)

6,100,000

6,100,000

Menlo Park Cmnty. Dev. Agcy. Tax (Las Pulgas Cmnty. Dev. Proj.) Series 2006, 0.15% 12/1/11, LOC State Street Bank & Trust Co., Boston, VRDN (a)

6,100,000

6,100,000

Metropolitan Wtr. District of Southern California Wtrwks. Rev. Participating VRDN Series EGL 07 0044, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

4,250,000

4,250,000

Sacramento County Sanitation District Fing. Auth. Rev. (Sacramento Reg'l. County Sanitation District Proj.) Series 2008 B, 0.09% 12/1/11, LOC Morgan Stanley Bank, West Valley City Utah, VRDN (a)

15,700,000

15,700,000

San Pablo Redev. Agcy. 0.15% 12/1/11, LOC Union Bank of California, VRDN (a)

5,000,000

5,000,000

Santa Clara County Fing. Auth. Rev. (El Camino Hosp. Proj.) Series 2009 A, 0.09% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

10,000,000

10,000,000

Torrance Gen. Oblig. Rev. (Torrance Memorial Med. Ctr. Proj.) Series 2010 B, 0.11% 12/7/11, LOC Citibank NA, VRDN (a)

2,300,000

2,300,000

 

219,730,000

Colorado - 0.5%

Colorado Edl. & Cultural Facilities Auth. Rev. (Clyfford Still Museum Proj.) Series 2008, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

2,000,000

2,000,000

Colorado Health Facilities Auth. Rev. (NCMC, Inc. Proj.) Series 2009 A, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

2,775,000

2,775,000

Denver Urban Renewal Auth. Tax Increment Rev. Series 2008 A1, 0.14% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

3,000,000

3,000,000

 

7,775,000

Municipal Securities - continued

Principal Amount

Value

Connecticut - 0.5%

Connecticut Gen. Oblig. Participating VRDN Series WF 11 89C, 0.15% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (a)(b)

$ 1,900,000

$ 1,900,000

Connecticut Health & Edl. Facilities Auth. Rev.:

(Edgehill Proj.) Series 2000 C, 0.15% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

5,500,000

5,500,000

Participating VRDN Series BBT 08 32, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (a)(b)

1,000,000

1,000,000

 

8,400,000

Delaware - 1.0%

Delaware Econ. Dev. Auth. Rev. (Peninsula United Methodist Homes, Inc. Proj.) Series A, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (a)

16,555,000

16,555,000

District Of Columbia - 0.7%

District of Columbia Rev.:

(American Psychological Assoc. Proj.) Series 2003, 0.32% 12/7/11, LOC Bank of America NA, VRDN (a)

5,305,000

5,305,000

(Medlantic/Helix Proj.) Series 1998 A Tranche I, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

4,650,000

4,650,000

(The Pew Charitable Trust Proj.) Series 2008 A, 0.11% 12/7/11, LOC PNC Bank NA, VRDN (a)

2,100,000

2,100,000

 

12,055,000

Florida - 4.4%

Alachua County Health Facilities Auth. Continuing Care Retirement Cmnty. Rev. (Oak Hammock at The Univ. of Florida, Inc. Proj.) Series A, 0.15% 12/1/11, LOC Bank of Scotland PLC, VRDN (a)

4,900,000

4,900,000

Broward County Fin. Auth. Multi-family Hsg. Rev. (Jacaranda Village Apts. Proj.) Series 1997, 0.13% 12/7/11, LOC HSBC Bank USA, NA, VRDN (a)

1,460,000

1,460,000

Broward County Gen. Oblig. Participating VRDN Series BBT 2015, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (a)(b)

2,725,000

2,725,000

Florida Board of Ed. Pub. Ed. Cap. Outlay Participating VRDN Series ROC II R 11302, 0.13% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

7,530,000

7,530,000

Florida Gen. Oblig. Participating VRDN Series PZ 130, 0.17% 12/7/11 (Liquidity Facility Wells Fargo & Co.) (a)(b)

3,600,000

3,600,000

Florida Hsg. Fin. Corp. Multi-family Mtg. Rev. (Mariner's Cay Apts. Proj.) Series 2008 M, 0.14% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (a)

2,700,000

2,700,000

Florida Keys Aqueduct Auth. Wtr. Rev. Series 2008, 0.08% 12/7/11, LOC TD Banknorth, NA, VRDN (a)

1,000,000

1,000,000

Municipal Securities - continued

Principal Amount

Value

Florida - continued

Jacksonville Econ. Dev. Commission Healthcare Rev. (Methodist Hosp. Proj.) Series 2005, 0.08% 12/1/11, LOC TD Banknorth, NA, VRDN (a)

$ 1,000,000

$ 1,000,000

Jacksonville Elec. Auth. Elec. Sys. Rev. Series Three 2008 B4, 0.09% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

2,400,000

2,400,000

Jacksonville Health Facilities Auth. Hosp. Rev. (Baptist Med. Ctr. Proj.) Series 2001, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

11,070,000

11,070,000

North Broward Hosp. District Rev. Series 2005 A, 0.1% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,725,000

1,725,000

Orange County Health Facilities Auth. Rev. (Orlando Reg'l. Health Care Sys. Proj.) Series 2008 E, 0.11% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

4,500,000

4,500,000

Orange County Hsg. Fin. Auth. Multi-family Rev. (Heather Glen Apts. Proj.) Series 2001, 0.11% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (a)

1,900,000

1,900,000

Palm Beach County Rev. (Hanley Ctr. Proj.) Series 2006, 0.32% 12/7/11, LOC Bank of America NA, VRDN (a)

1,805,000

1,805,000

Pinellas County Health Facilities Auth. Rev. (BayCare Health Sys. Proj.) Series 2009 A1, 0.09% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

10,550,000

10,550,000

Polk County School Board Ctfs. of Prtn. (Master Lease Prog.) Series 2009 A, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

3,850,000

3,850,000

South Florida Wtr. Mgmt. District Ctfs. of Prtn. Participating VRDN Series ROC II R 12313, 0.11% 12/1/11 (Liquidity Facility Citibank NA) (a)(b)

4,000,000

4,000,000

Univ. of North Florida Parking Sys. Rev. Series 1998, 0.16% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

6,100,000

6,100,000

 

72,815,000

Georgia - 3.1%

Athens-Clarke County Unified Govt. Dev. Auth. Rev. (Univ. of Georgia Athletic Assoc. Proj.):

Series 2003, 0.15% 12/1/11, LOC Bank of America NA, VRDN (a)

5,520,000

5,520,000

Series 2005 B, 0.15% 12/1/11, LOC Bank of America NA, VRDN (a)

7,625,000

7,625,000

DeKalb County Hsg. Auth. Multi-family Hsg. Rev. (Timber Trace Apts. Proj.) Series 2003, 0.12% 12/7/11, LOC Freddie Mac, VRDN (a)

2,265,000

2,265,000

Fulton County Hosp. Auth. Rev. (Northside Hosp. Proj.) Series 2003 B, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

1,400,000

1,400,000

Municipal Securities - continued

Principal Amount

Value

Georgia - continued

Gainesville & Hall County Dev. Auth. Rev. (Lanier Village Estates, Inc. Proj.) Series 2003 B, 0.1% 12/1/11, LOC TD Banknorth, NA, VRDN (a)

$ 17,955,000

$ 17,955,000

Georgia Gen. Oblig. Participating VRDN Series 85TP, 0.13% 12/7/11 (Liquidity Facility Wells Fargo & Co.) (a)(b)

3,040,000

3,040,000

Glynn-Brunswick Memorial Hosp. Auth. Rev. (Southeast Georgia Health Sys. Proj.) Series 2008 B, 0.15% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

5,690,000

5,690,000

Main Street Natural Gas, Inc. Georgia Gas Proj. Rev. Series 2010 A, 0.13% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (a)

2,800,000

2,800,000

Roswell Hsg. Auth. Multi-family Hsg. Rev. (Azalea Park Apts. Proj.) Series 1996, 0.12% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (a)

5,500,000

5,500,000

 

51,795,000

Idaho - 0.1%

Idaho Hsg. & Fin. Assoc. Single Family Mtg. Series C, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (a)

1,400,000

1,400,000

Illinois - 5.0%

Chicago Board of Ed.:

Series 2009 B, 0.11% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

1,500,000

1,500,000

Series 2010 A, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

7,550,000

7,550,000

Series 2010 B, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

4,020,000

4,020,000

Chicago Multi-Family Hsg. Rev. (Oakwood Shores Sr. Apts. Proj.) Series 2010, 0.18% 12/7/11, LOC Bank of America NA, VRDN (a)

3,520,000

3,520,000

Chicago Wastewtr. Transmission Rev.:

Series 2008 C1, 0.09% 12/1/11, LOC BMO Harris Bank NA, VRDN (a)

6,600,000

6,600,000

Series 2008 C3, 0.09% 12/1/11, LOC Northern Trust Co., VRDN (a)

6,000,000

6,000,000

Chicago Wtr. Rev. Series 2004 A3, 0.12% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (a)

7,480,000

7,480,000

Illinois Dev. Fin. Auth. Rev. (Glenwood School for Boys Proj.) Series 1998, 0.15% 12/7/11, LOC BMO Harris Bank NA, VRDN (a)

2,400,000

2,400,000

Illinois Fin. Auth. Rev.:

(Chicago Symphony Orchestra Proj.) Series 2008, 0.13% 12/7/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

1,000,000

1,000,000

Municipal Securities - continued

Principal Amount

Value

Illinois - continued

Illinois Fin. Auth. Rev.: - continued

(Northwest Cmnty. Hosp. Proj.) Series 2008 C, 0.13% 12/7/11, LOC JPMorgan Chase Bank, VRDN (a)

$ 14,800,000

$ 14,800,000

(OSF Healthcare Sys. Proj.) Series 2009 C, 0.12% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,750,000

1,750,000

(Provena Health Proj.):

Series 2009 B, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

4,700,000

4,700,000

Series 2010 D, 0.11% 12/7/11, LOC Union Bank of California, VRDN (a)

1,950,000

1,950,000

(The Univ. of Chicago Med. Ctr. Proj.) Series 2009 E1, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

7,325,000

7,325,000

Participating VRDN Series Putters 3302, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (a)(b)

1,500,000

1,500,000

Illinois Toll Hwy. Auth. Toll Hwy. Rev. Series 2007 A 1B, 0.11% 12/7/11, LOC PNC Bank NA, VRDN (a)

4,800,000

4,800,000

Lake County Multi-family Hsg. Rev. (Whispering Oaks Apts. Proj.) Series 2008, 0.11% 12/7/11, LOC Freddie Mac, VRDN (a)

3,250,000

3,250,000

Romeoville Gen. Oblig. Rev. (Lewis Univ. Proj.) Series 2006, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

4,135,000

4,135,000

 

84,280,000

Indiana - 0.6%

Indiana Fin. Auth. Hosp. Rev. (Floyd Memorial Hosp. and Health Svcs. Proj.) Series 2008, 0.15% 12/1/11, LOC Branch Banking & Trust Co., VRDN (a)

1,800,000

1,800,000

Indiana Health & Edl. Facilities Fing. Auth. Hosp. Rev. (Howard Reg'l. Health Sys. Proj.) Series B, 0.15% 12/1/11, LOC BMO Harris Bank NA, VRDN (a)

5,280,000

5,280,000

Indiana Health Facility Fing. Auth. Rev. (Fayette Memorial Hosp. Assoc. Proj.) Series A, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

2,800,000

2,800,000

 

9,880,000

Iowa - 0.3%

Iowa Fin. Auth. Private College Rev. (Morningside College Proj.) 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

2,280,000

2,280,000

Iowa Higher Ed. Ln. Auth. Rev. (Saint Ambrose Univ. Proj.) 0.15% 12/1/11, LOC Northern Trust Co., VRDN (a)

3,225,000

3,225,000

 

5,505,000

Municipal Securities - continued

Principal Amount

Value

Kansas - 2.3%

Univ. of Kansas Hosp. Auth. Health Facilities Rev. (KU Health Sys. Proj.) Series 2004, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

$ 11,550,000

$ 11,550,000

Wichita Gen. Oblig. Participating VRDN Series Putters 3951, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (a)(b)

26,350,000

26,350,000

 

37,900,000

Kentucky - 1.2%

Boyle County Hosp. Rev. (Ephraim McDowell Health Proj.) Series 2006, 0.14% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

8,000,000

8,000,000

Kentucky Econ. Dev. Fin. Auth. Hosp. Rev. (Baptist Healthcare Sys. Proj.) Series 2009 B1, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

10,075,000

10,075,000

Louisville & Jefferson County Metropolitan Govt. Multi-family Hsg. Rev. (Waterford Place Apts. Proj.) Series 2003, 0.12% 12/7/11, LOC Freddie Mac, VRDN (a)

2,650,000

2,650,000

 

20,725,000

Louisiana - 7.1%

Louisiana Hsg. Fin. Agcy. Rev. (Canterbury House Apts. Proj.) Series 2007, 0.2% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (a)

5,000,000

5,000,000

Louisiana Pub. Facilities Auth. Gulf Opportunity Zone Rev. Series 2010, 0.12% 12/7/11, LOC Fed. Home Ln. Bank Atlanta, VRDN (a)

21,000,000

21,000,000

Louisiana Pub. Facilities Auth. Hosp. Rev. (Franciscan Missionaries of Our Lady Health Sys. Proj.) Series 2005 D, 0.09% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

18,950,000

18,950,000

Louisiana Pub. Facilities Auth. Rev.:

(Air Products & Chemicals, Inc. Proj.):

Series 2007, 0.07% 12/1/11, VRDN (a)

17,200,000

17,200,000

Series 2008 B, 0.07% 12/1/11, VRDN (a)

7,700,000

7,700,000

Series 2009 A, 0.1% 12/7/11, VRDN (a)

12,800,000

12,800,000

Series 2010, 0.08% 12/7/11, VRDN (a)

4,000,000

4,000,000

(Christus Health Proj.) Series 2008 B, 0.08% 12/7/11, VRDN (a)

10,000,000

10,000,000

Saint Charles Parish Poll. Cont. Rev. (Shell Oil Co. Proj.) Series 1992 B, 0.11% 12/1/11, VRDN (a)

11,850,000

11,850,000

St. James Parish Gen. Oblig. (NuStar Logistics LP Proj.) Series 2010, 0.13% 12/7/11, LOC JPMorgan Chase Bank, VRDN (a)

10,000,000

10,000,000

 

118,500,000

Municipal Securities - continued

Principal Amount

Value

Maryland - 1.1%

Maryland Econ. Dev. Auth. Rev. (United States Pharmacopeial Convention, Inc. Proj.) Series 2008 A, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

$ 2,600,000

$ 2,600,000

Maryland Health & Higher Edl. Facilities Auth. Rev. (Upper Chesapeake Hosp. Proj.) Series 2008 A, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

15,690,000

15,690,000

 

18,290,000

Massachusetts - 0.9%

Massachusetts Dev. Fin. Agcy. Rev. (Boston Univ. Proj.) Series U-6C, 0.1% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

5,000,000

5,000,000

Massachusetts Health & Edl. Facilities Auth. Rev.:

(Partners HealthCare Sys., Inc. Proj.) Series D5, 0.07% 12/1/11, VRDN (a)

7,115,000

7,115,000

(Wellesley College Proj.) Series I, 0.07% 12/1/11, VRDN (a)

1,000,000

1,000,000

Massachusetts School Bldg. Auth. Dedicated Sales Tax Rev. Participating VRDN Series EGL 07 0031, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

1,000,000

1,000,000

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev. Participating VRDN Series BBT 2031, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (a)(b)

1,100,000

1,100,000

 

15,215,000

Michigan - 2.6%

Chelsea Econ. Dev. Corp. Ltd. Oblig. Rev. (Silver Maples of Chelsea Proj.) 0.15% 12/7/11, LOC Comerica Bank, VRDN (a)

2,680,000

2,680,000

Eastern Michigan Univ. Revs.:

Series 2009 A, 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

2,300,000

2,300,000

Series 2009 B, 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

2,300,000

2,300,000

Farmington Hills Hosp. Fin. Auth. Hosp. Rev. (Botsford Gen. Hosp. Proj.) Series 2008 A, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

11,200,000

11,200,000

Michigan Higher Ed. Rev. (Univ. of Detroit Mercy Proj.) Series 2007, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

2,420,000

2,420,000

Michigan Hosp. Fin. Auth. Rev. Participating VRDN Series ROC II R 11676, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

1,000,000

1,000,000

Municipal Securities - continued

Principal Amount

Value

Michigan - continued

Michigan Hsg. Dev. Auth. Single Family Mtg. Rev. Series 2009 D, 0.12% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (a)

$ 2,900,000

$ 2,900,000

Michigan Strategic Fund Ltd. Oblig. Rev.:

(Ascension Health Cr. Group Proj.) Series 2007 V1, 0.08% 12/1/11, VRDN (a)

11,100,000

11,100,000

(Henry Ford Museum & Greenfield Village Projs.) Series 2002, 0.12% 12/1/11, LOC Comerica Bank, VRDN (a)

7,500,000

7,500,000

 

43,400,000

Minnesota - 1.0%

Metropolitan Council Gen. Oblig. Rev. Participating VRDN Series Putters 3954, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (a)(b)

17,500,000

17,500,000

Mississippi - 0.2%

Mississippi Gen. Oblig. Participating VRDN Series ROC II-R 11987, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

3,600,000

3,600,000

Missouri - 3.8%

Kansas City Indl. Dev. Auth. (Ewing Marion Kauffman Foundation Prog.):

Series A, 0.15% 12/1/11, VRDN (a)

9,650,000

9,650,000

0.15% 12/1/11, VRDN (a)

3,000,000

3,000,000

Missouri Dev. Fin. Board Lease Rev. (Missouri Assoc. of Muni. Utils. Proj.) 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

2,500,000

2,500,000

Missouri Health & Edl. Facilities Auth. Edl. Facilities Rev.:

(DeSmet Jesuit High School Proj.) Series 2002, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

5,400,000

5,400,000

(Saint Louis Univ. Proj.) Series 2008 A1, 0.09% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

5,500,000

5,500,000

Participating VRDN Series BBT 08 39, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (a)(b)

2,025,000

2,025,000

Missouri Health & Edl. Facilities Auth. Health Facilities Rev.:

(Bethesda Health Group, Inc. Proj.) Series 2009, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

12,600,000

12,600,000

(SSM Health Care Proj.) Series 2010 E, 0.08% 12/1/11, LOC PNC Bank NA, VRDN (a)

22,260,000

22,260,000

Missouri Highways & Trans. Commission State Road Rev. Series 2005 B, 0.12% 12/7/11, LOC State Street Bank & Trust Co., Boston, VRDN (a)

1,125,000

1,125,000

 

64,060,000

Municipal Securities - continued

Principal Amount

Value

Montana - 0.6%

Helena Higher Ed. Rev. (Carroll College Campus Hsg. Proj.) 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

$ 9,900,000

$ 9,900,000

Nebraska - 0.2%

Central Plains Energy Proj. Rev. (Nebraska Gas Proj.) Series 2009, 0.13% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (a)

3,400,000

3,400,000

Nevada - 1.0%

Clark County Fuel Tax Participating VRDN ROC II R 11836, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

7,500,000

7,500,000

Las Vegas Gen. Oblig. Series 2006 C, 0.14% 12/1/11, LOC Lloyds TSB Bank PLC, VRDN (a)

9,100,000

9,100,000

 

16,600,000

New Jersey - 0.1%

South Jersey Trans. Auth. Trans. Sys. Rev. Series 2009 A4, 0.1% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,500,000

1,500,000

New Mexico - 0.4%

New Mexico Muni. Energy Acquisition Auth. Gas Supply Rev. Series 2009, 0.13% 12/7/11 (Liquidity Facility Royal Bank of Canada), VRDN (a)

7,395,000

7,395,000

New York - 5.1%

Long Island Pwr. Auth. Elec. Sys. Rev. Series 2001 1B, 0.07% 12/1/11, LOC State Street Bank & Trust Co., Boston, VRDN (a)

2,000,000

2,000,000

New York City Gen. Oblig.:

Series 2004 A6, 0.09% 12/7/11, LOC Mizuho Corporate Bank Ltd., VRDN (a)

3,500,000

3,500,000

Series 2004 H3, 0.08% 12/7/11, LOC Bank of New York, New York, VRDN (a)

3,185,000

3,185,000

Series 2006 I6, 0.08% 12/1/11, LOC California Teachers Retirement Sys., VRDN (a)

1,640,000

1,640,000

Series 2008 J10, 0.09% 12/7/11 (Liquidity Facility Bank of Tokyo-Mitsubishi UFJ Ltd.), VRDN (a)

2,400,000

2,400,000

New York City Hsg. Dev. Corp. Multi-family Hsg. Mtg. Rev. (245 East 124th Street Proj.) Series 2008 A, 0.1% 12/7/11, LOC Freddie Mac, VRDN (a)

900,000

900,000

New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev.:

Participating VRDN Series Putters 3484, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (a)(b)

2,595,000

2,595,000

Series 2006 AA1, 0.08% 12/1/11 (Liquidity Facility California Teachers Retirement Sys.) (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a)

43,760,000

43,760,000

Series 2011 DD-3B, 0.09% 12/1/11 (Liquidity Facility California Teachers Retirement Sys.), VRDN (a)

15,050,000

15,050,000

Municipal Securities - continued

Principal Amount

Value

New York - continued

New York City Transitional Fin. Auth. Rev.:

Series 2003 A4, 0.07% 12/1/11 (Liquidity Facility TD Banknorth, NA), VRDN (a)

$ 3,900,000

$ 3,900,000

Series C, 0.11% 12/1/11 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah), VRDN (a)

2,800,000

2,800,000

New York Hsg. Fin. Agcy. Rev. (West 37th St. Hsg. Proj.) Series 2009 B, 0.14% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

2,900,000

2,900,000

 

84,630,000

North Carolina - 2.6%

Charlotte Wtr. & Swr. Sys. Rev. Series 2002 B, 0.12% 12/7/11 (Liquidity Facility Wells Fargo Bank NA), VRDN (a)

1,120,000

1,120,000

Charlotte-Mecklenburg Hosp. Auth. Health Care Sys. Rev.:

Series 2005 C, 0.06% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

3,400,000

3,400,000

Series 2005 D, 0.06% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

2,905,000

2,905,000

North Carolina Med. Care Commission Health Care Facilities Rev.:

(Cape Fear Valley Health Sys. Proj.) Series 2008 A1, 0.11% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

2,875,000

2,875,000

(Univ. Health Systems of Eastern Carolina) Series 2008 B1, 0.11% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

1,265,000

1,265,000

(Wake Forest Univ. Proj.) Series 2008 D, 0.15% 12/1/11, LOC Bank of America NA, VRDN (a)

3,000,000

3,000,000

(WakeMed Proj.):

Series 2009 B, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

9,400,000

9,400,000

Series 2009 C, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

6,685,000

6,685,000

Participating VRDN Series BC 10 31W, 0.15% 12/7/11 (Liquidity Facility Barclays Bank PLC) (a)(b)

1,875,000

1,875,000

Piedmont Triad Arpt. Auth. Series 2008 A, 0.11% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

1,800,000

1,800,000

Wake County Gen. Oblig. Series 2003 B, 0.12% 12/7/11 (Liquidity Facility Wells Fargo Bank NA), VRDN (a)

8,700,000

8,700,000

 

43,025,000

Ohio - 3.6%

Alliance Hosp. Rev. (Alliance Obligated Group Proj.) Series 2003, 0.13% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

16,575,000

16,575,000

Municipal Securities - continued

Principal Amount

Value

Ohio - continued

Ohio Higher Edl. Facility Commission Rev.:

(Cleveland Clinic Foundation Proj.) Series 2008 B4, 0.07% 12/1/11, VRDN (a)

$ 7,200,000

$ 7,200,000

Series 2008 B1, 0.11% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

8,800,000

8,800,000

Ohio Hosp. Facilities Rev. Participating VRDN:

Series Putters 3551, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase Bank) (a)(b)

6,335,000

6,335,000

Series Putters 3558, 0.14% 12/7/11 (Liquidity Facility JPMorgan Chase Bank) (a)(b)

12,800,000

12,800,000

Ohio Wtr. Dev. Auth. Poll. Cont. Facilities Rev. (First Energy Nuclear Generation Corp. Proj.) Series 2006 B, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

9,250,000

9,250,000

 

60,960,000

Oregon - 1.7%

Multnomah County Hosp. Facilities Auth. Rev. (Mirabella at South Waterfront Proj.) Series 2008 A, 0.11% 12/1/11, LOC Bank of Scotland PLC, VRDN (a)

28,400,000

28,400,000

Pennsylvania - 6.9%

Allegheny County Hosp. Dev. Auth. Rev. (Jefferson Reg'l. Med. Ctr. Proj.) Series 2008 A, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

6,000,000

6,000,000

Allegheny County Indl. Dev. Auth. Health & Hsg. Facilities Rev. (Longwood at Oakmont, Inc. Proj.):

Series 2001 A, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (a)

5,810,000

5,810,000

Series 2001 B, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (a)

5,600,000

5,600,000

Allegheny County Indl. Dev. Auth. Health Care Rev. (Vincentian Collaborative Sys. Proj.) Series 2008 A, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

4,300,000

4,300,000

Allegheny County Indl. Dev. Auth. Rev.:

(Jewish Home & Hosp. for Aged Proj.) Series 1996 B, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

2,380,000

2,380,000

(Our Lady of the Sacred Heart High School Proj.) Series 2002, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

3,710,000

3,710,000

Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Series 2005 A, 0.12% 12/7/11, LOC Bank of Nova Scotia New York Branch, VRDN (a)

3,300,000

3,300,000

Delaware County Indl. Dev. Auth. Arpt. Facilities Rev. (United Parcel Svc. Proj.) Series 1985, 0.08% 12/1/11 (United Parcel Svc., Inc. Guaranteed), VRDN (a)

5,700,000

5,700,000

Municipal Securities - continued

Principal Amount

Value

Pennsylvania - continued

Haverford Township School District Series 2009, 0.14% 12/7/11, LOC TD Banknorth, NA, VRDN (a)

$ 6,960,000

$ 6,960,000

Montgomery County Indl. Dev. Auth. Rev. (ACTS Retirement-Life Cmntys., Inc. Obligated Group Proj.) Series 2002, 0.1% 12/1/11, LOC TD Banknorth, NA, VRDN (a)

5,760,000

5,760,000

Pennsylvania Higher Edl. Facilities Auth. Rev. (King's College Proj.) Series 2002 J3, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

845,000

845,000

Pennsylvania State Pub. School Participating VRDN Series Solar 06 161, 0.13% 12/7/11 (Liquidity Facility U.S. Bank NA, Minnesota) (a)(b)

4,000,000

4,000,000

Philadelphia Auth. for Indl. Dev. Rev. (New Courtland Elder Svcs. Proj.) Series 2003, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (a)

6,990,000

6,990,000

Philadelphia Gas Works Rev. (1998 Gen. Ordinance Proj.):

Eighth Series B, 0.11% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,420,000

1,420,000

Eighth Series C, 0.11% 12/7/11, LOC Bank of Nova Scotia New York Branch, VRDN (a)

19,000,000

19,000,000

Philadelphia Gen. Oblig. Series 2009 B, 0.1% 12/7/11, LOC Royal Bank of Canada, VRDN (a)

1,300,000

1,300,000

Philadelphia School District Series 2009 C, 0.09% 12/7/11, LOC TD Banknorth, NA, VRDN (a)

13,700,000

13,700,000

Philadelphia Wtr. & Wastewtr. Rev. Series 1997 B, 0.08% 12/7/11, LOC TD Banknorth, NA, VRDN (a)

1,900,000

1,900,000

Somerset County Gen. Oblig. Series 2009 C, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

2,700,000

2,700,000

Southeastern Pennsylvania Trans. Auth. Rev. Series 2007, 0.09% 12/1/11, LOC PNC Bank NA, VRDN (a)

11,800,000

11,800,000

Wilkes Barre Gen. Oblig. Series 2004 B, 0.14% 12/7/11, LOC PNC Bank NA, VRDN (a)

1,600,000

1,600,000

 

114,775,000

Rhode Island - 0.1%

Rhode Island Health and Edl. Bldg. Corp. Higher Ed. Facility Rev. (Bryant Univ. Proj.) Series 2008, 0.11% 12/7/11, LOC TD Banknorth, NA, VRDN (a)

2,000,000

2,000,000

South Carolina - 0.1%

Florence County Hosp. Rev. (McLeod Reg'l. Med. Ctr. Proj.) Series 2010 B, 0.2% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,085,000

1,085,000

Municipal Securities - continued

Principal Amount

Value

Tennessee - 7.2%

Clarksville Pub. Bldg. Auth. Rev. (Tennessee Muni. Bond Fund Proj.):

Series 2003, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

$ 6,025,000

$ 6,025,000

Series 2004, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

15,500,000

15,500,000

Series 2005, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

8,200,000

8,200,000

Series 2008, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

12,700,000

12,700,000

Indl. Dev. Board of Blount County and Cities of Alcoa and Maryville (Maryville Civic Arts Ctr. Proj.) Series 2009 A, 0.13% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

700,000

700,000

Memphis Health, Edl. & Hsg. Facilities Board (Watergrove Apts. Proj.) Series 2004, 0.14% 12/7/11, LOC Freddie Mac, VRDN (a)

3,200,000

3,200,000

Montgomery County Pub. Bldg. Auth. Pooled Fing. Rev. (Tennessee County Ln. Pool Prog.):

Series 2002, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

19,300,000

19,300,000

Series 2004, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

24,245,000

24,245,000

Series 2006, 0.19% 12/1/11, LOC Bank of America NA, VRDN (a)

27,680,000

27,680,000

Rutherford County Health & Edl. Facilities Board Rev. Participating VRDN BC 10 25W, 0.15% 12/7/11 (Liquidity Facility Barclays Bank PLC) (a)(b)

3,000,000

3,000,000

 

120,550,000

Texas - 5.8%

Austin Wtr. & Wastewtr. Sys. Rev. Series 2008, 0.13% 12/7/11, LOC Bank of Tokyo-Mitsubishi UFJ Ltd., LOC Sumitomo Mitsui Banking Corp., VRDN (a)

2,500,000

2,500,000

Cypress-Fairbanks Independent School District Participating VRDN Series 86TP, 0.13% 12/7/11 (Liquidity Facility Wells Fargo & Co.) (a)(b)

4,980,000

4,980,000

Frisco Independent School District Participating VRDN Series ROC II R 11960, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

2,600,000

2,600,000

Gulf Coast Waste Disp. Auth. Envir. Facilities Rev. (Air Products Proj.) Series 2004, 0.08% 12/7/11 (Air Products & Chemicals, Inc. Guaranteed), VRDN (a)

5,000,000

5,000,000

Municipal Securities - continued

Principal Amount

Value

Texas - continued

Harris County Cultural Ed. Facilities Fin. Corp. Rev. (YMCA of the Greater Houston Area Proj.) Series 2008 A, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

$ 9,175,000

$ 9,175,000

Harris County Cultural Ed. Facilities Fin. Corp. Spl. Facilities Rev. (Texas Med. Ctr. Proj.):

Series 2008 A, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

2,300,000

2,300,000

Series 2008 B1, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

5,825,000

5,825,000

Harris County Health Facilities Dev. Corp. Hosp. Rev. (Baylor College of Medicine Proj.) Series 2007 B, 0.09% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

8,605,000

8,605,000

Harris County Health Facilities Dev. Corp. Rev. (Saint Dominic Village Proj.) Series 2000, 0.15% 12/7/11, LOC JPMorgan Chase Bank, VRDN (a)

1,600,000

1,600,000

Houston Gen. Oblig. Series A, 0.2% 12/6/11, LOC Union Bank of California, CP

1,300,000

1,300,000

Medina Valley Texas Independent School District Participating VRDN Series ROC II R 11969, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

2,960,000

2,960,000

North Texas Tollway Auth. Rev. Series 2011 A, 0.1% 12/7/11, LOC Morgan Stanley Bank, West Valley City Utah, VRDN (a)

2,000,000

2,000,000

Port Arthur Navigation District Envir. Facilities Rev. (Motiva Enterprises LLC Proj.) Series 2010 C, 0.12% 12/1/11, VRDN (a)

12,700,000

12,700,000

Port Arthur Navigation District Indl. Dev. Corp. Exempt Facilities Rev. (Air Products Proj.) 0.08% 12/1/11, VRDN (a)

11,725,000

11,725,000

Tarrant County Cultural Ed. Facilities Fin. Corp. Hosp. Rev.:

(Baylor Health Care Sys. Proj.) Series 2011 E, 0.1% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

6,800,000

6,800,000

(Methodist Hospitals of Dallas Proj.) Series 2008, 0.12% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

6,105,000

6,105,000

Texas A&M Univ. Rev. Participating VRDN Series ROC II R 11804, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

3,965,000

3,965,000

Travis County Health Facilities Dev. (Longhorn Village Proj.) Series 2008 B, 0.15% 12/7/11, LOC Bank of Scotland PLC, VRDN (a)

1,500,000

1,500,000

Univ. of Texas Board of Regents Sys. Rev. Participating VRDN Series BBT 08 25, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (a)(b)

5,100,000

5,100,000

 

96,740,000

Municipal Securities - continued

Principal Amount

Value

Utah - 1.5%

Emery County Poll. Cont. Rev. (PacifiCorp Proj.) Series 1994, 0.12% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

$ 1,110,000

$ 1,110,000

Murray City Hosp. Rev. (IHC Health Svcs., Inc. Proj.) Series 2005 A, 0.09% 12/1/11 (Liquidity Facility JPMorgan Chase Bank), VRDN (a)

4,000,000

4,000,000

Riverton Hosp. Rev. Participating VRDN Series Putters 1762, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (a)(b)

20,500,000

20,500,000

 

25,610,000

Virginia - 1.9%

Albemarle County Econ. Dev. Auth. Hosp. Rev. (Martha Jefferson Hosp. Proj.) Series 2008 D, 0.12% 12/1/11, LOC Wells Fargo Bank NA, VRDN (a)

12,620,000

12,620,000

Fairfax County Indl. Dev. Auth. (Inova Health Sys. Proj.) Series A1, 0.09% 12/7/11 (Liquidity Facility TD Banknorth, NA), VRDN (a)

2,020,000

2,020,000

Lexington Indl. Dev. Auth. Edl. Facilities Rev. Series 2010, 0.1% 12/7/11, VRDN (a)

1,000,000

1,000,000

Loudoun County Indl. Dev. Auth. (Loudoun Country Day School, Inc. Proj.) Series 2008, 0.09% 12/7/11, LOC PNC Bank NA, VRDN (a)

1,010,000

1,010,000

Virginia College Bldg. Auth. Edl. Facilities Rev. (Shenandoah Univ. Proj.) Series 2006, 0.1% 12/1/11, LOC Branch Banking & Trust Co., VRDN (a)

3,900,000

3,900,000

Virginia Commonwealth Univ. Health Sys. Auth.:

Series 2008 A, 0.1% 12/1/11, LOC Branch Banking & Trust Co., VRDN (a)

2,640,000

2,640,000

Series 2008 B, 0.12% 12/1/11, LOC Branch Banking & Trust Co., VRDN (a)

2,840,000

2,840,000

Series 2008 C, 0.1% 12/1/11, LOC Branch Banking & Trust Co., VRDN (a)

5,000,000

5,000,000

 

31,030,000

Washington - 2.2%

Central Puget Sound Reg'l. Trans. Auth. Sales & Use Tax Rev. Participating VRDN Series BBT 08 34, 0.13% 12/7/11 (Liquidity Facility Branch Banking & Trust Co.) (a)(b)

6,150,000

6,150,000

King County Gen. Oblig. Participating VRDN:

Series Putters 3924, 0.11% 12/1/11 (Liquidity Facility JPMorgan Chase & Co.) (a)(b)

2,500,000

2,500,000

Series ROC II R 11731, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

9,815,000

9,815,000

Municipal Securities - continued

Principal Amount

Value

Washington - continued

Seattle Muni. Lt. & Pwr. Rev. Participating VRDN Series WF 11-18C, 0.16% 12/7/11 (Liquidity Facility Wells Fargo Bank NA) (a)(b)

$ 4,865,000

$ 4,865,000

Washington Gen. Oblig. Participating VRDN:

Series ROC II R 11891, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

5,000,000

5,000,000

Series ROC II R 11924, 0.14% 12/7/11 (Liquidity Facility Citibank NA) (a)(b)

2,575,000

2,575,000

Washington Health Care Facilities Auth. Rev.:

(MultiCare Health Sys. Proj.) Series 2009 B, 0.12% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,650,000

1,650,000

(Southwest Washington Med. Ctr.) Series 2008 A, 0.14% 12/7/11, LOC Union Bank of California, VRDN (a)

1,600,000

1,600,000

Washington Hsg. Fin. Commission Multi-family Hsg. Rev. (The Cambridge Apts. Proj.) Series 2009, 0.13% 12/7/11, LOC Fannie Mae Guaranteed Mtg. pass-thru certificates, VRDN (a)

1,200,000

1,200,000

Washington Hsg. Fin. Commission Nonprofit Rev. (YMCA of Pierce and Kitsap Countries Proj.) Series 2010 B, 0.15% 12/7/11, LOC Wells Fargo Bank NA, VRDN (a)

1,700,000

1,700,000

 

37,055,000

West Virginia - 0.9%

West Virginia Econ. Dev. Auth. Solid Waste Disp. Facilities Rev. (Appalachian Pwr. Co. - Amos Proj.) Series 2009 B, 0.12% 12/7/11, LOC Sumitomo Mitsui Banking Corp., VRDN (a)

3,000,000

3,000,000

West Virginia Hosp. Fin. Auth. Hosp. Rev. (West Virginia United Health Sys. Proj.):

Series 2008 B, 0.11% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

5,095,000

5,095,000

Series 2009 A, 0.15% 12/7/11, LOC Branch Banking & Trust Co., VRDN (a)

7,200,000

7,200,000

 

15,295,000

Wisconsin - 2.8%

Wisconsin Health & Edl. Facilities Auth. Rev.:

(Froedtert & Cmnty. Health, Inc. Proj.) Series 2009 B, 0.09% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

24,585,000

24,585,000

(Lutheran College Proj.) 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

4,570,000

4,570,000

(Nat'l. Regency of New Berlin, Inc. Proj.) 0.2% 12/1/11, LOC JPMorgan Chase Bank, VRDN (a)

7,700,000

7,700,000

Municipal Securities - continued

Principal Amount

Value

Wisconsin - continued

Wisconsin Health & Edl. Facilities Auth. Rev.: - continued

(ProHealth Care, Inc. Proj.) Series 2008 A, 0.15% 12/1/11, LOC U.S. Bank NA, Minnesota, VRDN (a)

$ 7,775,000

$ 7,775,000

Wisconsin Hsg. and Econ. Dev. Auth. Multifamily Hsg. Rev. Series 2006 B, 0.14% 12/7/11 (Liquidity Facility Fannie Mae Guaranteed Mtg. pass-thru certificates) (Liquidity Facility Freddie Mac), VRDN (a)

1,645,000

1,645,000

 

46,275,000

Wyoming - 0.6%

Uinta County Poll. Cont. Rev. (Chevron Corp. Proj.) Series 1993, 0.06% 12/1/11 (Chevron Corp. Guaranteed), VRDN (a)

9,725,000

9,725,000

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,673,860,000)

1,673,860,000

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(2,343,372)

NET ASSETS - 100%

$ 1,671,516,628

Security Type Abbreviations

CP

-

COMMERCIAL PAPER

VRDN

-

VARIABLE RATE DEMAND NOTE (A debt instrument that is payable upon demand, either daily, weekly or monthly)

Legend

(a) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(b) Provides evidence of ownership in one or more underlying municipal bonds.

Other Information

The date shown for securities represents the date when principal payments must be paid, taking into account any call options exercised by the issuer and any permissible maturity shortening features other than interest rate resets.

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

November 30, 2011 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,673,860,000)

 

$ 1,673,860,000

Receivable for investments sold

5,000,022

Interest receivable

215,591

Total assets

1,679,075,613

 

 

 

Liabilities

Payable for investments purchased

$ 7,400,000

Distributions payable

154,405

Other payables and accrued expenses

4,580

Total liabilities

7,558,985

 

 

 

Net Assets

$ 1,671,516,628

Net Assets consist of:

 

Paid in capital

$ 1,671,447,138

Accumulated undistributed net realized gain (loss) on investments

69,490

Net Assets, for 1,671,288,373 shares outstanding

$ 1,671,516,628

Net Asset Value, offering price and redemption price per share ($1,671,516,628 ÷ 1,671,288,373 shares)

$ 1.00

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

  

Six months ended November 30, 2011 (Unaudited)

Investment Income

  

  

Interest

 

$ 883,913

 

 

 

Expenses

Custodian fees and expenses

$ 12,016

Independent trustees' compensation

2,843

Total expenses before reductions

14,859

Expense reductions

(2,891)

11,968

Net investment income (loss)

871,945

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

5,502

Net increase in net assets resulting from operations

$ 877,447

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended
November 30, 2011
(Unaudited)

Year ended
May 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 871,945

$ 3,187,992

Net realized gain (loss)

5,502

946

Net increase in net assets resulting
from operations

877,447

3,188,938

Distributions to shareholders from net investment income

(871,945)

(3,187,992)

Affiliated share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

2,030,858,000

7,295,348,000

Cost of shares redeemed

(1,935,505,000)

(6,994,570,000)

Net increase (decrease) in net assets and shares resulting from share transactions

95,353,000

300,778,000

Total increase (decrease) in net assets

95,358,502

300,778,946

 

 

 

Net Assets

Beginning of period

1,576,158,126

1,275,379,180

End of period

$ 1,671,516,628

$ 1,576,158,126

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

 

Six months ended
November 30, 2011

Years ended May 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Invest-
ment  Operations

 

 

 

 

 

Net investment income (loss)

  .001

  .002

  .002

  .012

  .031

  .036

Net realized and unrealized gain (loss)F

  -

  -

  -

  -

  -

  -

Total from investment operations

  .001

  .002

  .002

  .012

  .031

  .036

Distributions from net investment income

  (.001)

  (.002)

  (.002)

  (.012)

  (.031)

  (.036)

Distributions from net realized gain

  -

  -

  -

  -

  - F

  -

Total distributions

  (.001)

  (.002)

  (.002)

  (.012)

  (.031)

  (.036)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return B,C

  .05%

  .23%

  .22%

  1.24%

  3.16%

  3.70%

Ratios to Average Net Assets E

 

 

 

 

 

Expenses before reductions

  -% A,D

  -% D

  -% D

  -% D

  -% D

  .01%

Expenses net of fee waivers, if any

  -% A,D

  -% D

  -% D

  -% D

  -% D

  .01%

Expenses net of all reductions

  -% A,D

  -% D

  -% D

  -% D

  -% D

  .01%

Net investment income (loss)

  .11% A

  .23%

  .22%

  1.32%

  3.04%

  3.63%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,671,517

$ 1,576,158

$ 1,275,379

$ 789,306

$ 674,963

$ 491,324

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Amount represents less than .01%.

E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

F Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended November 30, 2011 (Unaudited)

1. Organization.

Fidelity® Tax-Free Cash Central Fund (the Fund) is a fund of Fidelity Revere Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. Shares of the Fund are only offered to other investment companies and accounts (the Investing Funds) managed by Fidelity Management & Research Company (FMR), or its affiliates.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates fair value. The amortized cost of an instrument is determined by valuing it at its original cost and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. Securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value are not quoted prices in an active market.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

2. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. There were no significant book-to-tax differences during the period.

The Fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the IRS will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ -

Gross unrealized depreciation

-

Net unrealized appreciation (depreciation) on securities and other investments

$ -

 

 

Tax cost

$ 1,673,860,000

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be May 31, 2012.

3. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR, provides the Fund with investment management services. The Fund does not pay any fees for these services. Pursuant to the Fund's management contract with FIMM, FMR pays FIMM a portion of the management fees it receives from the Investing Funds. In addition, under an expense contract, FMR also pays all other expenses of the Fund, excluding custody fees, the compensation of the independent Trustees, and certain exceptions such as interest expense.

4. Expense Reductions.

FMR has voluntarily agreed to reimburse a portion of the Fund's operating expenses. For the period, the reimbursement reduced the expenses by $2,843.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $48.

5. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by FMR or an FMR affiliate were the owners of record of all of the outstanding shares of the Fund.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Tax-Free Cash Central Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, Operations, Audit, and Nominating and Governance, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant and reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the lack of compensation payable under the management contract is fair and reasonable.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Investments Money Management, Inc., and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that Fidelity Management & Research Company (FMR) has devoted increased resources to non U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Semiannual Report

Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory and administrative services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance, but did not consider performance to be a material factor in its decision to renew the fund's Advisory Contracts. The Board noted that the fund is designed to offer a liquid investment option for other investment companies and accounts managed by FMR or its affiliates and ultimately to enhance the performance of those investment companies and accounts.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that while the fund does not pay a management fee, FMR pays a management fee on behalf of the fund and receives fees for providing services to funds that invest in the fund. The Board also noted that FMR bears all expenses of the fund, except expenses related to the fund's investment activities (primarily custody expenses). Based on its review, the Board concluded that the management fee paid on behalf of the fund and the fund's total expense ratio were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Costs of the Services and Profitability. The Board considered the level of Fidelity's profits in respect of all the Fidelity funds, as well as the profitability of each fund that invests in this fund.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board concluded that the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund were not relevant to the renewal of the Advisory Contracts because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities.

Economies of Scale. The Board concluded that because the fund pays no advisory fees and FMR bears all expenses of the fund, except expenses related to the fund's investment activities, economies of scale cannot be realized by the fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures and rationale for recommending different fees among different categories of funds and classes, as well as Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes; (vi) the reasons why certain expenses affect various funds and classes differently; (vii) Fidelity's transfer agent fees, expenses, and services and how the benefits of decreased costs and new efficiencies can be shared across all of the Fidelity funds; (viii) the reasons for and consequences of changes to certain product lines compared to competitors; (ix) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Semiannual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Revere Street Trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Revere Street Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Revere Street Trust

By:

/s/ John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

January 24, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

January 24, 2012

By:

/s/ Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

January 24, 2012