N-CSR 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 811-3518

Fidelity Newbury 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:

October 31

 

 

Date of reporting period:

October 31, 2008

Item 1. Reports to Stockholders

Fidelity®

Cash Management
Funds

Treasury Fund
Prime Fund
Tax-Exempt Fund

Annual Report

October 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

Investment Changes, Schedules of Investments &
Financial Statements

 

Treasury Fund

<Click Here>

Prime Fund

<Click Here>

Tax-Exempt Fund

<Click Here>

Notes to the Financial Statements

<Click Here>

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Treasury Fund and Prime Fund seek to obtain as high a level of current income as is consistent with the preservation of capital and liquidity by investing in high-quality, short-term money market securities. Treasury Fund invests in money market securities issued by the U.S. Treasury and backed by the full faith and credit of the U.S. Government. Prime Fund invests in a broad range of money market securities. Tax-Exempt Fund seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and stability of principal by investing at least 80% of its assets in municipal money market securities.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

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. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 (May 1, 2008 to October 31, 2008).

Actual Expenses

The first line of the accompanying table for each class of each fund 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 for a class of the fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of each fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense Ratio†

Beginning
Account Value
May 1, 2008

Ending
Account Value
October 31, 2008

Expenses Paid
During Period*
May 1, 2008
to October 31, 2008

Treasury

 

 

 

 

Daily Money Class

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,005.90

$ 3.08

HypotheticalA

 

$ 1,000.00

$ 1,022.07

$ 3.10

Capital Reserves Class

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,004.60

$ 4.03

HypotheticalA

 

$ 1,000.00

$ 1,021.11

$ 4.06

Advisor B Class

1.19%

 

 

 

Actual

 

$ 1,000.00

$ 1,002.60

$ 5.99

HypotheticalA

 

$ 1,000.00

$ 1,019.15

$ 6.04

Advisor C Class

1.17%

 

 

 

Actual

 

$ 1,000.00

$ 1,002.60

$ 5.89

HypotheticalA

 

$ 1,000.00

$ 1,019.25

$ 5.94

Prime

 

 

 

 

Daily Money Class

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.10

$ 3.59**

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.61**

Capital Reserves Class

.96%

 

 

 

Actual

 

$ 1,000.00

$ 1,009.80

$ 4.85**

HypotheticalA

 

$ 1,000.00

$ 1,020.31

$ 4.88**

Tax-Exempt

 

 

 

 

Daily Money Class

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,007.60

$ 3.58**

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.61**

Capital Reserves Class

.96%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 4.84**

HypotheticalA

 

$ 1,000.00

$ 1,020.31

$ 4.88**

Fidelity Tax-Free Money Market Fund

.46%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.80

$ 2.32**

HypotheticalA

 

$ 1,000.00

$ 1,022.82

$ 2.34**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 366 (to reflect the one-half year period).

† In order to avoid a negative yield, FMR may reimburse expenses or waive fees of each fund. Any such waiver or expense reimbursement would be voluntary and could be discontinued at any time (see Note 6 of the Notes to Financial Statements).

Annual Report

Shareholder Expense Example - continued

** If fees to participate in the U.S. Department of Treasury's Temporary Guarantee Program for Money Market Funds paid in October and December 2008 (see Note 3 of the Notes to Financial Statements) had been in effect during the entire period and if fees were not waived by FMR or its affiliates to avoid a negative yield on the Treasury fund, the annualized expense ratio and the expenses paid in the actual and hypothetical examples above would have been as follows:

 

Annualized Expense Ratio

 

Expenses
Paid

Treasury

 

 

 

Daily Money Class

.75%

 

 

Actual

 

 

$ 3.78

HypotheticalA

 

 

$ 3.81

Capital Reserves Class

1.00%

 

 

Actual

 

 

$ 5.05

HypotheticalA

 

 

$ 5.09

Advisor B Class

1.49%

 

 

Actual

 

 

$ 7.54

HypotheticalA

 

 

$ 7.60

Advisor C Class

1.50%

 

 

Actual

 

 

$ 7.60

HypotheticalA

 

 

$ 7.65

Prime

 

 

 

Daily Money Class

.74%

 

 

Actual

 

 

$ 3.75

HypotheticalA

 

 

$ 3.77

Capital Reserves Class

.99%

 

 

Actual

 

 

$ 5.01

HypotheticalA

 

 

$ 5.04

Tax-Exempt

 

 

 

Daily Money Class

.74%

 

 

Actual

 

 

$ 3.74

HypotheticalA

 

 

$ 3.77

Capital Reserves Class

.99%

 

 

Actual

 

 

$ 5.01

HypotheticalA

 

 

$ 5.04

Fidelity Tax-Free Money Market Fund

.49%

 

 

Actual

 

 

$ 2.48

HypotheticalA

 

 

$ 2.50

A 5% return per year before expenses

Annual Report

Treasury Fund

Investment Changes (Unaudited)

Maturity Diversification

Days

% of fund's investments 10/31/08

% of fund's investments 4/30/08

% of fund's
investments
10/31/07

0 - 30

65.6

89.4

94.8

31 - 90

17.8

3.9

1.7

91 - 180

7.1

6.7

0.0

181 - 397

9.5

0.0

3.5

Weighted Average Maturity

 

10/31/08

4/30/08

10/31/07

Treasury Fund

51 Days

12 Days

10 Days

All Taxable Money Market Funds Average *

42 Days

46 Days

42 Days

Asset Allocation (% of fund's net assets)

As of October 31, 2008

As of April 30, 2008

fid3944

U.S. Treasury
Obligations 34.2%

 

fid3944

U.S. Treasury
Obligations 10.1%

 

fid3947

Repurchase
Agreements 64.7%

 

fid3947

Repurchase
Agreements 89.8%

 

fid3950

Net Other Assets 1.1%

 

fid3950

Net Other Assets 0.1%

 


fid3953

*Source: iMoneyNet, Inc.

Annual Report

Treasury Fund

Investments October 31, 2008

Showing Percentage of Net Assets

U.S. Treasury Obligations - 34.2%

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

U.S. Treasury Bills - 33.6%

 

11/28/08 to 10/22/09

0.80 to 2.37%

$ 2,551,275

$ 2,538,156

U.S. Treasury Notes - 0.6%

 

10/31/09

1.58

40,000

40,781

TOTAL U.S. TREASURY OBLIGATIONS

2,578,937

Repurchase Agreements - 64.7%

Maturity Amount (000s)

 

In a joint trading account at:

0.15% dated 10/31/08 due 11/3/08 (Collateralized by U.S. Treasury Obligations) #

$ 4,834,369

4,834,309

0.17% dated 10/31/08 due 11/3/08 (Collateralized by U.S. Treasury Obligations) #

49,880

49,879

TOTAL REPURCHASE AGREEMENTS

4,884,188

TOTAL INVESTMENT PORTFOLIO - 98.9%

(Cost $7,463,125)

7,463,125

NET OTHER ASSETS - 1.1%

86,143

NET ASSETS - 100%

$ 7,549,268

Legend

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

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

Repurchase Agreement / Counterparty

Value
(000s)

$4,834,309,000 due 11/03/08 at 0.15%

BNP Paribas Securities Corp.

$ 971,518

Barclays Capital, Inc.

1,510,027

Citigroup Global Markets, Inc.

$ 215,718

Credit Suisse Securities (USA) LLC

426,636

Deutsche Bank Securities, Inc.

107,859

ING Financial Markets LLC

539,295

J.P. Morgan Securities, Inc.

431,436

Morgan Stanley & Co., Inc.

200,384

Societe Generale, New York Branch

431,436

 

$ 4,834,309

$49,879,000 due 11/03/08 at 0.17%

BNP Paribas Securities Corp.

$ 11,907

Banc of America Securities LLC

27,958

Barclays Capital, Inc.

6,333

Credit Suisse Securities (USA) LLC

2,533

Deutsche Bank Securities, Inc.

1,148

 

$ 49,879

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

Annual Report

Treasury Fund

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2008

Assets

Investment in securities, at value (including repurchase agreements of $4,884,188) - See accompanying schedule:

Unaffiliated issuers (cost $7,463,125)

 

$ 7,463,125

Receivable for fund shares sold

185,955

Interest receivable

24

Prepaid expenses

398

Receivable from investment adviser for expense reductions

313

Other receivables

3,015

Total assets

7,652,830

 

 

 

Liabilities

Payable for fund shares redeemed

$ 98,015

Distributions payable

63

Accrued management fee

1,571

Distribution fees payable

2,415

Other affiliated payables

1,309

Other payables and accrued expenses

189

Total liabilities

103,562

 

 

 

Net Assets

$ 7,549,268

Net Assets consist of:

 

Paid in capital

$ 7,548,718

Accumulated undistributed net realized gain (loss) on investments

550

Net Assets

$ 7,549,268

 

 

 

Daily Money Class:
 Net Asset Value, offering price and redemption price per share ($4,129,063 ÷ 4,129,178 shares)

$ 1.00

 

 

 

Capital Reserves Class:
Net Asset Value, offering price and redemption price per share ($3,062,509 ÷ 3,061,725 shares)

$ 1.00

 

 

 

Advisor B Class:
Net Asset Value and offering price per share
($96,327 ÷ 96,338 shares)A

$ 1.00

 

 

 

Advisor C Class:
Net Asset Value and offering price per share
($261,369 ÷ 261,379 shares)A

$ 1.00

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Treasury Fund
Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2008

 

 

 

Investment Income

 

 

Interest

 

$ 107,414

 

 

 

Expenses

Management fee

$ 11,746

Transfer agent fees

9,404

Distribution fees

18,535

Accounting fees and expenses

405

Custodian fees and expenses

7

Independent trustees' compensation

18

Registration fees

777

Audit

53

Legal

18

Miscellaneous

214

Total expenses before reductions

41,177

Expense reductions

(4,853)

36,324

Net investment income

71,090

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

432

Net increase in net assets resulting from operations

$ 71,522

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2008

Year ended
October 31,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 71,090

$ 146,567

Net realized gain (loss)

432

199

Net increase in net assets resulting
from operations

71,522

146,766

Distributions to shareholders from net investment income

(71,045)

(146,567)

Share transactions - net increase (decrease)

3,686,974

1,229,914

Total increase (decrease) in net assets

3,687,451

1,230,113

 

 

 

Net Assets

Beginning of period

3,861,817

2,631,704

End of period (including undistributed net investment income of $0 and undistributed net investment income of $51, respectively)

$ 7,549,268

$ 3,861,817

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

Annual Report

Financial Highlights - Daily Money Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .018

  .045

  .041

  .021

  .005

Distributions from net investment income

  (.018)

  (.045)

  (.041)

  (.021)

  (.005)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total ReturnA

  1.82%

  4.55%

  4.16%

  2.16%

  .51%

Ratios to Average Net Assets B

 

 

 

 

 

Expenses before reductions

  .73%

  .73%

  .75%

  .74%

  .75%

Expenses net of fee waivers, if any

  .65%

  .70%

  .70%

  .70%

  .70%

Expenses net of all reductions

  .65%

  .70%

  .70%

  .70%

  .70%

Net investment income

  1.64%

  4.44%

  4.13%

  2.14%

  .50%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 4,129

$ 1,833

$ 1,325

$ 982

$ 1,010

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

B Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Capital Reserves Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .016

  .042

  .038

  .019

  .003

Distributions from net investment income

  (.016)

  (.042)

  (.038)

  (.019)

  (.003)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  1.56%

  4.29%

  3.90%

  1.91%

  .26%

Ratios to Average Net Assets B

 

 

 

 

 

Expenses before reductions

  .98%

  .97%

  1.00%

  .99%

  .99%

Expenses net of fee waivers, if any

  .87%

  .95%

  .95%

  .95%

  .95%

Expenses net of all reductions

  .87%

  .95%

  .95%

  .95%

  .95%

Net investment income

  1.42%

  4.19%

  3.88%

  1.89%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 3,063

$ 1,848

$ 1,114

$ 764

$ 674

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

B Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Advisor B Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .011

  .037

  .033

  .014

  .001

Distributions from net investment income

  (.011)

  (.037)

  (.033)

  (.014)

  (.001)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A, B

  1.13%

  3.77%

  3.38%

  1.40%

  .12%

Ratios to Average Net Assets C

 

 

 

 

 

Expenses before reductions

  1.49%

  1.48%

  1.50%

  1.49%

  1.49%

Expenses net of fee waivers, if any

  1.29%

  1.45%

  1.45%

  1.45%

  1.07%

Expenses net of all reductions

  1.29%

  1.45%

  1.45%

  1.45%

  1.07%

Net investment income

  .99%

  3.69%

  3.38%

  1.39%

  .12%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 96

$ 57

$ 83

$ 112

$ 161

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Financial Highlights - Advisor C Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .011

  .037

  .033

  .014

  .001

Distributions from net investment income

  (.011)

  (.037)

  (.033)

  (.014)

  (.001)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A, B

  1.13%

  3.78%

  3.38%

  1.40%

  .12%

Ratios to Average Net Assets C

 

 

 

 

 

Expenses before reductions

  1.48%

  1.47%

  1.50%

  1.49%

  1.50%

Expenses net of fee waivers, if any

  1.28%

  1.45%

  1.45%

  1.45%

  1.10%

Expenses net of all reductions

  1.28%

  1.45%

  1.45%

  1.45%

  1.10%

Net investment income

  1.01%

  3.69%

  3.38%

  1.39%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 261

$ 124

$ 110

$ 105

$ 117

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

B Total returns do not include the effect of the contingent deferred sales charge.

C Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Annual Report

Prime Fund

Investment Changes (Unaudited)

Maturity Diversification

Days

% of fund's investments 10/31/08

% of fund's investments 4/30/08

% of fund's investments 10/31/07

0 - 30

58.6

49.0

53.3

31 - 90

26.5

40.3

29.4

91 - 180

12.4

7.6

14.4

181 - 397

2.5

3.1

2.9

Weighted Average Maturity

 

10/31/08

4/30/08

10/31/07

Prime Fund

43 Days

50 Days

47 Days

All Taxable Money Market Funds Average A

42 Days

46 Days

42 Days

Asset Allocation (% of fund's net assets)

As of October 31, 2008 *

As of April 30, 2008 **

fid3944

Commercial Paper 21.9%

 

fid3944

Commercial Paper 11.7%

 

fid3957

Bank CDs, BAs,
TDs, and Notes 55.8%

 

fid3957

Bank CDs, BAs,
TDs, and Notes 69.1%

 

fid3947

Government
Securities 12.6%

 

fid3947

Government
Securities 3.6%

 

fid3962

Repurchase
Agreements 8.2%

 

fid3962

Repurchase
Agreements 16.1%

 

fid3965

Other Investments 0.0%

 

fid3967

Other Investments 0.4%

 

fid3950

Net Other Assets 1.5%

 

fid3965

Net Other Assets† (0.9)%

 


fid3971

* Foreign investments

45.5%

 

** Foreign investments

46.4%

 

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

A Source: iMoneyNet, Inc.

Annual Report

Prime Fund

Investments October 31, 2008

Showing Percentage of Net Assets

Certificates of Deposit - 35.5%

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

Domestic Certificates Of Deposit - 1.8%

Bank of America NA

 

11/10/08 to 2/11/09

2.76 to 3.02%

$ 329,000

$ 329,000

PNC Bank NA, Pittsburgh

 

3/16/09 to 4/1/09

3.08 to 3.09

71,000

71,000

 

 

400,000

London Branch, Eurodollar, Foreign Banks - 8.1%

Australia & New Zealand Banking Group Ltd.

 

11/24/08

2.90

19,000

19,000

Barclays Bank PLC

 

12/29/08

3.20

75,000

75,000

Calyon SA

 

12/18/08

3.30

36,000

36,000

Commonwealth Bank of Australia

 

2/4/09

2.90

28,000

28,000

Credit Agricole SA

 

11/5/08 to 2/2/09

3.00 to 3.22

375,000

375,000

Credit Industriel et Commercial

 

11/3/08 to 12/5/08

3.01 to 8.50

144,000

144,000

HSBC Bank PLC

 

11/3/08 to 2/4/09

2.78 to 4.35

389,000

389,000

Landesbank Hessen-Thuringen

 

11/13/08 to 11/26/08

2.90 to 2.95

223,000

223,000

National Australia Bank Ltd.

 

11/17/08 to 12/29/08

2.85 to 4.48

218,000

218,000

UniCredit SpA

 

11/7/08 to 12/11/08

2.93 to 3.00

358,000

358,000

 

 

1,865,000

New York Branch, Yankee Dollar, Foreign Banks - 25.6%

Abbey National Treasury Services PLC

 

11/19/08

3.01 (c)

26,000

26,000

Banco Bilbao Vizcaya Argentaria SA

 

11/6/08 to 12/1/08

3.20 to 4.55

216,000

216,002

Banco Santander SA

 

11/10/08 to 2/13/09

3.15 to 5.14

304,000

304,000

Bank of Montreal

 

11/7/08 to 12/5/08

3.16 to 4.66 (c)

125,000

125,000

Certificates of Deposit - continued

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

Bank of Nova Scotia

 

12/5/08 to 1/30/09

3.05 to 5.05% (c)

$ 472,000

$ 472,000

Bank of Scotland PLC

 

11/4/08 to 11/21/08

3.01 to 4.23 (c)

336,000

336,000

Bank Tokyo-Mitsubishi UFJ Ltd.

 

11/7/08 to 11/24/08

2.85

216,000

216,000

Barclays Bank PLC

 

11/3/08 to 11/12/08

4.50 to 5.01 (c)

183,000

183,000

BNP Paribas SA

 

11/14/08 to 4/23/09

2.75 to 4.35

422,000

422,000

Canadian Imperial Bank of Commerce

 

11/17/08 to 11/21/08

3.45 to 4.43

200,000

200,000

Deutsche Bank AG

 

12/3/08 to 1/5/09

2.88 to 4.42 (c)

125,000

125,000

Intesa Sanpaolo SpA

 

11/13/08 to 3/9/09

3.12 to 5.09 (c)

383,000

383,000

Natixis SA

 

11/4/08 to 11/17/08

2.95 to 3.02

107,000

107,000

Rabobank Nederland

 

11/7/08 to 4/20/09

2.63 to 4.50

1,049,000

1,049,000

Royal Bank of Canada

 

11/19/08 to 1/20/09

2.75 to 4.30 (c)

441,000

441,000

Royal Bank of Scotland PLC

 

11/28/08 to 12/12/08

3.18 to 3.79 (c)

150,000

150,000

San Paolo IMI SpA

 

4/21/09

3.15

50,000

50,000

Societe Generale

 

11/3/08

4.00 (c)

100,000

100,000

Svenska Handelsbanken AB

 

11/21/08 to 11/26/08

3.16 to 3.25 (c)

141,000

141,000

Toronto-Dominion Bank

 

11/5/08 to 3/9/09

2.83 to 3.40

682,000

682,000

UBS AG

 

11/14/08

2.77

50,000

50,000

Certificates of Deposit - continued

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

New York Branch, Yankee Dollar, Foreign Banks - continued

UniCredit SpA

 

11/14/08

5.14%

$ 92,000

$ 92,000

 

 

5,870,002

TOTAL CERTIFICATES OF DEPOSIT

8,135,002

Commercial Paper - 21.9%

 

Atlantic Asset Securitization Corp.

 

11/3/08 to 1/20/09

2.67 to 4.62

397,865

397,139

Banco Bilbao Vizcaya Argentaria SA (London Branch)

 

11/17/08 to 1/8/09

2.51 to 4.42

343,000

342,149

Bank of Nova Scotia

 

11/3/08 to 11/6/08

4.00 to 4.26

250,000

249,890

CBA Finance, Inc.

 

11/18/08 to 12/10/08

2.51 to 2.84

35,000

34,941

ConocoPhillips

 

11/7/08

1.05

18,000

17,997

Credit Suisse First Boston

 

11/3/08 to 11/17/08

4.01 to 4.06

124,000

123,935

Dakota Notes (Citibank Credit Card Issuance Trust)

 

11/7/08 to 2/2/09

2.46 to 4.77

254,000

253,441

DnB NOR Bank ASA

 

11/17/08 to 12/22/08

3.71 to 4.52

199,000

198,106

Edison Asset Securitization LLC

 

12/8/08

2.97

50,000

49,849

Emerald Notes (BA Credit Card Trust)

 

11/13/08 to 12/1/08

1.40 to 3.66

320,000

319,519

General Electric Capital Corp.

 

12/2/08 to 2/3/09

2.60 to 2.90

200,000

199,032

Govco, Inc.

 

11/14/08

3.76

9,000

8,988

Intesa Funding LLC

 

12/3/08

3.00

50,000

49,869

JPMorgan Chase & Co.

 

12/4/08 to 2/4/09

2.74 to 3.00

170,000

169,207

Kitty Hawk Funding Corp.

 

11/7/08 to 1/23/09

2.35 to 4.31

188,812

187,395

Commercial Paper - continued

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

Natexis Banques Populaires US Finance Co. LLC

 

11/17/08

4.51%

$ 14,200

$ 14,172

Nationwide Building Society

 

11/4/08 to 11/7/08

2.80

59,000

58,982

Nordea North America, Inc.

 

11/3/08 to 3/10/09

2.75 to 4.11

402,000

400,539

Palisades Notes (Citibank Omni Master Trust)

 

11/7/08 to 12/8/08

2.92 to 5.22

190,000

189,713

Salisbury Receivables Co. LLC

 

11/4/08 to 12/4/08

2.31 to 4.26

148,000

147,741

Santander Finance, Inc.

 

11/6/08

3.61

87,000

86,957

Sheffield Receivables Corp.

 

11/7/08 to 11/18/08

3.26 to 4.52

388,000

387,502

Societe Generale North America, Inc.

 

11/20/08 to 12/4/08

2.82 to 2.85

164,000

163,658

Thames Asset Global Securities No. 1, Inc.

 

11/7/08 to 1/26/09

2.83 to 5.07

803,433

801,277

Toyota Motor Credit Corp.

 

11/7/08 to 12/9/08

3.01 to 3.71

150,000

149,756

UniCredito Italiano Bank (Ireland) PLC

 

11/17/08

3.00

21,000

20,972

TOTAL COMMERCIAL PAPER

5,022,726

Federal Agencies - 12.6%

 

Fannie Mae - 2.8%

 

11/3/08 to 9/25/09

0.58 to 3.64 (c)

654,000

649,615

Federal Home Loan Bank - 6.4%

 

11/19/08 to 9/23/09

2.37 to 4.03 (c)

1,460,000

1,455,391

Freddie Mac - 3.4%

 

11/18/08 to 1/27/09

3.43 to 4.25 (c)

775,000

774,838

TOTAL FEDERAL AGENCIES

2,879,844

Bank Notes - 1.0%

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

Bank of America NA

 

1/30/09

3.67% (c)

$ 75,000

$ 75,000

Banque Federative du Credit Mutuel

 

11/28/08

2.96 (b)(c)

86,000

86,000

Societe Generale

 

12/4/08

3.29 (b)(c)

65,000

65,000

TOTAL BANK NOTES

226,000

Master Notes - 0.8%

 

Asset Funding Co. III LLC

 

11/5/08

4.11 to 4.12 (c)(d)

178,000

178,000

Medium-Term Notes - 18.2%

 

Allstate Life Global Funding Trusts

 

12/22/08

3.45 (c)

40,000

40,000

ASIF Global Financing XXX

 

11/21/08

3.56 (b)(c)

55,000

55,000

Australia & New Zealand Banking Group Ltd.

 

12/2/08

3.02 (b)(c)

100,000

100,000

Bank of America NA

 

1/3/09

4.35 (c)

200,000

200,000

Bank of Montreal

 

11/5/08

4.55 (b)(c)

85,000

85,000

BNP Paribas SA

 

11/13/08

3.01 (c)

131,000

131,000

BP Capital Markets PLC

 

12/11/08

2.92 (c)

83,000

83,000

Caja Madrid SA

 

11/12/08

4.65 (b)(c)

46,000

46,000

Commonwealth Bank of Australia

 

11/21/08 to 1/3/09

3.31 to 4.35 (b)(c)

211,000

211,000

Credit Agricole SA

 

12/22/08

3.43 (b)(c)

200,000

200,000

DnB NOR Bank ASA

 

11/24/08

3.27 (b)(c)

150,000

150,000

Medium-Term Notes - continued

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

General Electric Capital Corp.

 

11/7/08 to 11/28/08

2.91 to 4.17% (c)

$ 640,000

$ 639,956

Genworth Life Insurance Co.

 

11/1/08

3.05 (c)(d)

25,000

25,000

Hartford Life Global Funding Trust

 

11/17/08

4.62 (c)

40,000

40,000

HSH Nordbank AG

 

11/21/08

3.60 (b)(c)

47,000

47,000

ING USA Annuity & Life Insurance Co.

 

12/24/08

3.46 (c)(d)

25,000

25,000

Intesa Bank Ireland PLC

 

11/24/08

3.28 (b)(c)

150,000

150,000

Jackson National Life Insurance Co.

 

12/8/08

3.32 (b)(c)

33,000

33,000

Lloyds TSB Group PLC

 

11/7/08

3.10 (b)(c)

100,000

100,000

Merrill Lynch & Co., Inc.

 

11/3/08

4.13 (c)

27,000

27,000

MetLife Insurance Co. of Connecticut

 

11/17/08 to 12/29/08

3.05 to 4.02 (c)(d)

45,000

45,000

Metropolitan Life Global Funding I

 

11/6/08

4.10 (b)(c)

32,148

32,148

Morgan Stanley

 

11/3/08 to 11/26/08

0.52 to 4.71 (c)

124,000

124,000

National Australia Bank Ltd.

 

12/8/08

3.03 (b)(c)

113,000

113,000

New York Life Insurance Co.

 

11/28/08 to 12/29/08

2.98 to 3.93 (c)(d)

135,000

135,000

Nordea Bank AB

 

1/23/09

3.89 (c)

68,000

68,000

Pacific Life Global Funding

 

11/4/08 to 11/13/08

4.12 to 4.58 (b)(c)

27,500

27,500

PNC Bank NA, Pittsburgh

 

11/4/08

3.03 (c)

44,000

44,000

Procter & Gamble Co.

 

12/9/08

2.84 (c)

27,000

27,000

Medium-Term Notes - continued

 

Due Date

Yield (a)

Principal Amount (000s)

Value (000s)

Royal Bank of Canada

 

11/17/08

4.96% (b)(c)

$ 150,000

$ 150,000

 

11/7/08

4.35 (c)

10,000

10,000

Security Life of Denver Insurance Co.

 

11/28/08

3.07 (c)(d)

18,000

18,000

Svenska Handelsbanken AB

 

1/6/09

4.42 (b)(c)

100,000

100,000

Toyota Motor Credit Corp.

 

11/19/08

4.29 (c)

34,000

34,000

Transamerica Occidental Life Insurance Co.

 

11/3/08 to 1/2/09

3.08 to 4.13 (c)(d)

88,000

88,000

Wachovia Bank NA

 

11/25/08

3.61 (c)

85,000

85,000

Wells Fargo & Co.

 

11/17/08

4.71 (b)(c)

100,000

100,000

 

5/1/09

3.55 (c)

125,000

125,031

WestLB AG

 

11/10/08

4.36 (b)(c)

49,000

49,000

Westpac Banking Corp.

 

11/6/08 to 1/14/09

2.95 to 5.12 (b)(c)

397,000

396,966

 

12/11/08

2.88 (c)

20,000

20,000

TOTAL MEDIUM-TERM NOTES

4,179,601

Short-Term Notes - 0.3%

 

Hartford Life Insurance Co.

 

11/30/08

2.96 (c)(d)

20,000

20,000

Metropolitan Life Insurance Co.

 

11/3/08 to 1/2/09

3.09 to 4.17 (c)(d)

45,000

45,000

TOTAL SHORT-TERM NOTES

65,000

Repurchase Agreements - 8.2%

Maturity Amount (000s)

Value (000s)

In a joint trading account at:

0.24% dated 10/31/08 due 11/3/08 (Collateralized by U.S. Government Obligations) #

$ 58,828

$ 58,827

0.25% dated 10/31/08 due 11/3/08 (Collateralized by U.S. Government Obligations) #

669

669

With:

Banc of America Securities LLC at 0.5%, dated 10/31/08 due 11/3/08 (Collateralized by Equity Securities valued at $50,402,110)

48,002

48,000

Barclays Capital, Inc. at 4.25%, dated 10/17/08 due 11/18/08 (Collateralized by Equity Securities valued at $45,240,622)

43,162

43,000

Credit Suisse Securities (USA) LLC at 0.5%, dated 10/31/08 due 11/3/08 (Collateralized by Equity Securities valued at $1,095,604,286)

996,042

996,000

Deutsche Bank Securities, Inc. at 0.45%, dated 10/31/08 due 11/3/08 (Collateralized by Equity Securities valued at $763,378,627)

727,027

727,000

TOTAL REPURCHASE AGREEMENTS

1,873,496

TOTAL INVESTMENT PORTFOLIO - 98.5%

(Cost $22,559,669)

22,559,669

NET OTHER ASSETS - 1.5%

344,344

NET ASSETS - 100%

$ 22,904,013

Security Type Abbreviation

CP - COMMERCIAL PAPER

Legend

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

(b) 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 $2,296,614,000 or 10.0% of net assets.

(c) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end. Due dates for these security types are the next interest rate reset date or, when applicable, the final maturity date.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $579,000,000 or 2.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost
(000s)

Asset Funding Co. III LLC:
4.11%, 11/5/08

11/7/06

$ 90,000

4.12%, 11/5/08

8/29/06

$ 88,000

Genworth Life Insurance Co. 3.05%, 11/1/08

7/28/08

$ 25,000

Hartford Life Insurance Co. 2.96%, 11/30/08

12/16/03

$ 20,000

ING USA Annuity & Life Insurance Co.
3.46%, 12/24/08

6/23/05

$ 25,000

MetLife Insurance Company of Connecticut: 3.05%, 11/17/08

5/14/08

$ 15,000

3.06%, 11/18/08

8/6/08

$ 5,000

4.02%, 12/29/08

3/25/08

$ 25,000

Metropolitan Life Insurance Co.: 3.09%, 11/3/08

2/24/03

$ 10,000

4.17%, 1/2/09

3/26/02

$ 35,000

New York Life Insurance Co:. 2.98%, 11/28/08

5/12/08

$ 60,000

3.93%, 12/29/08

3/28/08

$ 75,000

Security

Acquisition Date

Cost
(000s)

Security Life of Denver Insurance Co.
3.07%, 11/28/08

8/26/05

$ 18,000

Transamerica Occidental Life Insurance Co.: 3.08%, 11/3/08

4/29/08

$ 50,000

4.13%, 1/2/09

3/27/08

$ 38,000

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

Repurchase Agreement / Counterparty

Value
(000s)

$58,827,000 due 11/03/08 at 0.24%

Banc of America Securities LLC

$ 14,418

ING Financial Markets LLC

15,758

UBS Securities LLC

28,651

 

$ 58,827

$669,000 due 11/03/08 at 0.25%

Banc of America Securities LLC

$ 179

Barclays Capital, Inc.

228

Deutsche Bank Securities, Inc.

77

ING Financial Markets LLC

28

J.P. Morgan Securities, Inc.

38

RBC Capital Markets Corp.

10

Societe Generale, New York Branch

77

UBS Securities LLC

32

 

$ 669

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

Annual Report

Prime Fund

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2008

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $1,873,496) - See accompanying schedule:

Unaffiliated issuers (cost $22,559,669)

 

$ 22,559,669

Receivable for investments sold

63,741

Receivable for fund shares sold

864,135

Interest receivable

69,626

Prepaid expenses

1,453

Receivable from investment adviser for expense reductions

445

Other receivables

229

Total assets

23,559,298

 

 

 

Liabilities

Payable for investments purchased

$ 351,379

Payable for fund shares redeemed

286,426

Distributions payable

1,256

Accrued management fee

4,651

Distribution fees payable

7,292

Other affiliated payables

3,832

Other payables and accrued expenses

449

Total liabilities

655,285

 

 

 

Net Assets

$ 22,904,013

Net Assets consist of:

 

Paid in capital

$ 22,902,593

Accumulated undistributed net realized gain (loss) on investments

1,420

Net Assets

$ 22,904,013

 

 

 

Daily Money Class:
Net Asset Value, offering price and redemption price per share ($9,562,341 ÷ 9,561,837 shares)

$ 1.00

 

 

 

Capital Reserves Class:
Net Asset Value, offering price and redemption price per share ($13,341,672 ÷ 13,340,193 shares)

$ 1.00

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2008

 

 

 

Investment Income

 

 

Interest

 

$ 787,293

 

 

 

Expenses

Management fee

$ 54,651

Transfer agent fees

43,724

Distribution fees

85,208

Accounting fees and expenses

1,305

Custodian fees and expenses

236

Independent trustees' compensation

88

Registration fees

5,095

Audit

96

Legal

91

Miscellaneous

808

Total expenses before reductions

191,302

Expense reductions

(7,176)

184,126

Net investment income

603,167

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

1,823

Net increase in net assets resulting from operations

$ 604,990

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

Annual Report

Prime Fund
Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2008

Year ended
October 31,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 603,167

$ 810,511

Net realized gain (loss)

1,823

301

Net increase in net assets resulting
from operations

604,990

810,812

Distributions to shareholders from net investment income

(603,152)

(810,497)

Share transactions - net increase (decrease)

3,605,825

3,565,185

Total increase (decrease) in net assets

3,607,663

3,565,500

 

 

 

Net Assets

Beginning of period

19,296,350

15,730,850

End of period (including undistributed net investment income of $0 and distributions in excess of net investment income of $204, respectively)

$ 22,904,013

$ 19,296,350

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

Annual Report

Financial Highlights - Daily Money Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .029

  .047

  .042

  .023

  .006

Distributions from net investment income

  (.029)

  (.047)

  (.042)

  (.023)

  (.006)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  2.97%

  4.82%

  4.28%

  2.29%

  .61%

Ratios to Average Net Assets B

 

 

 

 

 

Expenses before reductions

  .74%

  .74%

  .75%

  .75%

  .73%

Expenses net of fee waivers, if any

  .70%

  .70%

  .70%

  .70%

  .70%

Expenses net of all reductions

  .70%

  .70%

  .70%

  .70%

  .70%

Net investment income

  2.90%

  4.72%

  4.23%

  2.28%

  .62%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 9,562

$ 8,467

$ 6,741

$ 5,065

$ 4,906

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

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

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

Annual Report

Financial Highlights - Capital Reserves Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .027

  .045

  .039

  .020

  .004

Distributions from net investment income

  (.027)

  (.045)

  (.039)

  (.020)

  (.004)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  2.71%

  4.56%

  4.02%

  2.03%

  .36%

Ratios to Average Net Assets B

 

 

 

 

 

Expenses before reductions

  .99%

  .99%

  1.00%

  1.00%

  .99%

Expenses net of fee waivers, if any

  .95%

  .95%

  .95%

  .95%

  .95%

Expenses net of all reductions

  .95%

  .95%

  .95%

  .95%

  .95%

Net investment income

  2.65%

  4.47%

  3.98%

  2.03%

  .37%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(in millions)

$ 13,342

$ 10,829

$ 8,990

$ 7,460

$ 6,727

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

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

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

Annual Report

Tax-Exempt Fund

Investment Changes (Unaudited)

Maturity Diversification

Days

% of fund's investments 10/31/08

% of fund's investments 4/30/08

% of fund's investments 10/31/07

0 - 30

73.0

83.1

83.8

31 - 90

9.2

7.6

3.0

91 - 180

6.6

6.4

3.0

181 - 397

11.2

2.9

10.2

Weighted Average Maturity

 

10/31/08

4/30/08

10/31/07

Tax-Exempt Fund

37 Days

26 Days

39 Days

All Tax-Free Money Market Funds Average *

29 Days

25 Days

30 Days

Asset Allocation (% of fund's net assets)

As of October 31, 2008

As of April 30, 2008

fid3944

Variable Rate
Demand Notes
(VRDNs) 49.2%

 

fid3944

Variable Rate
Demand Notes
(VRDNs) 78.3%

 

fid3975

Commercial Paper (including
CP Mode) 10.8%

 

fid3975

Commercial Paper (including
CP Mode) 6.7%

 

fid3957

Tender Bonds 0.8%

 

fid3957

Tender Bonds 1.5%

 

fid3947

Municipal Notes 10.9%

 

fid3947

Municipal Notes 9.4%

 

fid3962

Fidelity Tax-Free
Cash Central Fund 1.2%

 

fid3962

Fidelity Tax-Free
Cash Central Fund 1.6%

 

fid3967

Municipal Bonds 1.7%

 

fid3967

Municipal Bonds 1.6%

 

fid3950

Net Other Assets 25.4%

 

fid3950

Net Other Assets 0.9%

 

fid3988

* Source: iMoneyNet, Inc.

Annual Report

Tax-Exempt Fund

Investments October 31, 2008

Showing Percentage of Net Assets

Municipal Securities - 74.6%

Principal Amount (000s)

Value (000s)

Alabama - 0.3%

Alabama Pub. School & College Auth. Rev. Participating VRDN:

Series Putters 124, 2.32% (Liquidity Facility JPMorgan Chase & Co.) (c)(f)

$ 10,000

$ 10,000

Series Putters 2403, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

9,995

9,995

Chatom Ind. Dev. Board Gulf Opportunity Zone Rev. Bonds (Alabama Elec. Coop., Inc. Proj.) Series 2007 A, 2%, tender 2/1/09 (c)

6,100

6,100

 

26,095

Alaska - 0.6%

Anchorage Gen. Oblig. TAN 2.5% 12/30/08

14,600

14,614

CIVICVentures Rev. Participating VRDN Series Solar 06 33, 1.82% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

12,275

12,275

Valdez Marine Term. Rev.:

(ConocoPhillips Proj.) Series 1994 A, 1.55%, VRDN (c)

19,000

19,000

(ExxonMobil Proj.) Series 2001, 0.54% (Exxon Mobil Corp. Guaranteed), VRDN (c)

1,885

1,885

 

47,774

Arizona - 2.3%

Arizona Board of Regents Arizona State Univ. Rev.:

Series 2008 A, 1.8%, LOC Lloyds TSB Bank PLC, VRDN (c)

6,500

6,500

Series 2008 B, 1.42%, LOC Lloyds TSB Bank PLC, VRDN (c)

3,400

3,400

Arizona Ctfs. of Prtn. Bonds Series 2002 B, 5% 9/1/09

4,865

4,985

Arizona Health Facilities Auth. Rev.:

(Banner Health Sys. Proj.):

Series 2008 C, 2%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

32,125

32,125

Series 2008 E, 2%, LOC Landesbank Baden-Wuert, VRDN (c)

7,300

7,300

(Catholic Healthcare West Proj.) Series 2008 C, 1.45%, LOC Bank of America NA, VRDN (c)

26,400

26,400

Phoenix Civic Impt. Corp. Wastewtr. Sys. Rev. Series 2007 A, 3.25% 11/3/08, LOC Dexia Cr. Local de France, CP

6,600

6,600

Pima County Indl. Dev. Auth. Rev. (Broadway Proper Congregate Proj.) Series 2000 A, 1.94%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

4,565

4,565

Salt River Proj. Agricultural Impt. & Pwr. District Elec. Sys. Rev.:

Participating VRDN:

Series BA 08 3511, 2.82% (Liquidity Facility Bank of America NA) (c)(f)

3,750

3,750

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Arizona - continued

Salt River Proj. Agricultural Impt. & Pwr. District Elec. Sys. Rev.: - continued

Participating VRDN:

Series EGL 06 0141, 1.86% (Liquidity Facility Citibank NA) (c)(f)

$ 9,800

$ 9,800

Series EGL 06 14 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

6,200

6,200

Series EGL 07 0012, 1.84% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

13,850

13,850

Series Putters 3242, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

4,200

4,200

Series B, 1.75% 1/15/09, CP

31,100

31,100

Series C:

1.8% 11/25/08, CP

6,800

6,800

1.8% 11/26/08, CP

7,500

7,500

Sun Devil Energy Ctr. LLC Rev. (Arizona State Univ. Proj.) 1.8% (Assured Guaranty Corp. Insured), VRDN (c)

8,200

8,200

Tolleson Muni. Fin. Corp. Rev. Bonds (American Wtr. Cap. Corp. Proj.) 2% tender 11/5/08, CP mode

8,560

8,560

 

191,835

Arkansas - 0.1%

Univ. of Arkansas Univ. Revs. Participating VRDN Series Solar 06 26, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

4,920

4,920

California - 1.4%

California Econ. Recovery Series 2004 C2, 0.6% (Liquidity Facility Bank of America NA), VRDN (c)

1,600

1,600

California Health Facilities Fing. Auth. Rev. (Catholic Healthcare West Proj.):

Series 2004 J, 1.22%, LOC Bank of America NA, VRDN (c)

7,860

7,860

Series 2004 K, 1.3%, LOC Bank of America NA, VRDN (c)

5,000

5,000

California Infrastructure & Econ. Dev. Bank Rev.:

(India Cmnty. Ctr., Inc. Proj.) Series 2007 A, 0.6%, LOC Bank of America NA, VRDN (c)

1,650

1,650

(Orange County Performing Arts Ctr. Proj.) Series 2008 A, 0.6%, LOC Bank of America NA, VRDN (c)

25,300

25,300

(The Contemporary Jewish Museum Proj.) Series 2006, 0.6%, LOC Bank of America NA, VRDN (c)

2,500

2,500

California Statewide Communities Dev. Auth. Rev.:

(Catholic Healthcare West Proj.) Series 2008 F, 1.22%, LOC Bank of America NA, VRDN (c)

5,000

5,000

(North Peninsula Jewish Campus Proj.) 0.6%, LOC Bank of America NA, VRDN (c)

1,695

1,695

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

California - continued

Irvine Ranch Wtr. District Rev. (District #140, 240, 105, 250 Impt. Proj.) Series 1993, 0.9%, LOC Bank of America NA, VRDN (c)

$ 4,900

$ 4,900

Los Angeles Reg'l. Arpts. Impt. Rev. (Los Angeles Int'l. Arpt./Air France Proj.) 1.5%, LOC Societe Generale, VRDN (c)

3,100

3,100

Sacramento County Sanitation District Fing. Auth. Rev.:

(Sacramento Reg'l. County Sanitation District Proj.):

Series 2008 A, 0.6%, LOC Bank of America NA, VRDN (c)

9,105

9,105

Series 2008 B, 0.6%, LOC Bank of America NA, VRDN (c)

4,700

4,700

Series 2008 D, 0.6%, LOC Bank of America NA, VRDN (c)

1,500

1,500

Series 2008 C, 0.6%, LOC Bank of America NA, VRDN (c)

15,500

15,500

Santa Clara County Fing. Auth. Lease Rev. (Multiple Facilities Proj.) Series 2008 M, 1.4%, LOC Bank of America NA, VRDN (c)

30,000

30,000

 

119,410

Colorado - 2.6%

Aurora Swr. Impt. Rev. Participating VRDN Series Solar 06 72, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

15,215

15,215

Colorado Health Facilities Auth. Rev.:

Participating VRDN:

Series BA 08 1088, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

4,625

4,625

Series BA 08 1090, 2.82% (Liquidity Facility Bank of America NA) (c)(f)

10,500

10,500

(Boulder Cmnty. Hosp. Proj.) Series 2000, 1.9%, LOC JPMorgan Chase Bank, VRDN (c)

37,065

37,065

(Catholic Health Initiatives Proj.):

Series 2000, 1.8% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

6,000

6,000

Series 2004 B1, 1.75% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

2,400

2,400

Series 2004 B2, 1.83% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

9,600

9,600

Series B3, 1.83% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

25,365

25,365

Series B6, 1.75% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

8,400

8,400

Colorado Springs Utils. Rev. Series 2000 A, 1.4%, VRDN (c)

53,950

53,950

Denver Urban Renewal Auth. Tax Increment Rev. Series 2008 A1, 1.77%, LOC U.S. Bank NA, Minnesota, VRDN (c)

7,000

7,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Colorado - continued

Lowry Econ. Redev. Auth. Rev. Series 2008 A, 1.8%, LOC Compass Bank, VRDN (c)

$ 10,000

$ 10,000

Platte County River Pwr. Auth. (Adjustable Elec. Rev. Proj.) Series S1, 1.47% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

28,100

28,100

 

218,220

Connecticut - 0.6%

Connecticut Dev. Auth. Poll. Cont. Rev. Bonds (New England Pwr. Co. Proj.) Series 1999, 4% tender 11/7/08, CP mode

1,500

1,500

Connecticut Health & Edl. Facilities Auth. Rev.:

Participating VRDN Series EGL 7 05 3031, 1.85% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

22,900

22,900

(Hartford Hosp. Proj.) Series B, 1.45%, LOC Bank of America NA, VRDN (c)

2,500

2,500

(Wesleyan Univ. Proj.) Series D, 1.35% (Liquidity Facility Bank of America NA), VRDN (c)

23,700

23,700

(Yale Univ. Proj.) Series U1, 1%, VRDN (c)

3,000

3,000

 

53,600

Delaware - 0.1%

Delaware Econ. Dev. Auth. Rev. (Delmarva Pwr. & Lt. Co. Proj.):

Series 1993 C, 5%, VRDN (c)

3,500

3,500

Series 1999 A, 2.75%, VRDN (c)

3,800

3,800

 

7,300

District Of Columbia - 1.3%

District of Columbia Gen. Oblig.:

Series 2001 C, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

19,335

19,335

Series 2008 A, 1.5%, LOC Allied Irish Banks PLC, VRDN (c)

10,855

10,855

Series 2008 B, 1.5%, LOC Bank of America NA, VRDN (c)

8,000

8,000

District of Columbia Rev.:

Bonds:

(American Nat'l. Red Cross Proj.) Series 2000, 1.55% tender 12/17/08, LOC JPMorgan Chase Bank, CP mode

3,000

3,000

(Nat'l. Academy of Sciences Proj.) 1.65% tender 3/10/09, LOC Bank of America NA, CP mode

20,000

20,000

(Carnegie Endowment for Int'l. Peace Proj.) Series 2006, 1.75%, LOC Allied Irish Banks PLC, VRDN (c)

16,475

16,475

(The AARP Foundation Proj.) Series 2004, 1.5%, LOC Bank of America NA, VRDN (c)

1,450

1,450

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

District Of Columbia - continued

District of Columbia Rev.: - continued

(The Phillips Collection Issue Proj.) Series 2003, 1.5%, LOC Bank of America NA, VRDN (c)

$ 4,600

$ 4,600

District of Columbia Univ. Rev. (American Univ. Proj.) Series 2006 B, 1.5%, LOC Bank of America NA, VRDN (c)

25,960

25,960

 

109,675

Florida - 8.2%

Alachua County Health Facilities Auth. Health Facilities Rev. Bonds (Shands Teaching Hospitals & Clinics, Inc. Proj.) Series 2008 A:

1.82% tender 12/3/08, LOC Bank of America NA, CP mode

6,900

6,900

2.85% tender 12/2/08, LOC Bank of America NA, CP mode

6,900

6,900

Brevard County School Board RAN 2.75% 4/24/09

22,000

22,087

Broward County Fin. Auth. Multi-family Hsg. Rev. (Reflections Apts. Proj.) Series 1999, 1.75%, LOC Freddie Mac, VRDN (c)

5,640

5,640

Broward County School District TAN 3.5% 9/30/09 (b)

27,500

27,918

Davie Gen. Oblig. Rev. (United Jewish Cmnty. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

3,025

3,025

Escambia County Poll. Cont. Rev. Bonds (Gulf Pwr. Co. Proj.) Series 2003, 2.35%, tender 5/15/09 (c)

7,300

7,300

Florida Board of Ed. Pub. Ed. Cap. Outlay Participating VRDN:

Series BA 1054, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

6,615

6,615

Series BBT 08 16, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

10,845

10,845

Series EGL 7050054 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

18,840

18,840

Series ROC II R 482, 1.85% (Liquidity Facility Citibank NA) (c)(f)

9,650

9,650

Series ROC II R 6037, 1.85% (Liquidity Facility Citigroup, Inc.) (c)(f)

2,620

2,620

Florida Dept. of Trans. Tpk. Rev. Participating VRDN Series Putters 2539, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

7,115

7,115

Florida Gen. Oblig. Participating VRDN Series PZ 130, 1.79% (Liquidity Facility Wells Fargo & Co.) (c)(f)

2,860

2,860

Florida Hurricane Catastrophe Fund Fin. Corp. Rev. Bonds Series 2006 A, 5% 7/1/09

11,100

11,287

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Florida - continued

Florida Muni. Ln. Council Rev. Participating VRDN Series Solar 06 81, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

$ 9,460

$ 9,460

Fort Myers Util. Sys. Rev. Participating VRDN Series Solar 06 53, 1.78% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

12,775

12,775

Hillsborough County Cap. Impt. Prog. Rev. Series A, 2.1% 11/20/08, LOC State Street Bank & Trust Co., Boston, CP

5,720

5,720

Indian River County School District TAN 2.75% 6/30/09 (b)

12,000

12,083

Jacksonville Econ. Dev. Corp. Rev. (YMCA of Florida's First Coast Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

6,750

6,750

Jacksonville Elec. Auth. Elec. Sys. Rev. Bonds Series F:

1.65% tender 11/20/08 (Liquidity Facility Landesbank Hessen-Thuringen), CP mode

18,400

18,400

1.72% tender 12/11/08 (Liquidity Facility Landesbank Hessen-Thuringen), CP mode

15,000

15,000

Jacksonville Health Facilities Auth. Hosp. Rev. (Baptist Med. Ctr. Proj.):

Series 2003 A, 1.2%, LOC Bank of America NA, VRDN (c)

13,000

13,000

Series 2004, 0.75%, LOC Bank of America NA, VRDN (c)

27,500

27,500

Jacksonville Poll. Cont. Rev. Bonds (Florida Pwr. & Lt. Co. Proj.) Series 1992, 1.83% tender 12/9/08, CP mode

14,600

14,600

Leesburg Hosp. Rev. (Leesburg Reg'l. Med. Ctr. Proj.) 1.77%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

10,000

10,000

Miami-Dade County Gen. Oblig. Participating VRDN Series BA 08 1126, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

5,070

5,070

Miami-Dade County Indl. Dev. Auth. Rev. (The Cushman School, Inc. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

3,380

3,380

Miami-Dade County School Board Ctfs. of Prtn. Participating VRDN:

Series BA 08 1125X, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

5,675

5,675

Series DBE 530, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

6,245

6,245

Miami-Dade County School District:

RAN 2.5% 1/30/09

33,650

33,700

TAN 3% 4/15/09

65,200

65,572

Orange County Indl. Dev. Auth. Indl. Dev. Rev. (Central Florida YMCA Proj.) Series 2002 A, 1.52%, LOC Bank of America NA, VRDN (c)

6,270

6,270

Orlando Utils. Commission Wtr. & Elec. Rev. Series 2002 A, 1.75%, VRDN (c)

13,800

13,800

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Florida - continued

Palm Beach County Pub. Impt. Rev. Participating VRDN Series DB 699, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

$ 9,660

$ 9,660

Palm Beach County Rev.:

(Hospice of Palm Beach Proj.) Series 2001, 1.7%, LOC Northern Trust Co., Chicago, VRDN (c)

6,500

6,500

(Morse Oblig. Group Proj.) Series 2003, 1.7%, LOC Commerce Bank NA (OLD), VRDN (c)

13,700

13,700

(Planned Parenthood Proj.) Series 2002, 1.7%, LOC Northern Trust Co., Chicago, VRDN (c)

2,700

2,700

(Raymond F Kravis Ctr. Proj.) Series 2002, 1.8%, LOC Northern Trust Co., Chicago, VRDN (c)

6,050

6,050

Palm Beach County School District:

TAN 3.75% 9/23/09

61,700

62,596

1.6% 12/11/08, LOC Bank of America NA, CP

15,000

15,000

1.72% 12/19/08, LOC Bank of America NA, CP

27,300

27,300

Panama City Beach Participating VRDN Series Solar 2006 129, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

9,045

9,045

Pasco County School Board Ctfs. of Prtn. Series 2008 C, 1.5%, LOC Bank of America NA, VRDN (c)

14,100

14,100

Santa Rosa County Health Facilities Rev. (Baptists Hosp., Inc. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

4,170

4,170

South Miami Health Facilities Auth. Hosp. Rev. Participating VRDN Series Putters 2473, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

1,035

1,035

Sunshine State Govt. Fing. Commission Rev.:

Series 2007 J, 1.67% 2/6/09, CP

2,008

2,008

Series H:

1.68% 12/11/08, CP

3,500

3,500

1.68% 12/11/08, CP

10,000

10,000

2.4% 11/6/08, CP

9,000

9,000

2.5% 11/6/08, CP

12,500

12,500

Series L:

1.67% 12/11/08, LOC Dexia Cr. Local de France, CP

11,210

11,210

1.75% 12/10/08, LOC Dexia Cr. Local de France, CP

12,700

12,700

Volusia County School District TAN 3% 9/9/09

15,000

15,173

 

682,549

Georgia - 2.5%

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

Series 2003, 0.75%, LOC Bank of America NA, VRDN (c)

4,100

4,100

Series 2005 B, 0.75%, LOC Bank of America NA, VRDN (c)

1,000

1,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Georgia - continued

Atlanta Wtr. & Wastewtr. Rev. Series 2006 3, 1.85% 2/6/09, LOC Bank of America NA, LOC Dexia Cr. Local de France, CP

$ 4,200

$ 4,200

Burke County Indl. Dev. Auth. Poll. Cont. Rev. Series 1996-1, 2.75% 3/25/09, CP

23,000

23,000

Cobb County Hsg. Auth. Multi-family Hsg. Rev. 1.4%, LOC Fannie Mae, VRDN (c)

11,000

11,000

Fulton Co. Gen. Oblig. TAN 2.5% 12/31/08

14,200

14,199

Fulton County Dev. Auth.:

(Mount Vernon Presbyterian School Proj.) 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

5,000

5,000

(Pace Academy, Inc. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

9,000

9,000

Fulton County School District TAN 3% 12/31/08

14,100

14,117

Gainesville & Hall County Hosp. Auth. Rev. (Northeast Georgia Health Sys., Inc. Proj.):

Series 2008 C, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,000

16,000

Series 2008 D, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,000

16,000

Series 2008 F, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,800

16,800

Series 2008 G, 1.8%, LOC Bayerische Landesbank, VRDN (c)

15,430

15,430

Series 2008 H, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,300

16,300

Georgia Gen. Oblig. Participating VRDN Series Clipper 07 53, 1.85% (Liquidity Facility State Street Bank & Trust Co., Boston) (c)(f)

9,995

9,995

Monroe County Dev. Auth. Poll. Cont. Rev. Bonds (Georgia Pwr. Co. Plant Scherer Proj.) Second Series 1995, 2.1%, tender 7/14/09 (c)

9,000

9,000

Muni. Elec. Auth. of Georgia (Combustion Turbine Proj.) Series 2008 B, 1.4%, LOC Bayerische Landesbank, VRDN (c)

23,000

23,000

Roswell Hsg. Auth. Multi-family Hsg. Rev. (Greenhouse Roswell Proj.) Series 1996, 1.45%, LOC Fannie Mae, VRDN (c)

3,800

3,800

 

211,941

Illinois - 3.9%

Chicago Gen. Oblig. Participating VRDN Series Solar 06 38, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

2,500

2,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Illinois - continued

Chicago Metropolitan Wtr. Reclamation District Greater Chicago Participating VRDN Series ROC II R 11283, 1.85% (Liquidity Facility Citibank NA) (c)(f)

$ 4,000

$ 4,000

Chicago Wastewtr. Transmission Rev. Series 2008 C1, 1.25%, LOC Harris NA, VRDN (c)

12,000

12,000

Cook County Gen. Oblig. Bonds Series 1992 C, 6% 11/15/09

2,000

2,074

DuPage County Rev. (Morton Arboretum Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

6,200

6,200

Illinois Dev. Fin. Auth. Rev.:

(Aurora Central Catholic High School Proj.) Series 1994, 1.95%, LOC Allied Irish Banks PLC, VRDN (c)

1,000

1,000

(Glenwood School for Boys Proj.) Series 1998, 2%, LOC Harris NA, VRDN (c)

3,000

3,000

Illinois Edl. Facilities Auth. Revs.:

Participating VRDN:

Series MACN 05 D, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

7,010

7,010

Series ROC II R 12043, 1.86% (Liquidity Facility Citigroup, Inc.) (c)(f)

10,395

10,395

(ACI Cultural Pooled Fing. Prog.) 1.95%, LOC JPMorgan Chase Bank, VRDN (c)

5,700

5,700

Illinois Fin. Auth. Poll. Cont. Rev. (Commonwealth Edison Co. Proj.) Series 2008 F, 1.8%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

18,200

18,200

Illinois Fin. Auth. Rev.:

Bonds (Advocate Health Care Proj.):

Series 2008 A2, 1.9%, tender 2/5/09 (c)

5,685

5,685

Series 2008 A3, 1.9%, tender 4/1/09 (c)

5,685

5,685

(Alexian Brothers Health Sys. Proj.) Series 2004, 1.75%, LOC JPMorgan Chase Bank, VRDN (c)

5,300

5,300

(Chicago Historical Society Proj.) Series 2006, 1.73%, LOC JPMorgan Chase Bank, VRDN (c)

5,400

5,400

(Chicago Symphony Orchestra Proj.) Series 2008, 1.7%, LOC RBS Citizens NA, VRDN (c)

8,000

8,000

(Children's Memorial Hosp. Proj.):

Series 2008 C, 1.75%, LOC JPMorgan Chase Bank, VRDN (c)

14,300

14,300

Series 2008 D, 1.55%, LOC JPMorgan Chase Bank, VRDN (c)

22,300

22,300

(Little Co. of Mary Hosp. Proj.):

Series 2008 A, 1.55%, LOC JPMorgan Chase Bank, VRDN (c)

19,500

19,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Illinois - continued

Illinois Fin. Auth. Rev.: - continued

(Little Co. of Mary Hosp. Proj.):

Series 2008 B, 1.55%, LOC JPMorgan Chase Bank, VRDN (c)

$ 24,580

$ 24,580

(Northwest Cmnty. Hosp. Proj.) Series 2008 B, 1.4%, LOC Wells Fargo Bank NA, VRDN (c)

5,700

5,700

(Resurrection Health Care Sys. Proj.) Series 2008 A, 2%, LOC LaSalle Bank NA, VRDN (c)

3,000

3,000

Illinois Fin. Auth. Student Hsg. Rev. Series A, 1.85%, LOC Banco Santander SA, VRDN (c)

5,325

5,325

Illinois Gen. Oblig.:

Bonds Series 2008, 5% 4/1/09

5,000

5,066

Participating VRDN Series MACN 06 L, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

3,490

3,490

Illinois Health Facilities Auth. Rev.:

Bonds (Evanston Northwestern Health Care Corp. Proj.):

Series 1992, 1.5% tender 3/19/09, CP mode

8,700

8,700

Series 1995, 1.5% tender 3/26/09, CP mode

4,300

4,300

1.5% tender 4/9/09, CP mode

3,500

3,500

(Herman M. Finch Univ. of Health Sciences/The Chicago Med. School Proj.) Series 2003, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

9,800

9,800

(Rehabilitation Inst. of Chicago Proj.) Series 1997, 1.8%, LOC Bank of America NA, VRDN (c)

1,900

1,900

(Swedish Covenant Hosp. Proj.):

Series 2003 A, 1.75%, LOC LaSalle Bank NA, VRDN (c)

6,475

6,475

Series 2003 B, 1.75%, LOC LaSalle Bank NA, VRDN (c)

21,695

21,695

Illinois Toll Hwy. Auth. Toll Hwy. Rev. Participating VRDN Series ROC II R 606PB, 2.34% (Liquidity Facility Deutsche Postbank AG) (c)(f)

6,750

6,750

Lake County Forest Preservation District Bonds 0% 12/1/08

12,505

12,486

Lombard Indl. Proj. Rev. (B&H Partnership Proj.) Series 1995, 2.2%, LOC LaSalle Bank NA, VRDN (c)

3,375

3,375

Metropolitan Wtr. Reclamation District of Greater Chicago Participating VRDN Series Clipper 07 12, 1.85% (Liquidity Facility State Street Bank & Trust Co., Boston) (c)(f)

10,350

10,350

Univ. of Illinois Univ. Revs.:

Participating VRDN Series EGL 06 124, 2.03% (Liquidity Facility Citibank NA) (c)(f)

18,600

18,600

(UIC South Campus Dev. Proj.) Series 2008, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

9,500

9,500

 

322,841

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Indiana - 1.3%

Hamilton Southeastern Indiana Consolidated School Bldg. Corp. Participating VRDN Series Solar 07 06, 1.82% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

$ 10,000

$ 10,000

Indiana Dev. Fin. Auth. Envir. Rev. 2%, LOC Royal Bank of Scotland PLC, VRDN (c)

11,800

11,800

Indiana Dev. Fin. Auth. Rev. (Indianapolis Museum of Art, Inc. Proj.) Series 2001, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

4,000

4,000

Indiana Edl. Facilities Auth. Rev.:

(Franklin College Proj.) Series 2003, 1.48%, LOC JPMorgan Chase Bank, VRDN (c)

8,825

8,825

(Hanover College Proj.) Series B, 1.78%, LOC JPMorgan Chase Bank, VRDN (c)

2,400

2,400

Indiana Fin. Auth. Health Sys. Rev. (Sisters of Saint Francis Health Services, Inc. Obligated Group Proj.):

Series 2008 D, 1.47%, LOC Bank of America NA, VRDN (c)

11,500

11,500

Series 2008 G, 1.5%, LOC Bank of New York, New York, VRDN (c)

5,250

5,250

Indiana Fin. Auth. Hosp. Rev. (Clarian Health Partners, Inc. Obligated Group Proj.) Series 2008 B, 1.75%, LOC Allied Irish Banks PLC, VRDN (c)

16,500

16,500

Indiana Fin. Auth. Rev. (Ascension Health Proj.) Series 2008 E1, 1.15%, VRDN (c)

11,400

11,400

Indiana Health & Edl. Facilities Fing. Auth. Hosp. Rev. (Howard Reg'l. Health Sys. Proj.) Series 2005, 1.48%, LOC JPMorgan Chase Bank, VRDN (c)

6,900

6,900

Marion Econ. Dev. Rev. (Indiana Wesleyan Univ. Proj.):

Series 2006, 1.5%, LOC Bank of America NA, VRDN (c)

5,000

5,000

1.5%, LOC Bank of America NA, VRDN (c)

10,045

10,045

Richmond Econ. Dev. Rev. (Friends Fellowship Cmnty. Proj.) Series 1997, 1.95%, LOC U.S. Bank NA, Minnesota, VRDN (c)

5,200

5,200

 

108,820

Iowa - 0.1%

Des Moines Metropolitan Wastewtr. Reclamation Auth. Swr. Rev. Participating VRDN Series Solar 06 84, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

6,450

6,450

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Kansas - 0.2%

Wyandotte County/Kansas City Unified Govt. Gen. Oblig. BAN:

Series I, 2.34% 11/1/08

$ 1,700

$ 1,700

Series III, 2.34% 4/1/09

15,100

15,100

 

16,800

Kentucky - 0.4%

Kentucky Asset/Liability Commission Road Fund Bonds First Series A:

1.63% tender 12/4/08 (Liquidity Facility Dexia Cr. Local de France), CP mode

12,500

12,500

3.25% tender 11/3/08 (Liquidity Facility Dexia Cr. Local de France), CP mode

4,600

4,600

Louisville & Jefferson County Metropolitan Swr. District Swr. & Drain Sys. Rev. Participating VRDN Series Solar 06 87, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

9,500

9,500

Mason County Poll. Cont. Rev. (East Kentucky Pwr. Coop. Proj.) Series 1984 B1, 2.75% (Nat'l. Rural Utils. Coop. Fin. Corp. Guaranteed), VRDN (c)

1,550

1,550

Warren County Hosp. Rev. (Bowling Green-Warren County Cmnty. Hosp. Corp. Proj.) Series 2008, 1.75% (Assured Guaranty Corp. Insured), VRDN (c)

8,555

8,555

 

36,705

Louisiana - 1.8%

Louisiana Gas & Fuel Tax Rev. Participating VRDN Series EGL 06 30, 2.34% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

20,000

20,000

Louisiana Gen. Oblig. Series 2008 A, 1.4%, LOC BNP Paribas SA, VRDN (c)

38,900

38,900

Louisiana Offshore Term. Auth. Deepwater Port Rev. (LOOP LLC Proj.) Series 2003 B, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

9,575

9,575

Louisiana Pub. Facilities Auth. Gulf Opportunity Zone Rev. (Celtic Mgmt. Corp. Proj.) Series 2008, 1.82%, LOC JPMorgan Chase Bank, VRDN (c)

10,000

10,000

Louisiana Pub. Facilities Auth. Hosp. Rev. (Franciscan Missionaries of Our Lady Health Sys. Proj.):

Series 2005 B, 1.5%, LOC JPMorgan Chase Bank, VRDN (c)

30,000

30,000

Series 2008 A, 2%, LOC JPMorgan Chase Bank, VRDN (c)

9,000

9,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Louisiana - continued

West Baton Rouge Parish Indl. District #3 Rev.:

Bonds (Dow Chemical Co. Proj.) Series 1991, 1.83% tender 12/11/08, CP mode

$ 12,700

$ 12,700

(Dow Chemical Co. Proj.) Series 1994 B, 1.35%, VRDN (c)

18,700

18,700

 

148,875

Maine - 0.1%

Maine Health Student Finl. Auth. Participating VRDN Series Solar 06 122, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

8,010

8,010

Maryland - 3.0%

Anne Arundel County Gen. Oblig.:

Participating VRDN Series BBT 08 10, 1.7% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

13,805

13,805

Series A, 1.65% 12/1/08, CP

25,000

25,000

Anne Arundel County Port Facilities Auth. Rev. Bonds (Baltimore Gas & Elec. Co. Proj.) Series 1985, 1.9% tender 11/5/08, CP mode

16,500

16,500

Baltimore County Gen. Oblig. 1.68% 12/4/08 (Liquidity Facility BNP Paribas SA), CP

25,900

25,900

Howard County Gen. Oblig. 1.8% 12/11/08 (Liquidity Facility State Street Bank & Trust Co., Boston), CP

19,000

19,000

Maryland Gen. Oblig. Bonds:

(State & Local Facilities Ln. Prog.) First Series 2006 A, 5% 3/1/09

3,000

3,030

Series 2004, 5% 2/1/09

3,000

3,022

Maryland Health & Higher Edl. Facilities Auth. Rev.:

Participating VRDN Series BBT 08 46, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

3,850

3,850

(Adventist Healthcare Proj.) Series 2005 A, 1.7%, LOC LaSalle Bank NA, VRDN (c)

3,000

3,000

(Mercy Med. Ctr. Proj.) Series 2007 C, 1.45%, LOC Bank of America NA, VRDN (c)

38,600

38,600

(Univ. of Maryland Med. Sys. Proj.) Series 2008 C, 1.58%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

15,000

15,000

(Villa Julie College, Inc. Proj.) Series 2005, 1.45%, LOC Bank of America NA, VRDN (c)

16,260

16,260

Series F, 1.6% 11/4/08, LOC Bank of America NA, CP

21,500

21,500

Maryland Trans. Auth. Passenger Facility Charge Rev. Series 2003 A, 1.9%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

12,570

12,570

Montgomery County Gen. Oblig. Series 2002, 1.7% 12/4/08, CP

15,000

15,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Maryland - continued

Montgomery County Hsg. Opportunity Commission Hsg. Rev. (Falklands Apts. Proj.) Series 1985 B, 1.5%, LOC Fannie Mae, VRDN (c)

$ 2,840

$ 2,840

Prince George's County Rev. (Collington Episcopal Proj.) Series A, 1.7%, LOC LaSalle Bank NA, VRDN (c)

9,470

9,470

Univ. of Maryland Sys. Auxiliary Facility & Tuition Rev. Bonds Series A, 5% 4/1/09

4,220

4,279

 

248,626

Massachusetts - 0.2%

Massachusetts Health & Edl. Facilities Auth. Rev. (Harvard Univ. Proj.) Series Y, 0.75%, VRDN (c)

9,500

9,500

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev. Participating VRDN Series ROC II R 11319, 2.33% (Liquidity Facility Citibank NA) (c)(f)

4,005

4,005

Somerville Gen. Oblig. BAN 2% 2/20/09

7,001

7,020

 

20,525

Michigan - 2.2%

Detroit Gen. Oblig. TAN 3.5% 3/31/09, LOC JPMorgan Chase Bank

23,900

24,065

Grand Valley Michigan State Univ. Rev. Series 2008 B, 1.81%, LOC RBS Citizens NA, VRDN (c)

7,140

7,140

Kent Hosp. Fin. Auth. Hosp. Facilities Rev. (Spectrum Health Sys. Proj.) Series 2008 B3, 1.43% (Liquidity Facility Wells Fargo Bank NA), VRDN (c)

23,000

23,000

Michigan Hosp. Fin. Auth. Rev.:

(McLaren Health Care Corp. Proj.) Series 2008 B3, 1.45%, LOC JPMorgan Chase Bank, VRDN (c)

5,500

5,500

(Munising Memorial Hosp. Assoc. Proj.) Series 2006, 1.92%, LOC Banco Santander SA, VRDN (c)

6,300

6,300

Michigan Strategic Fund Ltd. Oblig. Rev.:

(Detroit Edison Co. Proj.) Series 2008 ET, 1.6%, LOC Bank of Nova Scotia, VRDN (c)

3,900

3,900

(Dow Chemical Co. Proj.) Series 2003 B1, 1.95%, VRDN (c)

38,015

38,015

(Van Andel Research Institute Proj.) 1.75%, LOC Bank of America NA, VRDN (c)

75,000

75,000

 

182,920

Minnesota - 1.1%

Bloomington Sr. Hsg. Rev. (Presbyterian Homes Proj.) Series 2008, 1.8%, LOC Freddie Mac, VRDN (c)

5,000

5,000

Minnesota Gen. Oblig. Bonds:

Series 2008 C, 5% 8/1/09

4,965

5,090

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Minnesota - continued

Minnesota Gen. Oblig. Bonds: - continued

5% 8/1/09

$ 14,000

$ 14,315

Minnesota Hsg. Fin. Agcy. Bonds (Residential Hsg. Fin. Proj.) Series N, 3.3% 12/18/08

7,200

7,200

Minnetonka Multi-family Hsg. Rev. (Cliffs at Ridgedale Proj.) Series 1995, 1.89%, LOC Fannie Mae, VRDN (c)

2,450

2,450

Robbinsdale Gen. Oblig. (North Memorial Health Care Proj.):

Series 2008 A1, 1.75%, LOC Wells Fargo Bank NA, VRDN (c)

5,000

5,000

Series 2008 A2, 1.2%, LOC Wells Fargo Bank NA, VRDN (c)

15,000

15,000

Series 2008 A3, 1.6%, LOC Wells Fargo Bank NA, VRDN (c)

5,000

5,000

Rochester Health Care Facilities Rev. Series 2008 C, 1.72% 12/12/08, CP

10,000

10,000

Saint Cloud Health Care Rev. (CentraCare Health Sys. Proj.) Series 2008 B, 1.73% (Assured Guaranty Corp. Insured), VRDN (c)

6,305

6,305

Univ. of Minnesota:

Series 1999 A, 1.25% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

4,320

4,320

Series 2001 C, 1.25% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

14,340

14,340

 

94,020

Mississippi - 0.9%

Mississippi Bus. Fin. Corp. Participating VRDN Series MS 06 2240, 1.6% (Liquidity Facility Wells Fargo & Co.) (c)(f)(g)

26,680

26,680

Mississippi Dev. Bank Spl. Oblig.:

(East Mississippi Correctional Facility Proj.) Series 2008 B, 1.5%, LOC Bank of America NA, VRDN (c)

32,000

32,000

Series 2008 A2, 1.5%, LOC Bank of America NA, VRDN (c)

13,525

13,525

 

72,205

Missouri - 1.5%

Bi-State Dev. Agcy. Missouri Illinois Metropolitan District Rev. (MetroLink Cross County Extension Proj.) Series 2005 A, 1.6%, LOC JPMorgan Chase Bank, VRDN (c)

2,650

2,650

Kansas City Indl. Dev. Auth. Student Hsg. Facilities Rev. (Oak Street West Proj.) Series 2006, 1.48%, LOC Bank of America NA, VRDN (c)

14,300

14,300

Missouri Dev. Fin. Board Lease Rev. (Missouri Assoc. of Muni. Utils. Proj.) 1.45%, LOC U.S. Bank NA, Minnesota, VRDN (c)

2,960

2,960

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Missouri - continued

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

Participating VRDN Series EGL 07 0001, 1.86% (Liquidity Facility Citibank NA) (c)(f)

$ 6,000

$ 6,000

(Saint Louis Univ. Proj.) Series 2008 B2, 1.2%, LOC Bank of America NA, VRDN (c)

2,540

2,540

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

(Bethesda Health Group Proj.) Series 2001 A, 1.2%, LOC U.S. Bank NA, Minnesota, VRDN (c)

30,475

30,475

(BJC Health Sys. Proj.) Series 2008 D, 1.2%, VRDN (c)

21,400

21,400

(SSM Health Care Sys. Proj.):

Series 2005 A1, 1.48%, LOC Bank of America NA, VRDN (c)

2,600

2,600

Series 2005 C2, 1.48%, LOC Bank of America NA, VRDN (c)

9,400

9,400

Missouri Health & Edl. Facilities Auth. Rev.:

Bonds (Ascension Health Proj.) Series 2003 C3, 1.75%, tender 3/3/09 (c)

8,500

8,500

(Lutheran Sr. Services Proj.) Series 2008, 1.7%, LOC U.S. Bank NA, Minnesota, VRDN (c)

9,000

9,000

Missouri Highways & Trans. Commission State Road Rev. Participating VRDN Series MT 496, 1.86% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

19,000

19,000

 

128,825

Nebraska - 0.8%

Nebraska Invt. Fin. Auth. Single Family Hsg. Rev. Series 2008 G, 1.8% (Liquidity Facility Fed. Home Ln. Bank Topeka), VRDN (c)

11,135

11,135

Nebraska Pub. Pwr. District Rev. Bonds Series 2005 B2, 5% 1/1/09

4,800

4,819

Nebraska Pub. Pwr. Generation Agcy. Rev. Participating VRDN Series EGL 07 0009, 1.95% (Liquidity Facility Citibank NA) (c)(f)

18,000

18,000

Omaha Gen. Oblig. Participating VRDN Series ROC II R 10085, 1.5% (Liquidity Facility Citibank NA) (c)(f)

9,930

9,930

Omaha Pub. Pwr. District Elec. Rev. Participating VRDN Series BBT 2060, 1.5% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

23,120

23,120

 

67,004

Nevada - 0.6%

Clark County Arpt. Rev.:

Series 2008 D2, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

17,000

17,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Nevada - continued

Clark County Arpt. Rev.: - continued

Series 2008 D3, 1.8%, LOC Bayerische Landesbank, VRDN (c)

$ 14,350

$ 14,350

Clark County Fuel Tax:

Participating VRDN Series Putters 1309, 2.32% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

4,235

4,235

Series 2008 A:

1.6% 12/11/08, LOC California Teachers Retirement Sys., LOC State Street Bank & Trust Co., Boston, CP

6,000

6,000

1.7% 12/11/08, LOC BNP Paribas SA, CP

3,600

3,600

1.7% 12/11/08, LOC California Teachers Retirement Sys., LOC State Street Bank & Trust Co., Boston, CP

6,000

6,000

Truckee Meadows Wtr. Auth. Wtr. Rev. Series 2006 B, 2.5% 11/6/08, LOC Lloyds TSB Bank PLC, CP

2,000

2,000

 

53,185

New Hampshire - 0.0%

New Hampshire Health & Ed. Facilities Auth. Rev. (Exeter Hosp. Obligated Group Proj.) Series 2001 B, 1.8%, LOC Bank of America NA, VRDN (c)

2,610

2,610

New Jersey - 2.3%

New Jersey Econ. Dev. Auth. School Facilities Construction Rev.:

Series 2008 V3, 1.78%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

16,900

16,900

Series 2008 X, 1%, LOC Bank of America NA, VRDN (c)

16,225

16,225

New Jersey Gen. Oblig. TRAN Series 2009 A, 3% 6/25/09

157,200

158,579

 

191,704

New Mexico - 0.2%

New Mexico Fin. Auth. Trans. Rev.:

Series 2008 A1, 1.5%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

6,200

6,200

Series 2008 B1, 1.5%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

11,600

11,600

 

17,800

New York - 1.8%

Monroe County Indl. Dev. Agcy. Civic Facility Rev. (Margaret Woodbury Strong Museum Proj.) Series 2005, 1.7%, LOC JPMorgan Chase Bank, VRDN (c)

1,000

1,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

New York - continued

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

Participating VRDN:

Series EGL 08 23, 1.89% (Liquidity Facility Citigroup, Inc.) (c)(f)

$ 25,175

$ 25,175

Series ROC II R 406, 1.84% (Liquidity Facility Citibank NA) (c)(f)

13,000

13,000

Series ROC II R 441, 1.84% (Liquidity Facility Citibank NA) (c)(f)

13,500

13,500

Series 2006 AA1, 1.05% (Liquidity Facility California Teachers Retirement Sys.) (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (c)

57,450

57,450

Series 2008 B3, 0.7% (Liquidity Facility Bank of America NA), VRDN (c)

1,000

1,000

Series 6, 1.75% 1/22/09 (Liquidity Facility Landesbank Baden-Wuert) (Liquidity Facility Landesbank Hessen-Thuringen), CP

17,800

17,800

Tarrytown Gen. Oblig. BAN 2% 2/20/09

20,000

20,056

 

148,981

North Carolina - 2.9%

Charlotte Gen. Oblig. Series 2007, 1.5% (Liquidity Facility KBC Bank NV), VRDN (c)

5,000

5,000

Charlotte-Mecklenburg Hosp. Auth. Health Care Sys. Rev. Series B, 1.25% (Liquidity Facility Bank of America NA), VRDN (c)

5,000

5,000

Greensboro Combined Enterprise Sys. Rev. Series 2005 B, 1.5% (Liquidity Facility Bank of America NA), VRDN (c)

5,540

5,540

Mecklenburg County Gen. Oblig. Bonds Series B, 4% 2/1/09

1,000

1,006

North Carolina Cap. Facilities Fin. Agcy. Cap. Facilities Rev. (Guilford College Proj.) Series A, 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

7,175

7,175

North Carolina Cap. Facilities Fin. Agcy. Ed. Facilities Rev.:

(Campbell Univ. Proj.) 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

5,085

5,085

(High Point Univ. Rev.) 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

9,900

9,900

North Carolina Cap. Facilities Fin. Agcy. Rev. Participating VRDN Series EGL 07 0015, 1.84% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

10,890

10,890

North Carolina Edl. Facilities Fin. Agcy. Rev.:

(Providence Day School Proj.) Series 1999, 1.5%, LOC Bank of America NA, VRDN (c)

5,645

5,645

(Queens College Proj.) Series 1999 B, 1.83%, LOC Bank of America NA, VRDN (c)

3,290

3,290

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

North Carolina - continued

North Carolina Gen. Oblig.:

Bonds Series 1999, 4.6% 4/1/17 (Pre-Refunded to 4/1/09 @ 102) (e)

$ 2,200

$ 2,271

Series 2002 D, 1.6% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

4,200

4,200

Series 2002 E, 1.65% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

19,885

19,885

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. Bonds Series A, 5% 5/1/09

2,370

2,409

North Carolina Med. Care Commission Health Care Facilities Rev.:

Participating VRDN Series ROC II R 10313, 1.92% (Liquidity Facility Citigroup, Inc.) (c)(f)

14,600

14,600

(Wake Forest Univ. Proj.) Series 2008 C, 1.5%, LOC Bank of America NA, VRDN (c)

5,100

5,100

North Carolina Med. Care Commission Hosp. Rev. (CaroMont Health Proj.):

Series 2003 A, 1.75%, LOC Bank of America NA, VRDN (c)

20,300

20,300

Series 2003 B, 1.75%, LOC Bank of America NA, VRDN (c)

19,600

19,600

Piedmont Triad Arpt. Auth. Series 2008 A, 1.5%, LOC Branch Banking & Trust Co., VRDN (c)

9,000

9,000

Raleigh Combined Enterprise Sys. Rev. Participating VRDN Series ROC II R 645, 1.85% (Liquidity Facility Citibank NA) (c)(f)

6,400

6,400

Univ. of North Carolina at Chapel Hill Rev. Participating VRDN:

Series BA 08 1085, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

6,900

6,900

Series BBT 08 19, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

25,825

25,825

Series EGL 05 3014 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

7,700

7,700

Wake County Gen. Oblig.:

BAN 3.5% 10/15/09

34,600

35,184

Series 2007 A, 1.4% (Liquidity Facility Bank of America NA), VRDN (c)

1,100

1,100

 

239,005

North Dakota - 0.1%

Cass County Health Care Facilities Rev. (Essentia Health Obligated Group Proj.) Series 2008 A2, 1.9% (Assured Guaranty Corp. Insured), VRDN (c)

7,000

7,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Ohio - 2.3%

Hamilton County Hosp. Facilities Rev. (Childrens Hosp. Med. Ctr. Proj.) Series 2007 M, 1.63%, LOC JPMorgan Chase Bank, VRDN (c)

$ 8,050

$ 8,050

Lake County Hosp. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) Series 2008 A, 1.7%, LOC JPMorgan Chase Bank, VRDN (c)

28,500

28,500

Miamisburg City School District BAN:

Series 2008, 3.5% 7/28/09

3,800

3,818

2.5% 11/13/08

12,600

12,603

Montgomery County Rev. (Catholic Health Initiatives Proj.) Series B2, 1.75% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

6,815

6,815

Ohio Air Quality Dev. Auth. Rev. (Cincinnati Gas & Elec. Co. Proj.) Series A, 2.5%, VRDN (c)

4,300

4,300

Ohio Gen. Oblig.:

Bonds Series A, 5.5% 12/1/08

5,000

5,018

Participating VRDN Series Putters 02 306, 1.83% (Liquidity Facility JPMorgan Chase & Co.) (c)(f)

12,425

12,425

Ohio Higher Edl. Facility Commission Hosp. Rev. Series 2008 B5, 2.2% 2/5/09, CP

18,650

18,650

Ohio Higher Edl. Facility Commission Rev.:

(Case Western Reserve Univ. Proj.) Series 2008 A, 1.5%, LOC Allied Irish Banks PLC, VRDN (c)

6,000

6,000

(Univ. Hosp. Health Sys. Proj.):

Series 2008 A, 2%, LOC Allied Irish Banks PLC, VRDN (c)

34,375

34,375

Series 2008 C, 1.43%, LOC Wells Fargo Bank NA, VRDN (c)

17,500

17,500

Series 2008 D, 1.75%, LOC JPMorgan Chase Bank, VRDN (c)

28,300

28,300

Richland County Gen. Oblig. BAN Series B, 2% 2/19/09

4,500

4,507

 

190,861

Oklahoma - 0.2%

Oklahoma Dev. Fin. Auth. (Duncan Reg'l. Hosp. Proj.) Series 2008, 1.38%, LOC Bank of America NA, VRDN (c)

10,000

10,000

Univ. Hosps Trust Rev. Series 2005 A, 1.5%, LOC Bank of America NA, VRDN (c)

10,250

10,250

 

20,250

Oregon - 1.1%

Oregon Facilities Auth. Rev.:

(Lewis & Clark College Proj.) Series 2008 A, 1.75%, LOC Wells Fargo Bank NA, VRDN (c)

20,000

20,000

(PeaceHealth Proj.) Series 2008 A, 1.35%, LOC U.S. Bank NA, Minnesota, VRDN (c)

27,510

27,510

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Oregon - continued

Oregon Health and Science Univ. Spl. Rev. (OHSU Med. Group Proj.):

Series 2004 A, 1.9%, LOC Bank of New York, New York, LOC California Teachers Retirement Sys., VRDN (c)

$ 19,410

$ 19,410

Series 2004 B, 1.9%, LOC Bank of New York, New York, LOC California Teachers Retirement Sys., VRDN (c)

6,100

6,100

Salem Wtr. & Swr. Rev. 1.85% 11/3/08, LOC Fortis Banque SA, CP

16,000

16,000

 

89,020

Pennsylvania - 3.0%

Allegheny County Series C58A, 1.7%, LOC JPMorgan Chase Bank, VRDN (c)

21,395

21,395

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

Series 2008 A, 1.35%, LOC Allied Irish Banks PLC, VRDN (c)

9,855

9,855

Series 2008 B, 1.35%, LOC Citizens Bank of Pennsylvania, VRDN (c)

10,895

10,895

Allegheny County Indl. Dev. Auth. Rev. (UPMC Children's Hosp. Proj.) Series 2004 A, 1.68%, VRDN (c)

15,100

15,100

Chester County Indl. Dev. Auth. Student Hsg. Rev. (Univ. Student Hsg., LLC at West Chester Univ. of Pennsylvania Proj.) Series 2008 A, 1.7%, LOC Citizens Bank of Pennsylvania, VRDN (c)

9,000

9,000

Geisinger Auth. Health Sys. Rev. Participating VRDN Series ROC II R 11013, 1.85% (Liquidity Facility Citibank NA) (c)(f)

10,475

10,475

Lancaster County Hosp. Auth. Health Ctr. Rev. (Lancaster Gen. Hosp. Proj.) Series 2008, 0.72%, LOC Bank of America NA, VRDN (c)

6,500

6,500

Lehigh County Gen. Purp. Auth. (Muhlenberg College Proj.) 1.75%, LOC Bank of America NA, VRDN (c)

7,500

7,500

Lehigh County Gen. Purp. Hosp. Rev. (Lehigh Valley Health Network Proj.) Series 2008 C, 0.8%, LOC Bank of America NA, VRDN (c)

1,000

1,000

Montgomery County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (PECO Energy Proj.) Series 1994 A, 1.6% tender 12/11/08, LOC BNP Paribas SA, CP mode

5,000

5,000

Pennsylvania Higher Edl. Facilities Auth. (Washington & Jefferson Dev. Corp. Proj.) Series A, 1.84%, LOC UniCredit SpA, VRDN (c)

4,500

4,500

Pennsylvania Higher Edl. Facilities Auth. Rev.:

Participating VRDN Series Putters 1271, 1.8% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

2,195

2,195

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Pennsylvania - continued

Pennsylvania Higher Edl. Facilities Auth. Rev.: - continued

(King's College Proj.) Series 2001 H6, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

$ 2,500

$ 2,500

(Marywood Univ. Proj.) Series A, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

2,900

2,900

(Univ. of Pennsylvania Health Sys. Proj.) Series 2008 A, 1.75%, LOC Bank of America NA, VRDN (c)

11,600

11,600

Pennsylvania Tpk. Commission Tpk. Rev.:

Series 2008 B1, 1.63%, LOC Bank of America NA, VRDN (c)

28,925

28,925

Series 2008 B4, 1.5%, LOC Bank of America NA, VRDN (c)

10,000

10,000

Philadelphia School District:

Series 2008 A1, 1.45%, LOC Bank of America NA, VRDN (c)

13,500

13,500

Series 2008 A3, 1.5%, LOC Bank of America NA, VRDN (c)

6,800

6,800

Series 2008 D1, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

13,000

13,000

Series 2008 D2, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

4,700

4,700

Schuylkill County Indl. Dev. Auth. Resource Recovery Rev. (WPS Westwood Generation, LLC Proj.) 2.15%, VRDN (c)

18,100

18,100

Southeastern Pennsylvania Trans. Auth. Rev. Series 2007, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

30,800

30,800

St. Mary Hosp. Auth. Bucks County (Catholic Health Initiatives Proj.) Series B, 1.75% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

8,100

8,100

 

254,340

Rhode Island - 0.5%

Narragansett Bay Cmnty. Wastewtr. Sys. Rev. Participating VRDN Series Solar 07 16, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

12,450

12,450

Rhode Island Health & Edl. Bldg. Corp. Higher Ed. Facilities Rev. (Care New England Health Sys. Proj.) Series 2008 B, 1.5%, LOC JPMorgan Chase Bank, VRDN (c)

11,755

11,755

Rhode Island Health and Edl. Bldg. Corp. Higher Ed. Facility Rev.:

(Bryant Univ. Proj.) Series 2008, 2%, LOC TD Banknorth, N.A., VRDN (c)

10,400

10,400

(Roger Williams Univ. Proj.) Series 2008 B, 1.5%, LOC Bank of America NA, VRDN (c)

5,000

5,000

 

39,605

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

South Carolina - 1.7%

Beaufort County School District BAN Series C, 2.5% 11/6/09 (b)

$ 31,155

$ 31,446

Charleston Wtrwks. & Swr. Rev. Series A, 1.5% (Liquidity Facility Bank of America NA), VRDN (c)

11,405

11,405

Greenville County School District Installment Purp. Rev. Participating VRDN Series MS 06 2056, 1.6% (Liquidity Facility Wells Fargo & Co.) (c)(f)(g)

7,440

7,440

Horry County School District Participating VRDN Series ROC II R 754 PB, 2.34% (Liquidity Facility Deutsche Postbank AG) (c)(f)

5,650

5,650

Oconee County Poll. Cont. Rev. (Duke Energy Corp. Proj.) Series A, 1.4%, VRDN (c)

18,700

18,700

South Carolina Gen. Oblig. Participating VRDN Series ROC II R 692W, 1.84% (Liquidity Facility Wells Fargo & Co.) (c)(f)

4,090

4,090

South Carolina Jobs Econ. Dev. Auth. Health Facilities Rev. (The Methodist Home Proj.) Series 1994, 1.55%, LOC Bank of America NA, VRDN (c)

5,900

5,900

South Carolina Jobs-Econ. Dev. Auth. (Palmetto Health Proj.):

Series 2008 A, 2%, LOC Bank of America NA, VRDN (c)

13,000

13,000

Series 2008 B, 2%, LOC Bank of America NA, VRDN (c)

16,450

16,450

South Carolina Trans. Infrastructure Bank Rev.:

Series 2003 B1, 1.6%, LOC Bank of America NA, VRDN (c)

7,950

7,950

Series 2003 B2, 1.7%, LOC Branch Banking & Trust Co., VRDN (c)

10,000

10,000

York County Poll. Cont. Rev. Bonds (Duke Energy Corp. Proj.) 2% tender 11/3/08, CP mode

7,200

7,200

 

139,231

Tennessee - 1.9%

Chattanooga Health Ed. & Hsg. Facility Board Rev. (Southern Adventist Univ. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

8,995

8,995

Clarksville Pub. Bldg. Auth. Rev.:

(Tennessee Muni. Bond Fund Proj.):

Series 2005, 0.8%, LOC Bank of America NA, VRDN (c)

2,400

2,400

Series 2008, 0.8%, LOC Bank of America NA, VRDN (c)

1,350

1,350

Series 1994, 1.5%, LOC Bank of America NA, VRDN (c)

4,105

4,105

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Catholic Healthcare Partners Proj.) Series 2008 A, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

4,300

4,300

Memphis Gen. Oblig. Bonds Series 2002, 5.25% 11/1/08

6,175

6,175

Metropolitan Govt. Nashville & Davidson County Indl. Dev. Board Rev. (Nashville Symphony Hall Proj.) Series 2004, 1.5%, LOC Bank of America NA, VRDN (c)

16,000

16,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Tennessee - continued

Montgomery County Pub. Bldg. Auth. Pooled Fing. Rev. (Tennessee County Ln. Pool Prog.) Series 2002, 0.8%, LOC Bank of America NA, VRDN (c)

$ 3,910

$ 3,910

Nashville and Davidson County Metropolitan Govt. Gen. Oblig. Participating VRDN Series Putters 2631, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

20,000

20,000

Shelby County Gen. Oblig.:

Series 2004 B, 1.45% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

53,285

53,285

Series 2008 A, 1.75% 12/9/08, CP

17,800

17,800

Shelby County Health Edl. & Hsg. Facilities Board Rev. (Methodist Le Bonheur Healthcare Proj.) Series 2008 B, 1.7% (Assured Guaranty Corp. Insured), VRDN (c)

22,900

22,900

 

161,220

Texas - 13.2%

Bastrop Independent School District Participating VRDN Series ROC II R 492, 1.85% (Liquidity Facility Citibank NA) (c)(f)

8,150

8,150

Brazos River Hbr. Navigation District of Brazoria County Envir. Facilities Rev. (Dow Chemical Co. Proj.) Series B1, 1.35%, VRDN (c)

11,600

11,600

Caddo Mills Independent School District Participating VRDN Series DB 473, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

5,264

5,264

Dallas Area Rapid Transit Sales Tax Rev. Participating VRDN Series EGL 07 0020, 2.33% (Liquidity Facility Bayerische Landesbank) (c)(f)

19,800

19,800

Dallas Independent School District TAN 3% 2/13/09

9,700

9,729

Dallas North Texas Tollway Auth. Series A:

1.62% 11/4/08, LOC Bank of America NA, CP

20,000

20,000

1.7% 12/4/08, LOC Bank of America NA, CP

30,000

30,000

El Paso Gen. Oblig. Participating VRDN Series BA 08 1057, 2.82% (Liquidity Facility Bank of America NA) (c)(f)

6,430

6,430

Friendswood Independent School District Participating VRDN Series BA 08 3036X, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

8,635

8,635

Granbury Independent School District Participating VRDN Series SG 129, 1.87% (Liquidity Facility Societe Generale) (c)(f)

4,815

4,815

Harris County Ind. Dev. Corp. 1.8%, LOC Royal Bank of Canada, VRDN (c)

19,600

19,600

Harris County Cultural Ed. Facilities Fin. Corp. Rev. (YMCA of the Greater Houston Area Proj.):

Series 2008 A, 1.25%, LOC JPMorgan Chase Bank, VRDN (c)

2,500

2,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Texas - continued

Harris County Cultural Ed. Facilities Fin. Corp. Rev. (YMCA of the Greater Houston Area Proj.): - continued

Series 2008 D, 1.25%, LOC Compass Bank, VRDN (c)

$ 25,000

$ 25,000

Harris County Flood Cont. District Participating VRDN:

Series ROC II R 11313, 1.85% (Liquidity Facility Citibank NA) (c)(f)

8,555

8,555

Series ROC II R 12099, 1.84% (Liquidity Facility Citigroup, Inc.) (c)(f)

33,300

33,300

Harris County Gen. Oblig.:

Participating VRDN Series ROC II R 11314, 1.85% (Liquidity Facility Citibank NA) (c)(f)

5,780

5,780

Series C, 1.7% 12/11/08, CP

28,000

28,000

TAN Series 2008, 3% 2/26/09

18,500

18,574

Harris County Health Facilities Dev. Corp. Hosp. Rev. (Baylor College of Medicine Proj.):

Series 2007 B, 1.49%, LOC JPMorgan Chase Bank, VRDN (c)

8,825

8,825

Series 2008 A, 1.85%, LOC Compass Bank, VRDN (c)

32,600

32,600

HFDC of Central Texas, Inc. Rev. (Villa de San Antonio Proj.) Series 2004 C, 1.76%, LOC KBC Bank NV, VRDN (c)

13,000

13,000

Houston Arpt. Sys. Rev. Participating VRDN 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

9,455

9,455

Houston Cmnty. College Sys. Rev. Bonds Series 2008, 3% 2/15/09

1,845

1,852

Houston Gen. Oblig.:

Series A, 1.67% 2/6/09, LOC Bank of New York, New York, CP

3,400

3,400

Series E1, 2.05% 11/5/08 (Liquidity Facility Banco Bilbao Vizcaya Argentaria SA), CP

20,000

20,000

Houston Higher Ed. Fin. Corp. Higher Ed. Rev.:

Participating VRDN Series SG 139, 1.88% (Liquidity Facility Societe Generale) (c)(f)

3,100

3,100

(Rice Univ. Proj.):

Series 2006 B, 1.55% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

9,770

9,770

Series 2008 A, 0.8%, VRDN (c)

2,000

2,000

Series 2008 B, 1.2%, VRDN (c)

7,000

7,000

Houston Util. Sys. Rev.:

Participating VRDN Series Putters 2493, 2.57% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

2,525

2,525

Series 2004 A:

5% 11/3/08 (Liquidity Facility Bayerische Landesbank Girozentrale) (Liquidity Facility WestLB AG), CP

13,600

13,600

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Texas - continued

Houston Util. Sys. Rev.: - continued

Series 2004 A:

5% 11/3/08 (Liquidity Facility Bayerische Landesbank Girozentrale) (Liquidity Facility WestLB AG), CP

$ 23,900

$ 23,900

Series 2008 A1, 1.5%, LOC Bank of America NA, VRDN (c)

3,000

3,000

Irving Independent School District Participating VRDN Series PT 3954, 1.77% (Liquidity Facility Wells Fargo & Co.) (c)(f)

8,900

8,900

Keller Independent School District Participating VRDN Series Putters 2616, 1.85% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

5,325

5,325

Kendall County Health Facilities Dev. Corp. Health Care Rev. (Morningside Ministries Proj.) 1.7%, LOC Allied Irish Banks PLC, VRDN (c)

12,000

12,000

Lewisville Independent School District Participating VRDN Series SGA 134, 1.8% (Liquidity Facility Societe Generale) (c)(f)

1,290

1,290

Lower Colorado River Auth. Rev. Series A:

3.5% 11/5/08 (Liquidity Facility JPMorgan Chase Bank), CP

11,700

11,700

4% 11/12/08 (Liquidity Facility JPMorgan Chase Bank), CP

26,200

26,200

4% 11/12/08 (Liquidity Facility JPMorgan Chase Bank), CP

12,700

12,700

Plano Independent School District Participating VRDN Series SGA 128, 1.8% (Liquidity Facility Societe Generale) (c)(f)

21,380

21,380

Princeton Independent School District Participating VRDN Series SGB 02 41A, 1.89% (Liquidity Facility Societe Generale) (c)(f)

1,250

1,250

Red River Ed. Fin. Corp. Ed. Rev. Participating VRDN Series SGA 109, 1.8% (Liquidity Facility Societe Generale) (c)(f)

7,070

7,070

San Antonio Elec. & Gas Participating VRDN Series DB 602, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

8,370

8,370

San Antonio Elec. & Gas Sys. Rev.:

Participating VRDN:

Series BBT 08 26, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

5,390

5,390

Series SG 104, 1.88% (Liquidity Facility Societe Generale) (c)(f)

5,490

5,490

Series SG 105, 1.88% (Liquidity Facility Societe Generale) (c)(f)

29,400

29,400

Series 2003, 2.05% (Liquidity Facility Bank of America NA), VRDN (c)

12,600

12,600

Series A, 1.6% 12/11/08, CP

52,400

52,400

San Antonio Wtr. Sys. Rev. Series 2001 A, 1.73% 12/4/08, CP

4,615

4,615

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Texas - continued

Tarrant County Cultural Ed. Facilities Fin. Corp. Hosp. Rev. (Scott and White Memorial Hosp. and Scott, Sherwood and Brindley Foundation Proj.) Series 2008 3, 1.5%, LOC Compass Bank, VRDN (c)

$ 9,400

$ 9,400

Texas Gen. Oblig.:

Participating VRDN:

Series EGL 03 26 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

4,800

4,800

Series EGL 06 0125, 1.86% (Liquidity Facility Citibank NA) (c)(f)

18,900

18,900

Series EGL 07 90, 1.84% (Liquidity Facility Citibank NA) (c)(f)

25,000

25,000

Series Putters 2481, 1.83% (Liquidity Facility PNC Bank NA, Pittsburgh) (c)(f)

2,200

2,200

Series Putters 2490, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

1,850

1,850

Series Putters 2615, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

9,900

9,900

Series SG 152, 1.3% (Liquidity Facility Societe Generale) (c)(f)

9,970

9,970

TRAN Series 2008, 3% 8/28/09

250,000

252,817

Texas Pub. Fin. Auth. Series 2002 A, 1.87% 12/11/08 (Liquidity Facility Texas Gen. Oblig.), CP

4,100

4,100

Texas Pub. Fin. Auth. Rev. Series 2003, 1.9% 12/9/08, CP

23,000

23,000

Texas Trans. Commission State Hwy. Fund Rev. Participating VRDN Series ROC II R 11273, 1.85% (Liquidity Facility Citibank NA) (c)(f)

19,000

19,000

Travis County Health Facilities Dev. (Longhorn Village Proj.) Series 2008 B, 1.8%, LOC Bank of Scotland PLC, VRDN (c)

4,230

4,230

Univ. of Texas Board of Regents Sys. Rev.:

Participating VRDN Series Putters 1646, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

4,150

4,150

Series 2008 B:

1% (Liquidity Facility Univ. of Texas Invt. Mgmt. Co.), VRDN (c)

30,740

30,740

1% (Liquidity Facility Univ. of Texas Invt. Mgmt. Co.), VRDN (c)

24,400

24,400

Univ. of Texas Permanent Univ. Fund Rev. Series 2008 A, 1.66% 2/3/09, CP

12,000

12,000

 

1,102,296

Utah - 0.4%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series 1997 B3:

1.9% 12/4/08 (Liquidity Facility Bank of Nova Scotia), CP

8,750

8,750

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Utah - continued

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series 1997 B3: - continued

4.5% 11/7/08 (Liquidity Facility Bank of Nova Scotia), CP

$ 9,100

$ 9,100

Utah Gen. Oblig. Bonds Series 2003 A, 4.5% 7/1/09

5,500

5,588

Utah Transit Auth. Sales Tax Rev. Participating VRDN Series BBT 08 27, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

5,765

5,765

 

29,203

Virginia - 1.7%

Fairfax County Econ. Dev. Auth. Rev. (Smithsonian Institution Proj.):

Series A, 1.5% (Liquidity Facility Bank of America NA), VRDN (c)

3,545

3,545

Series B, 1.58% (Liquidity Facility Bank of America NA), VRDN (c)

3,330

3,330

Fairfax County Indl. Dev. Auth. Bonds (Inova Health Sys. Proj.) Series 2008 C4, 1.6%, tender 4/20/09 (c)

11,600

11,600

Fairfax County Wtr. Auth. Wtr. Rev. Participating VRDN Series EGL 06 91 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

5,220

5,220

Hanover County Eda Rev. (Bon Secours Health Sys. Proj.) Series 2008 D1, 1.8%, LOC Landesbank Baden-Wuert, VRDN (c)

6,960

6,960

Loudoun County Indl. Dev. Auth. (Howard Hughes Med. Institute Proj.) Series 2003 B, 1.25%, VRDN (c)

20,100

20,100

Louisa Indl. Dev. Auth. Poll. Cont. Rev. Bonds (Virginia Elec. & Pwr. Co. Proj.):

Series 1984, 3.75% tender 11/3/08, CP mode

4,000

4,000

Series 1987, 3.7% tender 11/12/08, CP mode

18,000

18,000

Montgomery County Indl. Dev. Auth. Rev. (Virginia Tech Foundation Proj.) Series 2005, 0.9%, LOC Bank of America NA, VRDN (c)

4,500

4,500

Norfolk Econ. Dev. Auth. Rev. (Bon Secours Health Sys. Proj.) Series 2008 D2, 1.44%, LOC Bank of America NA, VRDN (c)

4,800

4,800

Suffolk Econ. Dev. Auth. Hosp. Facilities Rev. Participating VRDN Series ROC II R 10329, 1.99% (Liquidity Facility Citigroup, Inc.) (c)(f)

24,310

24,310

Univ. of Virginia Gen. Rev.:

Participating VRDN Series BBT 08 30, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

7,580

7,580

Series 2003 A, 1.3%, VRDN (c)

1,500

1,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Virginia - continued

Virginia College Bldg. Auth. Edl. Facilities Rev. Bonds (21st Century College and Equip. Prog.) Series 2006 A, 5% 2/1/09

$ 10,635

$ 10,715

Virginia Commonwealth Trans. Board Rev. Participating VRDN Series ROC II R 10076, 1.5% (Liquidity Facility Citibank NA) (c)(f)

4,200

4,200

Virginia Gen. Oblig. Bonds Series 2005 A, 4% 6/1/09

5,055

5,112

Virginia Resources Auth. Clean Wtr. Rev. Participating VRDN:

Series BBT 08 48, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

3,970

3,970

Series ROC II R 11010, 1.85% (Liquidity Facility Citibank NA) (c)(f)

5,415

5,415

 

144,857

Washington - 0.7%

King County Gen. Oblig.:

Participating VRDN Series Putters 2541, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

2,845

2,845

BAN 3% 3/1/09

8,400

8,429

Seattle Gen. Oblig. Bonds Series A, 5.5% 3/1/09

1,000

1,012

Snohomish County Pub. Util. District #1 Elec. Rev. Bonds Series A, 3.75% 8/5/09 (b)

9,000

9,096

Washington Econ. Dev. Fin. Auth. Econ. Dev. Rev. (Puget Sound Blood Ctr. Proj.) Series 2008 D, 1.65%, LOC Wells Fargo Bank NA, VRDN (c)

5,000

5,000

Washington Gen. Oblig.:

Participating VRDN:

Series BA 08 1121, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

5,000

5,000

Series ROC II R 759 PB, 2.34% (Liquidity Facility Deutsche Postbank AG) (c)(f)

7,995

7,995

Series VR 96 A, 1.25% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

2,400

2,400

Washington Health Care Facilities Auth. Rev.:

(Childrens Hosp. Reg'l. Med. Ctr. Proj.) Series 2008 A, 1.5%, LOC Bank of America NA, VRDN (c)

12,475

12,475

(PeaceHealth Proj.) Series 2008 B, 1.35%, LOC Wells Fargo Bank NA, VRDN (c)

4,000

4,000

Washington Hsg. Fin. Commission Nonprofit Rev. (United Way King County Proj.) 1.55%, LOC Bank of America NA, VRDN (c)

1,800

1,800

 

60,052

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

West Virginia - 0.1%

West Virginia Econ. Dev. Auth. Poll. Cont. Rev. (Ohio Pwr. Co. - Kammer Proj.) Series 2008 B, 1.8%, LOC Royal Bank of Scotland PLC, VRDN (c)

$ 6,665

$ 6,665

West Virginia Hosp. Fin. Auth. Hosp. Rev. (West Virginia United Health Sys. Proj.) Series 2008 C, 0.8%, LOC Bank of America NA, VRDN (c)

2,500

2,500

 

9,165

Wisconsin - 1.2%

Milwaukee Gen. Oblig. RAN Series 2008 M10, 3% 9/3/09

21,300

21,544

Pleasant Prairie Poll. Cont. Rev. (Wisconsin Elec. Pwr. Co. Proj.) Series 2004, 1.8%, LOC Wells Fargo Bank NA, VRDN (c)

9,100

9,100

Wisconsin Gen. Oblig.:

Participating VRDN Series BBT 08 47, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

6,405

6,405

1.75% 12/11/08, CP

19,513

19,513

Wisconsin Health & Edl. Facilities Auth. Rev.:

Bonds (Luther Hosp. Proj.) Series 2008, 1.68%, tender 4/15/09 (c)

11,800

11,800

(Aurora Health Care, Inc. Proj.) Series C, 2.25%, LOC KBC Bank NV, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

17,745

17,745

(Lutheran College Proj.) 1.48%, LOC U.S. Bank NA, Minnesota, VRDN (c)

15,000

15,000

Wisconsin Trans. Rev. Participating VRDN Series Putters 299, 1.83% (Liquidity Facility JPMorgan Chase & Co.) (c)(f)

895

895

 

102,002

Shares

 

Other - 1.2%

Fidelity Tax-Free Cash Central Fund, 1.23% (a)(d)

100,401,000

100,401

TOTAL INVESTMENT PORTFOLIO - 74.6%

(Cost $6,238,733)

6,238,733

NET OTHER ASSETS - 25.4%

2,127,103

NET ASSETS - 100%

$ 8,365,836

Security Type Abbreviations

BAN - BOND ANTICIPATION NOTE

CP - COMMERCIAL PAPER

RAN - REVENUE ANTICIPATION NOTE

TAN - TAX ANTICIPATION NOTE

TRAN - TAX AND REVENUE
ANTICIPATION NOTE

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Information in this report regarding holdings by state and security types does not reflect the holdings of the Fidelity Tax-Free Cash Central Fund.

(e) Security collateralized by an amount sufficient to pay interest and principal.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $34,120,000 or 0.4% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost
(000s)

Greenville County School District Installment Purp. Rev. Participating VRDN Series MS 06 2056, 1.6% (Liquidity Facility Wells Fargo & Co.)

11/16/07

$ 7,440

Mississippi Bus. Fin. Corp. Participating VRDN Series MS 06 2240, 1.6% (Liquidity Facility Wells Fargo & Co.)

12/26/07 - 1/25/08

$ 26,680

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Tax-Free Cash Central Fund

$ 3,405

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

Annual Report

Tax-Exempt Fund

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2008

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $6,138,332)

$ 6,138,332

 

Fidelity Central Funds (cost $100,401)

100,401

 

Total Investments (cost $6,238,733)

 

$ 6,238,733

Cash

2,258,264

Receivable for investments sold

4,220

Receivable for fund shares sold

144,633

Interest receivable

26,484

Distributions receivable from Fidelity Central Funds

200

Prepaid expenses

529

Receivable from investment adviser for expense reductions

83

Other receivables

850

Total assets

8,673,996

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 69,072

Delayed delivery

80,544

Payable for fund shares redeemed

151,394

Distributions payable

487

Accrued management fee

1,747

Distribution fees payable

475

Other affiliated payables

4,276

Other payables and accrued expenses

165

Total liabilities

308,160

 

 

 

Net Assets

$ 8,365,836

Net Assets consist of:

 

Paid in capital

$ 8,364,045

Accumulated undistributed net realized gain (loss) on investments

1,791

Net Assets

$ 8,365,836

 

 

 

Daily Money Class:
Net Asset Value, offering price and redemption price per share ($922,052 ÷ 921,278 shares)

$ 1.00

 

 

 

Capital Reserves Class:
Net Asset Value, offering price and redemption price per share ($660,040 ÷ 659,511 shares)

$ 1.00

 

 

 

Fidelity Tax-Free Money Market Fund:
Net Asset Value, offering price and redemption price per share ($6,783,744 ÷ 6,781,369 shares)

$ 1.00

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2008

 

 

 

Investment Income

 

 

Interest

 

$ 177,162

Income from Fidelity Central Funds

 

3,405

Total income

 

180,567

 

 

 

Expenses

Management fee

$ 18,675

Transfer agent fees

14,943

Distribution fees

5,511

Accounting fees and expenses

622

Custodian fees and expenses

112

Independent trustees' compensation

29

Registration fees

754

Audit

54

Legal

30

Miscellaneous

287

Total expenses before reductions

41,017

Expense reductions

(8,584)

32,433

Net investment income

148,134

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,649

 

Capital gain distributions from Fidelity Central Funds

8

Total net realized gain (loss)

1,657

Net increase in net assets resulting from operations

$ 149,791

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

Annual Report

Tax-Exempt Fund
Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2008

Year ended
October 31,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 148,134

$ 149,600

Net realized gain (loss)

1,657

602

Net increase in net assets resulting
from operations

149,791

150,202

Distributions to shareholders from net investment income

(148,140)

(149,597)

Distributions to shareholders from net realized gain

(61)

-

Total distributions

(148,201)

(149,597)

Share transactions - net increase (decrease)

2,616,032

1,951,132

Total increase (decrease) in net assets

2,617,622

1,951,737

 

 

 

Net Assets

Beginning of period

5,748,214

3,796,477

End of period (including undistributed net investment income of $0 and distributions in excess of net investment income of $2, respectively)

$ 8,365,836

$ 5,748,214

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

Annual Report

Financial Highlights - Daily Money Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .019

  .030

  .027

  .016

  .005

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .019

  .030

  .027

  .016

  .005

Distributions from net investment income

  (.019)

  (.030)

  (.027)

  (.016)

  (.005)

Distributions from net realized gain

  - D

  -

  -

  -

  -

Total distributions

  (.019)

  (.030)

  (.027)

  (.016)

  (.005)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  1.87%

  3.07%

  2.72%

  1.58%

  .47%

Ratios to Average Net Assets B, C

 

 

 

 

 

Expenses before reductions

  .73%

  .73%

  .73%

  .74%

  .74%

Expenses net of fee waivers, if any

  .70%

  .70%

  .70%

  .70%

  .70%

Expenses net of all reductions

  .61%

  .54%

  .54%

  .61%

  .69%

Net investment income

  1.81%

  3.03%

  2.70%

  1.60%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 922

$ 895

$ 617

$ 575

$ 625

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

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

D Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Capital Reserves Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .016

  .028

  .024

  .013

  .002

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .016

  .028

  .024

  .013

  .002

Distributions from net investment income

  (.016)

  (.028)

  (.024)

  (.013)

  (.002)

Distributions from net realized gain

  - D

  -

  -

  -

  -

Total distributions

  (.016)

  (.028)

  (.024)

  (.013)

  (.002)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  1.62%

  2.81%

  2.46%

  1.33%

  .23%

Ratios to Average Net Assets B, C

 

 

 

 

 

Expenses before reductions

  .98%

  .98%

  .98%

  .99%

  .99%

Expenses net of fee waivers, if any

  .95%

  .95%

  .95%

  .95%

  .94%

Expenses net of all reductions

  .86%

  .82%

  .79%

  .86%

  .93%

Net investment income

  1.56%

  2.74%

  2.45%

  1.35%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 660

$ 508

$ 519

$ 524

$ 504

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

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

D Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Fidelity Tax-Free Money Market Fund

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .021

  .033

  .029

  .018

  .007

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .021

  .033

  .029

  .018

  .007

Distributions from net investment income

  (.021)

  (.033)

  (.029)

  (.018)

  (.007)

Distributions from net realized gain

  - D

  -

  -

  -

  -

Total distributions

  (.021)

  (.033)

  (.029)

  (.018)

  (.007)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  2.13%

  3.32%

  2.97%

  1.84%

  .73%

Ratios to Average Net Assets B, C

 

 

 

 

 

Expenses before reductions

  .48%

  .48%

  .49%

  .49%

  .49%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of all reductions

  .36%

  .29%

  .29%

  .36%

  .44%

Net investment income

  2.06%

  3.28%

  2.95%

  1.85%

  .74%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,784

$ 4,346

$ 2,661

$ 1,856

$ 1,049

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

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

D Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

Treasury Fund (Treasury), Prime Fund (Prime) and Tax-Exempt Fund (Tax-Exempt) (collectively referred to as "the Funds") are funds of Fidelity Newbury Street Trust (the trust). Each Fund 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. Treasury offers four classes of shares, Daily Money Class, Capital Reserves Class, Advisor B Class and Advisor C Class. Prime offers two classes of shares, Daily Money Class and Capital Reserves Class. Tax-Exempt offers three classes of shares, Daily Money Class, Capital Reserves Class and Fidelity Tax-Free Money Market Fund. Each class has equal rights as to assets and voting privileges and has exclusive voting rights with respect to matters that affect that class. Advisor B Class shares will automatically convert to Daily Money Class shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Funds may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Funds indirectly bear their proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Funds' Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Funds:

Security Valuation. As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value.

Investment Transactions and Income. Security transactions, including the Funds' investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

The Board of Trustees of the Funds approved the participation by the Funds in the U.S. Treasury Department's Temporary Guarantee Program for Money Market Funds (the "Program") through April 30, 2009. Under the Program, if the Funds' market value per share drops below $0.995 on any day while the Program is in effect, shareholders of record on that date who also held shares in the Funds on September 19, 2008 may be eligible to receive a payment from the Treasury upon liquidation of the Funds. The Funds paid the U.S. Treasury Department a fee equal to 0.01% based on the number of shares outstanding as of September 19, 2008 to participate in the Program for the initial 3-month term that expires on December 18, 2008. On December 4, 2008, the Funds paid an additional fee equal to 0.015% based on the number of shares outstanding as of September 19, 2008 to participate in the extension of the Program through April 30, 2009. The fees are being amortized over the length of the participation in the Program. The expense is borne by each Fund without regard to any expense limitation currently in effect for each Fund. The U.S. Treasury Department has the option to renew the Program through the close of business on September 19, 2009. If extended, the Board of Trustees of the Funds will determine whether the Funds should continue participation in the Program and, if so, the Funds will incur additional participation fees.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) for Prime, Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional 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, each Fund intends to qualify as a regulated investment company by 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. Each Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Funds' federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, certain Funds will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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.

Tax-Exempt 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows for each Fund:

 

Cost for Federal
Income Tax Purposes

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)

Treasury

$ 7,463,125

$ -

$ -

$ -

Prime

22,559,669

-

-

-

Tax-Exempt

6,238,733

-

-

-

 

Undistributed
Ordinary Income

Undistributed Long-term
Capital Gain

Capital Loss
Carryforward

Treasury

$ 505

$ -

$ -

Prime

38

-

-

Tax-Exempt

151

-

-

The tax character of distributions paid was as follows:

October 31, 2008

 

Tax-exempt
Income

Ordinary
Income

Long-term
Capital Gains

Total

Treasury

$ -

$ 71,045

$ -

$ 71,045

Prime

-

603,152

-

603,152

Tax-Exempt

148,140

-

61

148,201

October 31, 2007

 

Tax-exempt
Income

Ordinary
Income

Long-term
Capital Gains

Total

Treasury

$ -

$ 146,567

$ -

$ 146,567

Prime

-

810,497

-

810,497

Tax-Exempt

149,597

-

-

149,597

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain Funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain Funds 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. Each applicable 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.

Delayed Delivery Transactions and When-Issued Securities. Certain Funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in each applicable Fund's Schedule of Investments. Certain Funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. Certain Funds 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 each applicable Fund's Schedule of Investments.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee that is based on an annual rate of .25% of average net assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Treasury

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Daily Money Class

-%

.25%

$ 6,109

$ 880

Capital Reserves Class

.25%

.25%

10,122

919

Advisor B Class

.75%

.25%

665

513

Advisor C Class

.75%

.25%

1,639

338

 

 

 

$ 18,535

$ 2,650

Prime

 

 

 

 

Daily Money Class

-%

.25%

$ 24,094

$ 2,108

Capital Reserves Class

.25%

.25%

61,114

-

 

 

 

$ 85,208

$ 2,108

Tax-Exempt

 

 

 

 

Daily Money Class

-%

.25%

$ 2,541

$ 104

Capital Reserves Class

.25%

.25%

2,970

-

 

 

 

$ 5,511

$ 104

Sales Load. Fidelity Distributors Corporation (FDC) receives the proceeds of contingent deferred sales charges levied on Treasury - Advisor B and Advisor C class redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Treasury - Advisor B and 1% for Treasury - Advisor C. In addition, FDC receives deferred sales charges of .25% on certain purchases of the Daily Money Class.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained by FDC

 

Treasury

 

Daily Money Class

$ 9

 

Advisor B Class*

$ 386

 

Advisor C Class*

$ 88

 

Prime

 

Daily Money Class

$ 38

 

* When shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Treasury and Prime. Citibank, N.A. (Citibank) is the custodian, transfer agent and shareholder servicing agent for Tax-Exempt. Citibank has entered into a sub-arrangement with FIIOC to perform the activities associated with Tax-Exempt's transfer and shareholder servicing agent functions. FIIOC receives asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Each class pays a transfer agent fee equal to an annual rate of .20% of average net assets. For the period, the total transfer agent fees paid by each class to FIIOC were as follows.

 


Treasury - Daily Money Class

$ 4,888

Treasury - Capital Reserves Class

4,051

Treasury - Advisor B Class

135

Treasury - Advisor C Class*

330

 

$ 9,404

Prime - Daily Money Class

$ 19,275

Prime - Capital Reserves Class

24,449

 

$ 43,724

Tax-Exempt - Daily Money Class

$ 2,035

Tax-Exempt - Capital Reserves Class

1,189

Tax-Exempt - Fidelity Tax-Free Money Market Fund

11,719

 

$ 14,943

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the accounting records for the Funds except for Tax-Exempt. Citibank has entered into a sub-arrangement with FSC to maintain Tax-Exempt's accounting records. The fee is based on the level of average net assets for the month.

6. Expense Reductions.

FMR voluntarily agreed to reimburse funds to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, and the fee for participating in the U.S. Treasury Department's Temporary Guarantee Program, are excluded from this reimbursement.

Annual Report

6. Expense Reductions - continued

The following classes of each applicable Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from Adviser

Treasury

 

Daily Money Class

.70%

$ 670

Capital Reserves Class

.95%

570

Advisor B Class

1.45%

21

Advisor C Class

1.45%

47

Prime

 

Daily Money Class

.70%

$ 3,112

Capital Reserves Class

.95%

3,969

Tax-Exempt

 

Daily Money Class

.70%

$ 229

Capital Reserves Class

.95%

134

Fidelity Tax-Free Money Market Fund

.45%

1,274

In addition, through arrangements with each applicable Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. All of the applicable expense reductions are noted in the table below.

 

Custody
expense
reduction

Transfer
Agent
expense
reduction

Accounting
expense
reduction

 

 

 

 

Treasury

$ -

$

$ -

Daily Money Class

5

Capital Reserves Class

-

Advisor B Class

-

Advisor C Class

-

Prime

57

-

Daily Money Class

38

Capital Reserves Class

-

Tax-Exempt

112

622

Daily Money Class

845

Capital Reserves Class

494

Fidelity Tax-Free Money Market Fund

4,874

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Expense Reductions - continued

FMR or its affiliates voluntarily agreed to waive certain fees during the period. The amount of the waiver for each class is as follows:

Treasury

 

Daily Money Class

$ 1,403

Capital Reserves Class

1,743

Advisor B Class

107

Advisor C Class

287

7. Other.

The Funds' 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 Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

The supply of municipal money market securities has declined significantly due to the recent market volatility. Due to this limited supply of suitable investments in the marketplace, Tax-Exempt Fund has significantly increased its cash position.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2008

2007

From net investment income

 

 

Treasury - Daily Money Class

$ 38,988

$ 64,906

Treasury - Capital Reserves Class

29,710

75,268

Treasury - Advisor B Class

690

2,404

Treasury - Advisor C Class

1,657

3,989

Total

$ 71,045

$ 146,567

Prime - Daily Money Class

$ 278,848

$ 358,838

Prime - Capital Reserves Class

324,304

451,659

Total

$ 603,152

$ 810,497

Tax-Exempt - Daily Money Class

$ 18,517

$ 21,760

Tax-Exempt - Capital Reserves Class

9,361

14,895

Tax-Exempt - Fidelity Tax-Free Money Market Fund

120,262

112,942

Total

$ 148,140

$ 149,597

Annual Report

8. Distributions to Shareholders - continued

Years ended October 31,

2008

2007

From net realized gain

 

 

Tax-Exempt - Daily Money Class

$ 9

$ -

Tax-Exempt - Capital Reserves Class

5

-

Tax-Exempt - Fidelity Tax-Free Money Market Fund

47

-

Total

$ 61

$ -

9. Share Transactions.

Transactions for each class of shares at a $1.00 per share were as follows:

Years ended October 31,

2008

2007

Treasury - Daily Money Class
Shares sold

 

11,518,248

 

6,202,331

Reinvestment of distributions

36,996

60,754

Shares redeemed

(9,250,256)

(5,764,006)

Net increase (decrease)

2,304,988

499,079

Treasury - Capital Reserves Class
Shares sold

 

8,864,137

 

9,263,233

Reinvestment of distributions

28,273

70,562

Shares redeemed

(7,686,308)

(8,591,812)

Net increase (decrease)

1,206,102

741,983

Treasury - Advisor B Class
Shares sold

 

101,358

 

50,466

Reinvestment of distributions

630

2,149

Shares redeemed

(62,724)

(78,075)

Net increase (decrease)

39,264

(25,460)

Treasury - Advisor C Class
Shares sold

 

328,217

 

156,702

Reinvestment of distributions

1,574

3,780

Shares redeemed

(193,171)

(146,170)

Net increase (decrease)

136,620

14,312

Prime - Daily Money Class
Shares sold

 

39,259,454

 

33,595,001

Reinvestment of distributions

269,860

347,439

Shares redeemed

(38,434,605)

(32,216,452)

Net increase (decrease)

1,094,709

1,725,988

Prime - Capital Reserves Class
Shares sold

 

53,579,376

 

50,127,681

Reinvestment of distributions

316,355

439,768

Shares redeemed

(51,384,615)

(48,728,252)

Net increase (decrease)

2,511,116

1,839,197

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Share Transactions - continued

Years ended October 31,

2008

2007

Tax-Exempt - Daily Money Class
Shares sold

 

4,722,950

 

3,934,105

Reinvestment of distributions

17,544

20,620

Shares redeemed

(4,713,557)

(3,676,834)

Net increase (decrease)

26,937

277,891

Tax-Exempt - Capital Reserves Class
Shares sold

 

2,765,940

 

2,580,492

Reinvestment of distributions

9,134

14,579

Shares redeemed

(2,622,724)

(2,606,485)

Net increase (decrease)

152,350

(11,414)

Tax-Exempt - Fidelity Tax-Free Money Market Fund
Shares sold

 

30,749,743

 

18,322,614

Reinvestment of distributions

118,196

111,253

Shares redeemed

(28,431,194)

(16,749,212)

Net increase (decrease)

2,436,745

1,684,655

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Newbury Street Trust and the Shareholders of Treasury Fund, Prime Fund and Tax-Exempt Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of Treasury Fund, Prime Fund and Tax-Exempt Fund (funds of Fidelity Newbury Street Trust) at October 31, 2008, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Newbury Street Trust's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 18, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, and review each fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 159 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The funds' statement of additional information (SAI) includes more information about the trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 1991

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.

James C. Curvey (73)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trrust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (66)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

George H. Heilmeier (72)

 

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology), Compaq, Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Arthur E. Johnson (61)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.

James H. Keyes (68)

 

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (62)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (69)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman and a Director of Hershey Foods Corporation (2007-present), where prior to his retirement in 2001, he was Chairman and Chief Executive Officer. Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

Correspondence intended for Mr. Kenneally may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Michael E. Kenneally (54)

 

Year of Election or Appointment: 2008

Member of the Advisory Board of Fidelity's Fixed Income and Asset Allocation Funds. Previously, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of The Credit Suisse Funds (U.S. Mutual Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

John R. Hebble (50)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.

Boyce I. Greer (52)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-
present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Charles S. Morrison (47)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Money Market Funds. Mr. Morrison also serves as Senior Vice President, Money Market Group Leader of FMR. Previously, Mr. Morrison served as Vice President of Fidelity's Bond Funds and certain Balanced, and Asset Allocation Funds.

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Nancy D. Prior (41)

 

Year of Election or Appointment: 2008

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.

Michael H. Whitaker (41)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-
present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (39)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Accounting Group Manager (2003) of JPMorgan Chase Bank.

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended October 31, 2008, or, if subsequently determined to be different, the net capital gain of such year.

Treasury Fund

$22

Tax-Exempt Fund

$1,246,907

A percentage of the dividends distributed during the fiscal year for the following fund were free from federal income tax:

Tax-Exempt Fund

100%

A percentage of the dividends distributed during the fiscal year for the following funds were derived from interest on U.S. Government securities which is generally exempt from state income tax:

Treasury Fund

8.15%

Prime Fund

0.87%

The funds hereby designate the amounts noted below as distributions paid during the period January 1, 2008 to October 31, 2008 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders:

Treasury Fund

$49,626,159

Prime Fund

$458,685,846

The funds will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Cash Management Funds: Treasury Fund / Prime Fund / Tax-Exempt Fund

Each year, typically in June, 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 each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its June 2008 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, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

In considering whether to renew the Advisory Contracts for each fund, the Board ultimately 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 and the compensation to be received by Fidelity under the management contracts is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that each fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' investment personnel and the funds' investment objectives and disciplines. 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.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder 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 each fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of a fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fees on Fidelity's Institutional Money Market Funds and launching Class IV and Institutional Class of certain of these funds; (iii) reducing the transfer agent fees for the Fidelity Select Portfolios and Investor Class of the VIP funds; and (iv) launching Class K of 29 equity funds as a lower-fee class available to certain employer-sponsored retirement plans.

Investment Performance. The Board considered whether each fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance for each class, as well as each fund's relative investment performance for each class measured against a peer group of mutual funds deemed appropriate by the Board over multiple periods.

For Treasury Fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the cumulative total returns of Daily Money Class and Advisor B Class of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Daily Money Class and Advisor B Class show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

For Prime Fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the cumulative total returns of Daily Money Class and Capital Reserves Class of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund.

For Tax-Exempt Fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the cumulative total returns of Fidelity Tax-Free Money Market Fund (retail class) and Capital Reserves Class of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Fidelity Tax-Free Money Market Fund (retail class) and Capital Reserves Class show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Treasury Fund

fid3990

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Daily Money Class of the fund was in the first quartile for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Annual Report

Prime Fund

fid3992

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Daily Money Class of the fund was in the second quartile for all the periods shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class.

Tax-Exempt Fund

fid3994

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Tax-Free Money Market Fund (retail class) was in the first quartile for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to each fund will benefit each fund's shareholders, particularly in light of the Board's view that each fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered each fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 15% would mean that 85% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked, is also included in the charts and considered by the Board.

Annual Report

Treasury Fund

fid3996

Prime Fund

fid3998

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Tax-Exempt Fund

fid4000

The Board noted that each fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2007.

Based on its review, the Board concluded that each fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the total expenses of each class of each fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that each fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees.

Fidelity Tax-Free Money Market Fund (retail class of Tax-Exempt Fund): The Board noted that the total expenses of the class ranked below its competitive median for 2007.

Annual Report

Daily Money Class (25 basis point 12b-1 fee class of each fund): The Board noted that the total expenses of Daily Money Class of each fund ranked above its competitive median for 2007.

Capital Reserves Class (50 basis point 12b-1 fee class of each fund): The Board noted that the total expenses of Capital Reserves Class of each of Treasury Fund and Prime Fund ranked equal to its competitive median for 2007, and the total expenses of Capital Reserves Class of Tax-Exempt Fund ranked above its competitive median for 2007.

Advisor B Class (100 basis point 12b-1 fee class of Treasury Fund): The Board noted that the total expenses of the class ranked below its competitive median for 2007.

Advisor C Class (100 basis point 12b-1 fee class of Treasury Fund): The Board noted that the total expenses of the class ranked above its competitive median for 2007.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of each fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

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 the results 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board has also reviewed Fidelity's non-fund businesses and any 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 funds' business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and determined that the amount of profit is a fair entrepreneurial profit for the management of each fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures; (vi) the funds' sub-advisory arrangements; and (vii) accounts managed by Fidelity other than the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Sub-Advisers

Fidelity Investments
Money Management, Inc.

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Research & Analysis Company

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(U.K.) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Citibank, N.A.

New York, NY (Tax-Exempt Fund)

Custodian

The Bank of New York

New York, NY (Prime Fund &
Treasury Fund)

Citibank, N.A.

New York, NY (Tax-Exempt Fund)

fid4002 

DMFI-ANN-1208
1.538749.111

Fidelity

Tax-Free Money Market

Fund

A Class of Fidelity®
Cash Management Funds:
Tax-Exempt Fund

Annual Report

October 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months and one year.

Investments

<Click Here>

A complete list of the fund's investments with their values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

 

 

 

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 (search for "proxy voting guidelines") 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.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

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. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Turmoil has been the watchword for the world's securities markets in 2008, with domestic and international stocks down sharply amid the global credit squeeze. A flight to quality boosted returns for U.S. Treasuries, one of the few asset classes with positive results heading into the latter stages of the year. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and 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 (May 1, 2008 to October 31, 2008).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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.

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2008

Ending
Account Value
October 31, 2008

Expenses Paid
During Period*
May 1, 2008
to October 31, 2008

Daily Money Class

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,007.60

$ 3.58**

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.61**

Capital Reserves Class

.96%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 4.84**

HypotheticalA

 

$ 1,000.00

$ 1,020.31

$ 4.88**

Fidelity Tax-Free Money Market Fund

.46%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.80

$ 2.32**

HypotheticalA

 

$ 1,000.00

$ 1,022.82

$ 2.34**

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

** If fees to participate in the U.S. Department of Treasury's Temporary Guarantee Program for Money Market Funds paid in October and December, 2008 (see Note 3 of the Notes to Financial Statements) had been in effect during the entire period, the annualized expense ratio and the expenses paid in the actual and hypothetical examples above would have been as follows:

 

Annualized
Expense Ratio

Expenses
Paid

Tax-Exempt Daily Money Class

.74%

 

Actual

 

$ 3.74

HypotheticalA

 

$ 3.77

Capital Reserves Class

.99%

 

Actual

 

$ 5.01

HypotheticalA

 

$ 5.04

Fidelity Tax-Free Money Market Fund

.49%

 

Actual

 

$ 2.48

HypotheticalA

 

$ 2.50

A 5% return per year before expenses

Annual Report

Investment Changes (Unaudited)

Maturity Diversification

Days

% of fund's investments 10/31/08

% of fund's investments 4/30/08

% of fund's investments 10/31/07

0 - 30

73.0

83.1

83.8

31 - 90

9.2

7.6

3.0

91 - 180

6.6

6.4

3.0

181 - 397

11.2

2.9

10.2

Weighted Average Maturity

 

10/31/08

4/30/08

10/31/07

Tax-Exempt Fund

37 Days

26 Days

39 Days

All Tax-Free Money Market Funds Average *

29 Days

25 Days

30 Days

Asset Allocation (% of fund's net assets)

As of October 31, 2008

As of April 30, 2008

fid3944

Variable Rate
Demand Notes
(VRDNs) 49.2%

 

fid3944

Variable Rate
Demand Notes
(VRDNs) 78.3%

 

fid3975

Commercial Paper (including
CP Mode) 10.8%

 

fid3975

Commercial Paper (including
CP Mode) 6.7%

 

fid3957

Tender Bonds 0.8%

 

fid3957

Tender Bonds 1.5%

 

fid3947

Municipal Notes 10.9%

 

fid3947

Municipal Notes 9.4%

 

fid3962

Fidelity Tax-Free
Cash Central Fund 1.2%

 

fid3962

Fidelity Tax-Free
Cash Central Fund 1.6%

 

fid3967

Municipal Bonds 1.7%

 

fid3967

Municipal Bonds 1.6%

 

fid3950

Net Other Assets 25.4%

 

fid3950

Net Other Assets 0.9%

 

fid3988

* Source: iMoneyNet, Inc.

Annual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Municipal Securities - 74.6%

Principal Amount (000s)

Value (000s)

Alabama - 0.3%

Alabama Pub. School & College Auth. Rev. Participating VRDN:

Series Putters 124, 2.32% (Liquidity Facility JPMorgan Chase & Co.) (c)(f)

$ 10,000

$ 10,000

Series Putters 2403, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

9,995

9,995

Chatom Ind. Dev. Board Gulf Opportunity Zone Rev. Bonds (Alabama Elec. Coop., Inc. Proj.) Series 2007 A, 2%, tender 2/1/09 (c)

6,100

6,100

 

26,095

Alaska - 0.6%

Anchorage Gen. Oblig. TAN 2.5% 12/30/08

14,600

14,614

CIVICVentures Rev. Participating VRDN Series Solar 06 33, 1.82% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

12,275

12,275

Valdez Marine Term. Rev.:

(ConocoPhillips Proj.) Series 1994 A, 1.55%, VRDN (c)

19,000

19,000

(ExxonMobil Proj.) Series 2001, 0.54% (Exxon Mobil Corp. Guaranteed), VRDN (c)

1,885

1,885

 

47,774

Arizona - 2.3%

Arizona Board of Regents Arizona State Univ. Rev.:

Series 2008 A, 1.8%, LOC Lloyds TSB Bank PLC, VRDN (c)

6,500

6,500

Series 2008 B, 1.42%, LOC Lloyds TSB Bank PLC, VRDN (c)

3,400

3,400

Arizona Ctfs. of Prtn. Bonds Series 2002 B, 5% 9/1/09

4,865

4,985

Arizona Health Facilities Auth. Rev.:

(Banner Health Sys. Proj.):

Series 2008 C, 2%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

32,125

32,125

Series 2008 E, 2%, LOC Landesbank Baden-Wuert, VRDN (c)

7,300

7,300

(Catholic Healthcare West Proj.) Series 2008 C, 1.45%, LOC Bank of America NA, VRDN (c)

26,400

26,400

Phoenix Civic Impt. Corp. Wastewtr. Sys. Rev. Series 2007 A, 3.25% 11/3/08, LOC Dexia Cr. Local de France, CP

6,600

6,600

Pima County Indl. Dev. Auth. Rev. (Broadway Proper Congregate Proj.) Series 2000 A, 1.94%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

4,565

4,565

Salt River Proj. Agricultural Impt. & Pwr. District Elec. Sys. Rev.:

Participating VRDN:

Series BA 08 3511, 2.82% (Liquidity Facility Bank of America NA) (c)(f)

3,750

3,750

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Arizona - continued

Salt River Proj. Agricultural Impt. & Pwr. District Elec. Sys. Rev.: - continued

Participating VRDN:

Series EGL 06 0141, 1.86% (Liquidity Facility Citibank NA) (c)(f)

$ 9,800

$ 9,800

Series EGL 06 14 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

6,200

6,200

Series EGL 07 0012, 1.84% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

13,850

13,850

Series Putters 3242, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

4,200

4,200

Series B, 1.75% 1/15/09, CP

31,100

31,100

Series C:

1.8% 11/25/08, CP

6,800

6,800

1.8% 11/26/08, CP

7,500

7,500

Sun Devil Energy Ctr. LLC Rev. (Arizona State Univ. Proj.) 1.8% (Assured Guaranty Corp. Insured), VRDN (c)

8,200

8,200

Tolleson Muni. Fin. Corp. Rev. Bonds (American Wtr. Cap. Corp. Proj.) 2% tender 11/5/08, CP mode

8,560

8,560

 

191,835

Arkansas - 0.1%

Univ. of Arkansas Univ. Revs. Participating VRDN Series Solar 06 26, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

4,920

4,920

California - 1.4%

California Econ. Recovery Series 2004 C2, 0.6% (Liquidity Facility Bank of America NA), VRDN (c)

1,600

1,600

California Health Facilities Fing. Auth. Rev. (Catholic Healthcare West Proj.):

Series 2004 J, 1.22%, LOC Bank of America NA, VRDN (c)

7,860

7,860

Series 2004 K, 1.3%, LOC Bank of America NA, VRDN (c)

5,000

5,000

California Infrastructure & Econ. Dev. Bank Rev.:

(India Cmnty. Ctr., Inc. Proj.) Series 2007 A, 0.6%, LOC Bank of America NA, VRDN (c)

1,650

1,650

(Orange County Performing Arts Ctr. Proj.) Series 2008 A, 0.6%, LOC Bank of America NA, VRDN (c)

25,300

25,300

(The Contemporary Jewish Museum Proj.) Series 2006, 0.6%, LOC Bank of America NA, VRDN (c)

2,500

2,500

California Statewide Communities Dev. Auth. Rev.:

(Catholic Healthcare West Proj.) Series 2008 F, 1.22%, LOC Bank of America NA, VRDN (c)

5,000

5,000

(North Peninsula Jewish Campus Proj.) 0.6%, LOC Bank of America NA, VRDN (c)

1,695

1,695

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

California - continued

Irvine Ranch Wtr. District Rev. (District #140, 240, 105, 250 Impt. Proj.) Series 1993, 0.9%, LOC Bank of America NA, VRDN (c)

$ 4,900

$ 4,900

Los Angeles Reg'l. Arpts. Impt. Rev. (Los Angeles Int'l. Arpt./Air France Proj.) 1.5%, LOC Societe Generale, VRDN (c)

3,100

3,100

Sacramento County Sanitation District Fing. Auth. Rev.:

(Sacramento Reg'l. County Sanitation District Proj.):

Series 2008 A, 0.6%, LOC Bank of America NA, VRDN (c)

9,105

9,105

Series 2008 B, 0.6%, LOC Bank of America NA, VRDN (c)

4,700

4,700

Series 2008 D, 0.6%, LOC Bank of America NA, VRDN (c)

1,500

1,500

Series 2008 C, 0.6%, LOC Bank of America NA, VRDN (c)

15,500

15,500

Santa Clara County Fing. Auth. Lease Rev. (Multiple Facilities Proj.) Series 2008 M, 1.4%, LOC Bank of America NA, VRDN (c)

30,000

30,000

 

119,410

Colorado - 2.6%

Aurora Swr. Impt. Rev. Participating VRDN Series Solar 06 72, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

15,215

15,215

Colorado Health Facilities Auth. Rev.:

Participating VRDN:

Series BA 08 1088, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

4,625

4,625

Series BA 08 1090, 2.82% (Liquidity Facility Bank of America NA) (c)(f)

10,500

10,500

(Boulder Cmnty. Hosp. Proj.) Series 2000, 1.9%, LOC JPMorgan Chase Bank, VRDN (c)

37,065

37,065

(Catholic Health Initiatives Proj.):

Series 2000, 1.8% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

6,000

6,000

Series 2004 B1, 1.75% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

2,400

2,400

Series 2004 B2, 1.83% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

9,600

9,600

Series B3, 1.83% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

25,365

25,365

Series B6, 1.75% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

8,400

8,400

Colorado Springs Utils. Rev. Series 2000 A, 1.4%, VRDN (c)

53,950

53,950

Denver Urban Renewal Auth. Tax Increment Rev. Series 2008 A1, 1.77%, LOC U.S. Bank NA, Minnesota, VRDN (c)

7,000

7,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Colorado - continued

Lowry Econ. Redev. Auth. Rev. Series 2008 A, 1.8%, LOC Compass Bank, VRDN (c)

$ 10,000

$ 10,000

Platte County River Pwr. Auth. (Adjustable Elec. Rev. Proj.) Series S1, 1.47% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

28,100

28,100

 

218,220

Connecticut - 0.6%

Connecticut Dev. Auth. Poll. Cont. Rev. Bonds (New England Pwr. Co. Proj.) Series 1999, 4% tender 11/7/08, CP mode

1,500

1,500

Connecticut Health & Edl. Facilities Auth. Rev.:

Participating VRDN Series EGL 7 05 3031, 1.85% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

22,900

22,900

(Hartford Hosp. Proj.) Series B, 1.45%, LOC Bank of America NA, VRDN (c)

2,500

2,500

(Wesleyan Univ. Proj.) Series D, 1.35% (Liquidity Facility Bank of America NA), VRDN (c)

23,700

23,700

(Yale Univ. Proj.) Series U1, 1%, VRDN (c)

3,000

3,000

 

53,600

Delaware - 0.1%

Delaware Econ. Dev. Auth. Rev. (Delmarva Pwr. & Lt. Co. Proj.):

Series 1993 C, 5%, VRDN (c)

3,500

3,500

Series 1999 A, 2.75%, VRDN (c)

3,800

3,800

 

7,300

District Of Columbia - 1.3%

District of Columbia Gen. Oblig.:

Series 2001 C, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

19,335

19,335

Series 2008 A, 1.5%, LOC Allied Irish Banks PLC, VRDN (c)

10,855

10,855

Series 2008 B, 1.5%, LOC Bank of America NA, VRDN (c)

8,000

8,000

District of Columbia Rev.:

Bonds:

(American Nat'l. Red Cross Proj.) Series 2000, 1.55% tender 12/17/08, LOC JPMorgan Chase Bank, CP mode

3,000

3,000

(Nat'l. Academy of Sciences Proj.) 1.65% tender 3/10/09, LOC Bank of America NA, CP mode

20,000

20,000

(Carnegie Endowment for Int'l. Peace Proj.) Series 2006, 1.75%, LOC Allied Irish Banks PLC, VRDN (c)

16,475

16,475

(The AARP Foundation Proj.) Series 2004, 1.5%, LOC Bank of America NA, VRDN (c)

1,450

1,450

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

District Of Columbia - continued

District of Columbia Rev.: - continued

(The Phillips Collection Issue Proj.) Series 2003, 1.5%, LOC Bank of America NA, VRDN (c)

$ 4,600

$ 4,600

District of Columbia Univ. Rev. (American Univ. Proj.) Series 2006 B, 1.5%, LOC Bank of America NA, VRDN (c)

25,960

25,960

 

109,675

Florida - 8.2%

Alachua County Health Facilities Auth. Health Facilities Rev. Bonds (Shands Teaching Hospitals & Clinics, Inc. Proj.) Series 2008 A:

1.82% tender 12/3/08, LOC Bank of America NA, CP mode

6,900

6,900

2.85% tender 12/2/08, LOC Bank of America NA, CP mode

6,900

6,900

Brevard County School Board RAN 2.75% 4/24/09

22,000

22,087

Broward County Fin. Auth. Multi-family Hsg. Rev. (Reflections Apts. Proj.) Series 1999, 1.75%, LOC Freddie Mac, VRDN (c)

5,640

5,640

Broward County School District TAN 3.5% 9/30/09 (b)

27,500

27,918

Davie Gen. Oblig. Rev. (United Jewish Cmnty. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

3,025

3,025

Escambia County Poll. Cont. Rev. Bonds (Gulf Pwr. Co. Proj.) Series 2003, 2.35%, tender 5/15/09 (c)

7,300

7,300

Florida Board of Ed. Pub. Ed. Cap. Outlay Participating VRDN:

Series BA 1054, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

6,615

6,615

Series BBT 08 16, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

10,845

10,845

Series EGL 7050054 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

18,840

18,840

Series ROC II R 482, 1.85% (Liquidity Facility Citibank NA) (c)(f)

9,650

9,650

Series ROC II R 6037, 1.85% (Liquidity Facility Citigroup, Inc.) (c)(f)

2,620

2,620

Florida Dept. of Trans. Tpk. Rev. Participating VRDN Series Putters 2539, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

7,115

7,115

Florida Gen. Oblig. Participating VRDN Series PZ 130, 1.79% (Liquidity Facility Wells Fargo & Co.) (c)(f)

2,860

2,860

Florida Hurricane Catastrophe Fund Fin. Corp. Rev. Bonds Series 2006 A, 5% 7/1/09

11,100

11,287

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Florida - continued

Florida Muni. Ln. Council Rev. Participating VRDN Series Solar 06 81, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

$ 9,460

$ 9,460

Fort Myers Util. Sys. Rev. Participating VRDN Series Solar 06 53, 1.78% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

12,775

12,775

Hillsborough County Cap. Impt. Prog. Rev. Series A, 2.1% 11/20/08, LOC State Street Bank & Trust Co., Boston, CP

5,720

5,720

Indian River County School District TAN 2.75% 6/30/09 (b)

12,000

12,083

Jacksonville Econ. Dev. Corp. Rev. (YMCA of Florida's First Coast Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

6,750

6,750

Jacksonville Elec. Auth. Elec. Sys. Rev. Bonds Series F:

1.65% tender 11/20/08 (Liquidity Facility Landesbank Hessen-Thuringen), CP mode

18,400

18,400

1.72% tender 12/11/08 (Liquidity Facility Landesbank Hessen-Thuringen), CP mode

15,000

15,000

Jacksonville Health Facilities Auth. Hosp. Rev. (Baptist Med. Ctr. Proj.):

Series 2003 A, 1.2%, LOC Bank of America NA, VRDN (c)

13,000

13,000

Series 2004, 0.75%, LOC Bank of America NA, VRDN (c)

27,500

27,500

Jacksonville Poll. Cont. Rev. Bonds (Florida Pwr. & Lt. Co. Proj.) Series 1992, 1.83% tender 12/9/08, CP mode

14,600

14,600

Leesburg Hosp. Rev. (Leesburg Reg'l. Med. Ctr. Proj.) 1.77%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

10,000

10,000

Miami-Dade County Gen. Oblig. Participating VRDN Series BA 08 1126, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

5,070

5,070

Miami-Dade County Indl. Dev. Auth. Rev. (The Cushman School, Inc. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

3,380

3,380

Miami-Dade County School Board Ctfs. of Prtn. Participating VRDN:

Series BA 08 1125X, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

5,675

5,675

Series DBE 530, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

6,245

6,245

Miami-Dade County School District:

RAN 2.5% 1/30/09

33,650

33,700

TAN 3% 4/15/09

65,200

65,572

Orange County Indl. Dev. Auth. Indl. Dev. Rev. (Central Florida YMCA Proj.) Series 2002 A, 1.52%, LOC Bank of America NA, VRDN (c)

6,270

6,270

Orlando Utils. Commission Wtr. & Elec. Rev. Series 2002 A, 1.75%, VRDN (c)

13,800

13,800

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Florida - continued

Palm Beach County Pub. Impt. Rev. Participating VRDN Series DB 699, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

$ 9,660

$ 9,660

Palm Beach County Rev.:

(Hospice of Palm Beach Proj.) Series 2001, 1.7%, LOC Northern Trust Co., Chicago, VRDN (c)

6,500

6,500

(Morse Oblig. Group Proj.) Series 2003, 1.7%, LOC Commerce Bank NA (OLD), VRDN (c)

13,700

13,700

(Planned Parenthood Proj.) Series 2002, 1.7%, LOC Northern Trust Co., Chicago, VRDN (c)

2,700

2,700

(Raymond F Kravis Ctr. Proj.) Series 2002, 1.8%, LOC Northern Trust Co., Chicago, VRDN (c)

6,050

6,050

Palm Beach County School District:

TAN 3.75% 9/23/09

61,700

62,596

1.6% 12/11/08, LOC Bank of America NA, CP

15,000

15,000

1.72% 12/19/08, LOC Bank of America NA, CP

27,300

27,300

Panama City Beach Participating VRDN Series Solar 2006 129, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

9,045

9,045

Pasco County School Board Ctfs. of Prtn. Series 2008 C, 1.5%, LOC Bank of America NA, VRDN (c)

14,100

14,100

Santa Rosa County Health Facilities Rev. (Baptists Hosp., Inc. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

4,170

4,170

South Miami Health Facilities Auth. Hosp. Rev. Participating VRDN Series Putters 2473, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

1,035

1,035

Sunshine State Govt. Fing. Commission Rev.:

Series 2007 J, 1.67% 2/6/09, CP

2,008

2,008

Series H:

1.68% 12/11/08, CP

3,500

3,500

1.68% 12/11/08, CP

10,000

10,000

2.4% 11/6/08, CP

9,000

9,000

2.5% 11/6/08, CP

12,500

12,500

Series L:

1.67% 12/11/08, LOC Dexia Cr. Local de France, CP

11,210

11,210

1.75% 12/10/08, LOC Dexia Cr. Local de France, CP

12,700

12,700

Volusia County School District TAN 3% 9/9/09

15,000

15,173

 

682,549

Georgia - 2.5%

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

Series 2003, 0.75%, LOC Bank of America NA, VRDN (c)

4,100

4,100

Series 2005 B, 0.75%, LOC Bank of America NA, VRDN (c)

1,000

1,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Georgia - continued

Atlanta Wtr. & Wastewtr. Rev. Series 2006 3, 1.85% 2/6/09, LOC Bank of America NA, LOC Dexia Cr. Local de France, CP

$ 4,200

$ 4,200

Burke County Indl. Dev. Auth. Poll. Cont. Rev. Series 1996-1, 2.75% 3/25/09, CP

23,000

23,000

Cobb County Hsg. Auth. Multi-family Hsg. Rev. 1.4%, LOC Fannie Mae, VRDN (c)

11,000

11,000

Fulton Co. Gen. Oblig. TAN 2.5% 12/31/08

14,200

14,199

Fulton County Dev. Auth.:

(Mount Vernon Presbyterian School Proj.) 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

5,000

5,000

(Pace Academy, Inc. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

9,000

9,000

Fulton County School District TAN 3% 12/31/08

14,100

14,117

Gainesville & Hall County Hosp. Auth. Rev. (Northeast Georgia Health Sys., Inc. Proj.):

Series 2008 C, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,000

16,000

Series 2008 D, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,000

16,000

Series 2008 F, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,800

16,800

Series 2008 G, 1.8%, LOC Bayerische Landesbank, VRDN (c)

15,430

15,430

Series 2008 H, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

16,300

16,300

Georgia Gen. Oblig. Participating VRDN Series Clipper 07 53, 1.85% (Liquidity Facility State Street Bank & Trust Co., Boston) (c)(f)

9,995

9,995

Monroe County Dev. Auth. Poll. Cont. Rev. Bonds (Georgia Pwr. Co. Plant Scherer Proj.) Second Series 1995, 2.1%, tender 7/14/09 (c)

9,000

9,000

Muni. Elec. Auth. of Georgia (Combustion Turbine Proj.) Series 2008 B, 1.4%, LOC Bayerische Landesbank, VRDN (c)

23,000

23,000

Roswell Hsg. Auth. Multi-family Hsg. Rev. (Greenhouse Roswell Proj.) Series 1996, 1.45%, LOC Fannie Mae, VRDN (c)

3,800

3,800

 

211,941

Illinois - 3.9%

Chicago Gen. Oblig. Participating VRDN Series Solar 06 38, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

2,500

2,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Illinois - continued

Chicago Metropolitan Wtr. Reclamation District Greater Chicago Participating VRDN Series ROC II R 11283, 1.85% (Liquidity Facility Citibank NA) (c)(f)

$ 4,000

$ 4,000

Chicago Wastewtr. Transmission Rev. Series 2008 C1, 1.25%, LOC Harris NA, VRDN (c)

12,000

12,000

Cook County Gen. Oblig. Bonds Series 1992 C, 6% 11/15/09

2,000

2,074

DuPage County Rev. (Morton Arboretum Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

6,200

6,200

Illinois Dev. Fin. Auth. Rev.:

(Aurora Central Catholic High School Proj.) Series 1994, 1.95%, LOC Allied Irish Banks PLC, VRDN (c)

1,000

1,000

(Glenwood School for Boys Proj.) Series 1998, 2%, LOC Harris NA, VRDN (c)

3,000

3,000

Illinois Edl. Facilities Auth. Revs.:

Participating VRDN:

Series MACN 05 D, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

7,010

7,010

Series ROC II R 12043, 1.86% (Liquidity Facility Citigroup, Inc.) (c)(f)

10,395

10,395

(ACI Cultural Pooled Fing. Prog.) 1.95%, LOC JPMorgan Chase Bank, VRDN (c)

5,700

5,700

Illinois Fin. Auth. Poll. Cont. Rev. (Commonwealth Edison Co. Proj.) Series 2008 F, 1.8%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

18,200

18,200

Illinois Fin. Auth. Rev.:

Bonds (Advocate Health Care Proj.):

Series 2008 A2, 1.9%, tender 2/5/09 (c)

5,685

5,685

Series 2008 A3, 1.9%, tender 4/1/09 (c)

5,685

5,685

(Alexian Brothers Health Sys. Proj.) Series 2004, 1.75%, LOC JPMorgan Chase Bank, VRDN (c)

5,300

5,300

(Chicago Historical Society Proj.) Series 2006, 1.73%, LOC JPMorgan Chase Bank, VRDN (c)

5,400

5,400

(Chicago Symphony Orchestra Proj.) Series 2008, 1.7%, LOC RBS Citizens NA, VRDN (c)

8,000

8,000

(Children's Memorial Hosp. Proj.):

Series 2008 C, 1.75%, LOC JPMorgan Chase Bank, VRDN (c)

14,300

14,300

Series 2008 D, 1.55%, LOC JPMorgan Chase Bank, VRDN (c)

22,300

22,300

(Little Co. of Mary Hosp. Proj.):

Series 2008 A, 1.55%, LOC JPMorgan Chase Bank, VRDN (c)

19,500

19,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Illinois - continued

Illinois Fin. Auth. Rev.: - continued

(Little Co. of Mary Hosp. Proj.):

Series 2008 B, 1.55%, LOC JPMorgan Chase Bank, VRDN (c)

$ 24,580

$ 24,580

(Northwest Cmnty. Hosp. Proj.) Series 2008 B, 1.4%, LOC Wells Fargo Bank NA, VRDN (c)

5,700

5,700

(Resurrection Health Care Sys. Proj.) Series 2008 A, 2%, LOC LaSalle Bank NA, VRDN (c)

3,000

3,000

Illinois Fin. Auth. Student Hsg. Rev. Series A, 1.85%, LOC Banco Santander SA, VRDN (c)

5,325

5,325

Illinois Gen. Oblig.:

Bonds Series 2008, 5% 4/1/09

5,000

5,066

Participating VRDN Series MACN 06 L, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

3,490

3,490

Illinois Health Facilities Auth. Rev.:

Bonds (Evanston Northwestern Health Care Corp. Proj.):

Series 1992, 1.5% tender 3/19/09, CP mode

8,700

8,700

Series 1995, 1.5% tender 3/26/09, CP mode

4,300

4,300

1.5% tender 4/9/09, CP mode

3,500

3,500

(Herman M. Finch Univ. of Health Sciences/The Chicago Med. School Proj.) Series 2003, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

9,800

9,800

(Rehabilitation Inst. of Chicago Proj.) Series 1997, 1.8%, LOC Bank of America NA, VRDN (c)

1,900

1,900

(Swedish Covenant Hosp. Proj.):

Series 2003 A, 1.75%, LOC LaSalle Bank NA, VRDN (c)

6,475

6,475

Series 2003 B, 1.75%, LOC LaSalle Bank NA, VRDN (c)

21,695

21,695

Illinois Toll Hwy. Auth. Toll Hwy. Rev. Participating VRDN Series ROC II R 606PB, 2.34% (Liquidity Facility Deutsche Postbank AG) (c)(f)

6,750

6,750

Lake County Forest Preservation District Bonds 0% 12/1/08

12,505

12,486

Lombard Indl. Proj. Rev. (B&H Partnership Proj.) Series 1995, 2.2%, LOC LaSalle Bank NA, VRDN (c)

3,375

3,375

Metropolitan Wtr. Reclamation District of Greater Chicago Participating VRDN Series Clipper 07 12, 1.85% (Liquidity Facility State Street Bank & Trust Co., Boston) (c)(f)

10,350

10,350

Univ. of Illinois Univ. Revs.:

Participating VRDN Series EGL 06 124, 2.03% (Liquidity Facility Citibank NA) (c)(f)

18,600

18,600

(UIC South Campus Dev. Proj.) Series 2008, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

9,500

9,500

 

322,841

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Indiana - 1.3%

Hamilton Southeastern Indiana Consolidated School Bldg. Corp. Participating VRDN Series Solar 07 06, 1.82% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

$ 10,000

$ 10,000

Indiana Dev. Fin. Auth. Envir. Rev. 2%, LOC Royal Bank of Scotland PLC, VRDN (c)

11,800

11,800

Indiana Dev. Fin. Auth. Rev. (Indianapolis Museum of Art, Inc. Proj.) Series 2001, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

4,000

4,000

Indiana Edl. Facilities Auth. Rev.:

(Franklin College Proj.) Series 2003, 1.48%, LOC JPMorgan Chase Bank, VRDN (c)

8,825

8,825

(Hanover College Proj.) Series B, 1.78%, LOC JPMorgan Chase Bank, VRDN (c)

2,400

2,400

Indiana Fin. Auth. Health Sys. Rev. (Sisters of Saint Francis Health Services, Inc. Obligated Group Proj.):

Series 2008 D, 1.47%, LOC Bank of America NA, VRDN (c)

11,500

11,500

Series 2008 G, 1.5%, LOC Bank of New York, New York, VRDN (c)

5,250

5,250

Indiana Fin. Auth. Hosp. Rev. (Clarian Health Partners, Inc. Obligated Group Proj.) Series 2008 B, 1.75%, LOC Allied Irish Banks PLC, VRDN (c)

16,500

16,500

Indiana Fin. Auth. Rev. (Ascension Health Proj.) Series 2008 E1, 1.15%, VRDN (c)

11,400

11,400

Indiana Health & Edl. Facilities Fing. Auth. Hosp. Rev. (Howard Reg'l. Health Sys. Proj.) Series 2005, 1.48%, LOC JPMorgan Chase Bank, VRDN (c)

6,900

6,900

Marion Econ. Dev. Rev. (Indiana Wesleyan Univ. Proj.):

Series 2006, 1.5%, LOC Bank of America NA, VRDN (c)

5,000

5,000

1.5%, LOC Bank of America NA, VRDN (c)

10,045

10,045

Richmond Econ. Dev. Rev. (Friends Fellowship Cmnty. Proj.) Series 1997, 1.95%, LOC U.S. Bank NA, Minnesota, VRDN (c)

5,200

5,200

 

108,820

Iowa - 0.1%

Des Moines Metropolitan Wastewtr. Reclamation Auth. Swr. Rev. Participating VRDN Series Solar 06 84, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

6,450

6,450

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Kansas - 0.2%

Wyandotte County/Kansas City Unified Govt. Gen. Oblig. BAN:

Series I, 2.34% 11/1/08

$ 1,700

$ 1,700

Series III, 2.34% 4/1/09

15,100

15,100

 

16,800

Kentucky - 0.4%

Kentucky Asset/Liability Commission Road Fund Bonds First Series A:

1.63% tender 12/4/08 (Liquidity Facility Dexia Cr. Local de France), CP mode

12,500

12,500

3.25% tender 11/3/08 (Liquidity Facility Dexia Cr. Local de France), CP mode

4,600

4,600

Louisville & Jefferson County Metropolitan Swr. District Swr. & Drain Sys. Rev. Participating VRDN Series Solar 06 87, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

9,500

9,500

Mason County Poll. Cont. Rev. (East Kentucky Pwr. Coop. Proj.) Series 1984 B1, 2.75% (Nat'l. Rural Utils. Coop. Fin. Corp. Guaranteed), VRDN (c)

1,550

1,550

Warren County Hosp. Rev. (Bowling Green-Warren County Cmnty. Hosp. Corp. Proj.) Series 2008, 1.75% (Assured Guaranty Corp. Insured), VRDN (c)

8,555

8,555

 

36,705

Louisiana - 1.8%

Louisiana Gas & Fuel Tax Rev. Participating VRDN Series EGL 06 30, 2.34% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

20,000

20,000

Louisiana Gen. Oblig. Series 2008 A, 1.4%, LOC BNP Paribas SA, VRDN (c)

38,900

38,900

Louisiana Offshore Term. Auth. Deepwater Port Rev. (LOOP LLC Proj.) Series 2003 B, 1.8%, LOC JPMorgan Chase Bank, VRDN (c)

9,575

9,575

Louisiana Pub. Facilities Auth. Gulf Opportunity Zone Rev. (Celtic Mgmt. Corp. Proj.) Series 2008, 1.82%, LOC JPMorgan Chase Bank, VRDN (c)

10,000

10,000

Louisiana Pub. Facilities Auth. Hosp. Rev. (Franciscan Missionaries of Our Lady Health Sys. Proj.):

Series 2005 B, 1.5%, LOC JPMorgan Chase Bank, VRDN (c)

30,000

30,000

Series 2008 A, 2%, LOC JPMorgan Chase Bank, VRDN (c)

9,000

9,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Louisiana - continued

West Baton Rouge Parish Indl. District #3 Rev.:

Bonds (Dow Chemical Co. Proj.) Series 1991, 1.83% tender 12/11/08, CP mode

$ 12,700

$ 12,700

(Dow Chemical Co. Proj.) Series 1994 B, 1.35%, VRDN (c)

18,700

18,700

 

148,875

Maine - 0.1%

Maine Health Student Finl. Auth. Participating VRDN Series Solar 06 122, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

8,010

8,010

Maryland - 3.0%

Anne Arundel County Gen. Oblig.:

Participating VRDN Series BBT 08 10, 1.7% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

13,805

13,805

Series A, 1.65% 12/1/08, CP

25,000

25,000

Anne Arundel County Port Facilities Auth. Rev. Bonds (Baltimore Gas & Elec. Co. Proj.) Series 1985, 1.9% tender 11/5/08, CP mode

16,500

16,500

Baltimore County Gen. Oblig. 1.68% 12/4/08 (Liquidity Facility BNP Paribas SA), CP

25,900

25,900

Howard County Gen. Oblig. 1.8% 12/11/08 (Liquidity Facility State Street Bank & Trust Co., Boston), CP

19,000

19,000

Maryland Gen. Oblig. Bonds:

(State & Local Facilities Ln. Prog.) First Series 2006 A, 5% 3/1/09

3,000

3,030

Series 2004, 5% 2/1/09

3,000

3,022

Maryland Health & Higher Edl. Facilities Auth. Rev.:

Participating VRDN Series BBT 08 46, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

3,850

3,850

(Adventist Healthcare Proj.) Series 2005 A, 1.7%, LOC LaSalle Bank NA, VRDN (c)

3,000

3,000

(Mercy Med. Ctr. Proj.) Series 2007 C, 1.45%, LOC Bank of America NA, VRDN (c)

38,600

38,600

(Univ. of Maryland Med. Sys. Proj.) Series 2008 C, 1.58%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

15,000

15,000

(Villa Julie College, Inc. Proj.) Series 2005, 1.45%, LOC Bank of America NA, VRDN (c)

16,260

16,260

Series F, 1.6% 11/4/08, LOC Bank of America NA, CP

21,500

21,500

Maryland Trans. Auth. Passenger Facility Charge Rev. Series 2003 A, 1.9%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

12,570

12,570

Montgomery County Gen. Oblig. Series 2002, 1.7% 12/4/08, CP

15,000

15,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Maryland - continued

Montgomery County Hsg. Opportunity Commission Hsg. Rev. (Falklands Apts. Proj.) Series 1985 B, 1.5%, LOC Fannie Mae, VRDN (c)

$ 2,840

$ 2,840

Prince George's County Rev. (Collington Episcopal Proj.) Series A, 1.7%, LOC LaSalle Bank NA, VRDN (c)

9,470

9,470

Univ. of Maryland Sys. Auxiliary Facility & Tuition Rev. Bonds Series A, 5% 4/1/09

4,220

4,279

 

248,626

Massachusetts - 0.2%

Massachusetts Health & Edl. Facilities Auth. Rev. (Harvard Univ. Proj.) Series Y, 0.75%, VRDN (c)

9,500

9,500

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev. Participating VRDN Series ROC II R 11319, 2.33% (Liquidity Facility Citibank NA) (c)(f)

4,005

4,005

Somerville Gen. Oblig. BAN 2% 2/20/09

7,001

7,020

 

20,525

Michigan - 2.2%

Detroit Gen. Oblig. TAN 3.5% 3/31/09, LOC JPMorgan Chase Bank

23,900

24,065

Grand Valley Michigan State Univ. Rev. Series 2008 B, 1.81%, LOC RBS Citizens NA, VRDN (c)

7,140

7,140

Kent Hosp. Fin. Auth. Hosp. Facilities Rev. (Spectrum Health Sys. Proj.) Series 2008 B3, 1.43% (Liquidity Facility Wells Fargo Bank NA), VRDN (c)

23,000

23,000

Michigan Hosp. Fin. Auth. Rev.:

(McLaren Health Care Corp. Proj.) Series 2008 B3, 1.45%, LOC JPMorgan Chase Bank, VRDN (c)

5,500

5,500

(Munising Memorial Hosp. Assoc. Proj.) Series 2006, 1.92%, LOC Banco Santander SA, VRDN (c)

6,300

6,300

Michigan Strategic Fund Ltd. Oblig. Rev.:

(Detroit Edison Co. Proj.) Series 2008 ET, 1.6%, LOC Bank of Nova Scotia, VRDN (c)

3,900

3,900

(Dow Chemical Co. Proj.) Series 2003 B1, 1.95%, VRDN (c)

38,015

38,015

(Van Andel Research Institute Proj.) 1.75%, LOC Bank of America NA, VRDN (c)

75,000

75,000

 

182,920

Minnesota - 1.1%

Bloomington Sr. Hsg. Rev. (Presbyterian Homes Proj.) Series 2008, 1.8%, LOC Freddie Mac, VRDN (c)

5,000

5,000

Minnesota Gen. Oblig. Bonds:

Series 2008 C, 5% 8/1/09

4,965

5,090

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Minnesota - continued

Minnesota Gen. Oblig. Bonds: - continued

5% 8/1/09

$ 14,000

$ 14,315

Minnesota Hsg. Fin. Agcy. Bonds (Residential Hsg. Fin. Proj.) Series N, 3.3% 12/18/08

7,200

7,200

Minnetonka Multi-family Hsg. Rev. (Cliffs at Ridgedale Proj.) Series 1995, 1.89%, LOC Fannie Mae, VRDN (c)

2,450

2,450

Robbinsdale Gen. Oblig. (North Memorial Health Care Proj.):

Series 2008 A1, 1.75%, LOC Wells Fargo Bank NA, VRDN (c)

5,000

5,000

Series 2008 A2, 1.2%, LOC Wells Fargo Bank NA, VRDN (c)

15,000

15,000

Series 2008 A3, 1.6%, LOC Wells Fargo Bank NA, VRDN (c)

5,000

5,000

Rochester Health Care Facilities Rev. Series 2008 C, 1.72% 12/12/08, CP

10,000

10,000

Saint Cloud Health Care Rev. (CentraCare Health Sys. Proj.) Series 2008 B, 1.73% (Assured Guaranty Corp. Insured), VRDN (c)

6,305

6,305

Univ. of Minnesota:

Series 1999 A, 1.25% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

4,320

4,320

Series 2001 C, 1.25% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

14,340

14,340

 

94,020

Mississippi - 0.9%

Mississippi Bus. Fin. Corp. Participating VRDN Series MS 06 2240, 1.6% (Liquidity Facility Wells Fargo & Co.) (c)(f)(g)

26,680

26,680

Mississippi Dev. Bank Spl. Oblig.:

(East Mississippi Correctional Facility Proj.) Series 2008 B, 1.5%, LOC Bank of America NA, VRDN (c)

32,000

32,000

Series 2008 A2, 1.5%, LOC Bank of America NA, VRDN (c)

13,525

13,525

 

72,205

Missouri - 1.5%

Bi-State Dev. Agcy. Missouri Illinois Metropolitan District Rev. (MetroLink Cross County Extension Proj.) Series 2005 A, 1.6%, LOC JPMorgan Chase Bank, VRDN (c)

2,650

2,650

Kansas City Indl. Dev. Auth. Student Hsg. Facilities Rev. (Oak Street West Proj.) Series 2006, 1.48%, LOC Bank of America NA, VRDN (c)

14,300

14,300

Missouri Dev. Fin. Board Lease Rev. (Missouri Assoc. of Muni. Utils. Proj.) 1.45%, LOC U.S. Bank NA, Minnesota, VRDN (c)

2,960

2,960

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Missouri - continued

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

Participating VRDN Series EGL 07 0001, 1.86% (Liquidity Facility Citibank NA) (c)(f)

$ 6,000

$ 6,000

(Saint Louis Univ. Proj.) Series 2008 B2, 1.2%, LOC Bank of America NA, VRDN (c)

2,540

2,540

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

(Bethesda Health Group Proj.) Series 2001 A, 1.2%, LOC U.S. Bank NA, Minnesota, VRDN (c)

30,475

30,475

(BJC Health Sys. Proj.) Series 2008 D, 1.2%, VRDN (c)

21,400

21,400

(SSM Health Care Sys. Proj.):

Series 2005 A1, 1.48%, LOC Bank of America NA, VRDN (c)

2,600

2,600

Series 2005 C2, 1.48%, LOC Bank of America NA, VRDN (c)

9,400

9,400

Missouri Health & Edl. Facilities Auth. Rev.:

Bonds (Ascension Health Proj.) Series 2003 C3, 1.75%, tender 3/3/09 (c)

8,500

8,500

(Lutheran Sr. Services Proj.) Series 2008, 1.7%, LOC U.S. Bank NA, Minnesota, VRDN (c)

9,000

9,000

Missouri Highways & Trans. Commission State Road Rev. Participating VRDN Series MT 496, 1.86% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

19,000

19,000

 

128,825

Nebraska - 0.8%

Nebraska Invt. Fin. Auth. Single Family Hsg. Rev. Series 2008 G, 1.8% (Liquidity Facility Fed. Home Ln. Bank Topeka), VRDN (c)

11,135

11,135

Nebraska Pub. Pwr. District Rev. Bonds Series 2005 B2, 5% 1/1/09

4,800

4,819

Nebraska Pub. Pwr. Generation Agcy. Rev. Participating VRDN Series EGL 07 0009, 1.95% (Liquidity Facility Citibank NA) (c)(f)

18,000

18,000

Omaha Gen. Oblig. Participating VRDN Series ROC II R 10085, 1.5% (Liquidity Facility Citibank NA) (c)(f)

9,930

9,930

Omaha Pub. Pwr. District Elec. Rev. Participating VRDN Series BBT 2060, 1.5% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

23,120

23,120

 

67,004

Nevada - 0.6%

Clark County Arpt. Rev.:

Series 2008 D2, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

17,000

17,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Nevada - continued

Clark County Arpt. Rev.: - continued

Series 2008 D3, 1.8%, LOC Bayerische Landesbank, VRDN (c)

$ 14,350

$ 14,350

Clark County Fuel Tax:

Participating VRDN Series Putters 1309, 2.32% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

4,235

4,235

Series 2008 A:

1.6% 12/11/08, LOC California Teachers Retirement Sys., LOC State Street Bank & Trust Co., Boston, CP

6,000

6,000

1.7% 12/11/08, LOC BNP Paribas SA, CP

3,600

3,600

1.7% 12/11/08, LOC California Teachers Retirement Sys., LOC State Street Bank & Trust Co., Boston, CP

6,000

6,000

Truckee Meadows Wtr. Auth. Wtr. Rev. Series 2006 B, 2.5% 11/6/08, LOC Lloyds TSB Bank PLC, CP

2,000

2,000

 

53,185

New Hampshire - 0.0%

New Hampshire Health & Ed. Facilities Auth. Rev. (Exeter Hosp. Obligated Group Proj.) Series 2001 B, 1.8%, LOC Bank of America NA, VRDN (c)

2,610

2,610

New Jersey - 2.3%

New Jersey Econ. Dev. Auth. School Facilities Construction Rev.:

Series 2008 V3, 1.78%, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

16,900

16,900

Series 2008 X, 1%, LOC Bank of America NA, VRDN (c)

16,225

16,225

New Jersey Gen. Oblig. TRAN Series 2009 A, 3% 6/25/09

157,200

158,579

 

191,704

New Mexico - 0.2%

New Mexico Fin. Auth. Trans. Rev.:

Series 2008 A1, 1.5%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

6,200

6,200

Series 2008 B1, 1.5%, LOC State Street Bank & Trust Co., Boston, VRDN (c)

11,600

11,600

 

17,800

New York - 1.8%

Monroe County Indl. Dev. Agcy. Civic Facility Rev. (Margaret Woodbury Strong Museum Proj.) Series 2005, 1.7%, LOC JPMorgan Chase Bank, VRDN (c)

1,000

1,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

New York - continued

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

Participating VRDN:

Series EGL 08 23, 1.89% (Liquidity Facility Citigroup, Inc.) (c)(f)

$ 25,175

$ 25,175

Series ROC II R 406, 1.84% (Liquidity Facility Citibank NA) (c)(f)

13,000

13,000

Series ROC II R 441, 1.84% (Liquidity Facility Citibank NA) (c)(f)

13,500

13,500

Series 2006 AA1, 1.05% (Liquidity Facility California Teachers Retirement Sys.) (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (c)

57,450

57,450

Series 2008 B3, 0.7% (Liquidity Facility Bank of America NA), VRDN (c)

1,000

1,000

Series 6, 1.75% 1/22/09 (Liquidity Facility Landesbank Baden-Wuert) (Liquidity Facility Landesbank Hessen-Thuringen), CP

17,800

17,800

Tarrytown Gen. Oblig. BAN 2% 2/20/09

20,000

20,056

 

148,981

North Carolina - 2.9%

Charlotte Gen. Oblig. Series 2007, 1.5% (Liquidity Facility KBC Bank NV), VRDN (c)

5,000

5,000

Charlotte-Mecklenburg Hosp. Auth. Health Care Sys. Rev. Series B, 1.25% (Liquidity Facility Bank of America NA), VRDN (c)

5,000

5,000

Greensboro Combined Enterprise Sys. Rev. Series 2005 B, 1.5% (Liquidity Facility Bank of America NA), VRDN (c)

5,540

5,540

Mecklenburg County Gen. Oblig. Bonds Series B, 4% 2/1/09

1,000

1,006

North Carolina Cap. Facilities Fin. Agcy. Cap. Facilities Rev. (Guilford College Proj.) Series A, 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

7,175

7,175

North Carolina Cap. Facilities Fin. Agcy. Ed. Facilities Rev.:

(Campbell Univ. Proj.) 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

5,085

5,085

(High Point Univ. Rev.) 1.68%, LOC Branch Banking & Trust Co., VRDN (c)

9,900

9,900

North Carolina Cap. Facilities Fin. Agcy. Rev. Participating VRDN Series EGL 07 0015, 1.84% (Liquidity Facility Landesbank Hessen-Thuringen) (c)(f)

10,890

10,890

North Carolina Edl. Facilities Fin. Agcy. Rev.:

(Providence Day School Proj.) Series 1999, 1.5%, LOC Bank of America NA, VRDN (c)

5,645

5,645

(Queens College Proj.) Series 1999 B, 1.83%, LOC Bank of America NA, VRDN (c)

3,290

3,290

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

North Carolina - continued

North Carolina Gen. Oblig.:

Bonds Series 1999, 4.6% 4/1/17 (Pre-Refunded to 4/1/09 @ 102) (e)

$ 2,200

$ 2,271

Series 2002 D, 1.6% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

4,200

4,200

Series 2002 E, 1.65% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

19,885

19,885

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. Bonds Series A, 5% 5/1/09

2,370

2,409

North Carolina Med. Care Commission Health Care Facilities Rev.:

Participating VRDN Series ROC II R 10313, 1.92% (Liquidity Facility Citigroup, Inc.) (c)(f)

14,600

14,600

(Wake Forest Univ. Proj.) Series 2008 C, 1.5%, LOC Bank of America NA, VRDN (c)

5,100

5,100

North Carolina Med. Care Commission Hosp. Rev. (CaroMont Health Proj.):

Series 2003 A, 1.75%, LOC Bank of America NA, VRDN (c)

20,300

20,300

Series 2003 B, 1.75%, LOC Bank of America NA, VRDN (c)

19,600

19,600

Piedmont Triad Arpt. Auth. Series 2008 A, 1.5%, LOC Branch Banking & Trust Co., VRDN (c)

9,000

9,000

Raleigh Combined Enterprise Sys. Rev. Participating VRDN Series ROC II R 645, 1.85% (Liquidity Facility Citibank NA) (c)(f)

6,400

6,400

Univ. of North Carolina at Chapel Hill Rev. Participating VRDN:

Series BA 08 1085, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

6,900

6,900

Series BBT 08 19, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

25,825

25,825

Series EGL 05 3014 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

7,700

7,700

Wake County Gen. Oblig.:

BAN 3.5% 10/15/09

34,600

35,184

Series 2007 A, 1.4% (Liquidity Facility Bank of America NA), VRDN (c)

1,100

1,100

 

239,005

North Dakota - 0.1%

Cass County Health Care Facilities Rev. (Essentia Health Obligated Group Proj.) Series 2008 A2, 1.9% (Assured Guaranty Corp. Insured), VRDN (c)

7,000

7,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Ohio - 2.3%

Hamilton County Hosp. Facilities Rev. (Childrens Hosp. Med. Ctr. Proj.) Series 2007 M, 1.63%, LOC JPMorgan Chase Bank, VRDN (c)

$ 8,050

$ 8,050

Lake County Hosp. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) Series 2008 A, 1.7%, LOC JPMorgan Chase Bank, VRDN (c)

28,500

28,500

Miamisburg City School District BAN:

Series 2008, 3.5% 7/28/09

3,800

3,818

2.5% 11/13/08

12,600

12,603

Montgomery County Rev. (Catholic Health Initiatives Proj.) Series B2, 1.75% (Liquidity Facility Bayerische Landesbank Girozentrale), VRDN (c)

6,815

6,815

Ohio Air Quality Dev. Auth. Rev. (Cincinnati Gas & Elec. Co. Proj.) Series A, 2.5%, VRDN (c)

4,300

4,300

Ohio Gen. Oblig.:

Bonds Series A, 5.5% 12/1/08

5,000

5,018

Participating VRDN Series Putters 02 306, 1.83% (Liquidity Facility JPMorgan Chase & Co.) (c)(f)

12,425

12,425

Ohio Higher Edl. Facility Commission Hosp. Rev. Series 2008 B5, 2.2% 2/5/09, CP

18,650

18,650

Ohio Higher Edl. Facility Commission Rev.:

(Case Western Reserve Univ. Proj.) Series 2008 A, 1.5%, LOC Allied Irish Banks PLC, VRDN (c)

6,000

6,000

(Univ. Hosp. Health Sys. Proj.):

Series 2008 A, 2%, LOC Allied Irish Banks PLC, VRDN (c)

34,375

34,375

Series 2008 C, 1.43%, LOC Wells Fargo Bank NA, VRDN (c)

17,500

17,500

Series 2008 D, 1.75%, LOC JPMorgan Chase Bank, VRDN (c)

28,300

28,300

Richland County Gen. Oblig. BAN Series B, 2% 2/19/09

4,500

4,507

 

190,861

Oklahoma - 0.2%

Oklahoma Dev. Fin. Auth. (Duncan Reg'l. Hosp. Proj.) Series 2008, 1.38%, LOC Bank of America NA, VRDN (c)

10,000

10,000

Univ. Hosps Trust Rev. Series 2005 A, 1.5%, LOC Bank of America NA, VRDN (c)

10,250

10,250

 

20,250

Oregon - 1.1%

Oregon Facilities Auth. Rev.:

(Lewis & Clark College Proj.) Series 2008 A, 1.75%, LOC Wells Fargo Bank NA, VRDN (c)

20,000

20,000

(PeaceHealth Proj.) Series 2008 A, 1.35%, LOC U.S. Bank NA, Minnesota, VRDN (c)

27,510

27,510

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Oregon - continued

Oregon Health and Science Univ. Spl. Rev. (OHSU Med. Group Proj.):

Series 2004 A, 1.9%, LOC Bank of New York, New York, LOC California Teachers Retirement Sys., VRDN (c)

$ 19,410

$ 19,410

Series 2004 B, 1.9%, LOC Bank of New York, New York, LOC California Teachers Retirement Sys., VRDN (c)

6,100

6,100

Salem Wtr. & Swr. Rev. 1.85% 11/3/08, LOC Fortis Banque SA, CP

16,000

16,000

 

89,020

Pennsylvania - 3.0%

Allegheny County Series C58A, 1.7%, LOC JPMorgan Chase Bank, VRDN (c)

21,395

21,395

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

Series 2008 A, 1.35%, LOC Allied Irish Banks PLC, VRDN (c)

9,855

9,855

Series 2008 B, 1.35%, LOC Citizens Bank of Pennsylvania, VRDN (c)

10,895

10,895

Allegheny County Indl. Dev. Auth. Rev. (UPMC Children's Hosp. Proj.) Series 2004 A, 1.68%, VRDN (c)

15,100

15,100

Chester County Indl. Dev. Auth. Student Hsg. Rev. (Univ. Student Hsg., LLC at West Chester Univ. of Pennsylvania Proj.) Series 2008 A, 1.7%, LOC Citizens Bank of Pennsylvania, VRDN (c)

9,000

9,000

Geisinger Auth. Health Sys. Rev. Participating VRDN Series ROC II R 11013, 1.85% (Liquidity Facility Citibank NA) (c)(f)

10,475

10,475

Lancaster County Hosp. Auth. Health Ctr. Rev. (Lancaster Gen. Hosp. Proj.) Series 2008, 0.72%, LOC Bank of America NA, VRDN (c)

6,500

6,500

Lehigh County Gen. Purp. Auth. (Muhlenberg College Proj.) 1.75%, LOC Bank of America NA, VRDN (c)

7,500

7,500

Lehigh County Gen. Purp. Hosp. Rev. (Lehigh Valley Health Network Proj.) Series 2008 C, 0.8%, LOC Bank of America NA, VRDN (c)

1,000

1,000

Montgomery County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (PECO Energy Proj.) Series 1994 A, 1.6% tender 12/11/08, LOC BNP Paribas SA, CP mode

5,000

5,000

Pennsylvania Higher Edl. Facilities Auth. (Washington & Jefferson Dev. Corp. Proj.) Series A, 1.84%, LOC UniCredit SpA, VRDN (c)

4,500

4,500

Pennsylvania Higher Edl. Facilities Auth. Rev.:

Participating VRDN Series Putters 1271, 1.8% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

2,195

2,195

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Pennsylvania - continued

Pennsylvania Higher Edl. Facilities Auth. Rev.: - continued

(King's College Proj.) Series 2001 H6, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

$ 2,500

$ 2,500

(Marywood Univ. Proj.) Series A, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

2,900

2,900

(Univ. of Pennsylvania Health Sys. Proj.) Series 2008 A, 1.75%, LOC Bank of America NA, VRDN (c)

11,600

11,600

Pennsylvania Tpk. Commission Tpk. Rev.:

Series 2008 B1, 1.63%, LOC Bank of America NA, VRDN (c)

28,925

28,925

Series 2008 B4, 1.5%, LOC Bank of America NA, VRDN (c)

10,000

10,000

Philadelphia School District:

Series 2008 A1, 1.45%, LOC Bank of America NA, VRDN (c)

13,500

13,500

Series 2008 A3, 1.5%, LOC Bank of America NA, VRDN (c)

6,800

6,800

Series 2008 D1, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

13,000

13,000

Series 2008 D2, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

4,700

4,700

Schuylkill County Indl. Dev. Auth. Resource Recovery Rev. (WPS Westwood Generation, LLC Proj.) 2.15%, VRDN (c)

18,100

18,100

Southeastern Pennsylvania Trans. Auth. Rev. Series 2007, 1.68%, LOC PNC Bank NA, Pittsburgh, VRDN (c)

30,800

30,800

St. Mary Hosp. Auth. Bucks County (Catholic Health Initiatives Proj.) Series B, 1.75% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

8,100

8,100

 

254,340

Rhode Island - 0.5%

Narragansett Bay Cmnty. Wastewtr. Sys. Rev. Participating VRDN Series Solar 07 16, 1.6% (Liquidity Facility U.S. Bank NA, Minnesota) (c)(f)

12,450

12,450

Rhode Island Health & Edl. Bldg. Corp. Higher Ed. Facilities Rev. (Care New England Health Sys. Proj.) Series 2008 B, 1.5%, LOC JPMorgan Chase Bank, VRDN (c)

11,755

11,755

Rhode Island Health and Edl. Bldg. Corp. Higher Ed. Facility Rev.:

(Bryant Univ. Proj.) Series 2008, 2%, LOC TD Banknorth, N.A., VRDN (c)

10,400

10,400

(Roger Williams Univ. Proj.) Series 2008 B, 1.5%, LOC Bank of America NA, VRDN (c)

5,000

5,000

 

39,605

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

South Carolina - 1.7%

Beaufort County School District BAN Series C, 2.5% 11/6/09 (b)

$ 31,155

$ 31,446

Charleston Wtrwks. & Swr. Rev. Series A, 1.5% (Liquidity Facility Bank of America NA), VRDN (c)

11,405

11,405

Greenville County School District Installment Purp. Rev. Participating VRDN Series MS 06 2056, 1.6% (Liquidity Facility Wells Fargo & Co.) (c)(f)(g)

7,440

7,440

Horry County School District Participating VRDN Series ROC II R 754 PB, 2.34% (Liquidity Facility Deutsche Postbank AG) (c)(f)

5,650

5,650

Oconee County Poll. Cont. Rev. (Duke Energy Corp. Proj.) Series A, 1.4%, VRDN (c)

18,700

18,700

South Carolina Gen. Oblig. Participating VRDN Series ROC II R 692W, 1.84% (Liquidity Facility Wells Fargo & Co.) (c)(f)

4,090

4,090

South Carolina Jobs Econ. Dev. Auth. Health Facilities Rev. (The Methodist Home Proj.) Series 1994, 1.55%, LOC Bank of America NA, VRDN (c)

5,900

5,900

South Carolina Jobs-Econ. Dev. Auth. (Palmetto Health Proj.):

Series 2008 A, 2%, LOC Bank of America NA, VRDN (c)

13,000

13,000

Series 2008 B, 2%, LOC Bank of America NA, VRDN (c)

16,450

16,450

South Carolina Trans. Infrastructure Bank Rev.:

Series 2003 B1, 1.6%, LOC Bank of America NA, VRDN (c)

7,950

7,950

Series 2003 B2, 1.7%, LOC Branch Banking & Trust Co., VRDN (c)

10,000

10,000

York County Poll. Cont. Rev. Bonds (Duke Energy Corp. Proj.) 2% tender 11/3/08, CP mode

7,200

7,200

 

139,231

Tennessee - 1.9%

Chattanooga Health Ed. & Hsg. Facility Board Rev. (Southern Adventist Univ. Proj.) 1.5%, LOC Bank of America NA, VRDN (c)

8,995

8,995

Clarksville Pub. Bldg. Auth. Rev.:

(Tennessee Muni. Bond Fund Proj.):

Series 2005, 0.8%, LOC Bank of America NA, VRDN (c)

2,400

2,400

Series 2008, 0.8%, LOC Bank of America NA, VRDN (c)

1,350

1,350

Series 1994, 1.5%, LOC Bank of America NA, VRDN (c)

4,105

4,105

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Catholic Healthcare Partners Proj.) Series 2008 A, 1.75%, LOC Landesbank Baden-Wuert, VRDN (c)

4,300

4,300

Memphis Gen. Oblig. Bonds Series 2002, 5.25% 11/1/08

6,175

6,175

Metropolitan Govt. Nashville & Davidson County Indl. Dev. Board Rev. (Nashville Symphony Hall Proj.) Series 2004, 1.5%, LOC Bank of America NA, VRDN (c)

16,000

16,000

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Tennessee - continued

Montgomery County Pub. Bldg. Auth. Pooled Fing. Rev. (Tennessee County Ln. Pool Prog.) Series 2002, 0.8%, LOC Bank of America NA, VRDN (c)

$ 3,910

$ 3,910

Nashville and Davidson County Metropolitan Govt. Gen. Oblig. Participating VRDN Series Putters 2631, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

20,000

20,000

Shelby County Gen. Oblig.:

Series 2004 B, 1.45% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

53,285

53,285

Series 2008 A, 1.75% 12/9/08, CP

17,800

17,800

Shelby County Health Edl. & Hsg. Facilities Board Rev. (Methodist Le Bonheur Healthcare Proj.) Series 2008 B, 1.7% (Assured Guaranty Corp. Insured), VRDN (c)

22,900

22,900

 

161,220

Texas - 13.2%

Bastrop Independent School District Participating VRDN Series ROC II R 492, 1.85% (Liquidity Facility Citibank NA) (c)(f)

8,150

8,150

Brazos River Hbr. Navigation District of Brazoria County Envir. Facilities Rev. (Dow Chemical Co. Proj.) Series B1, 1.35%, VRDN (c)

11,600

11,600

Caddo Mills Independent School District Participating VRDN Series DB 473, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

5,264

5,264

Dallas Area Rapid Transit Sales Tax Rev. Participating VRDN Series EGL 07 0020, 2.33% (Liquidity Facility Bayerische Landesbank) (c)(f)

19,800

19,800

Dallas Independent School District TAN 3% 2/13/09

9,700

9,729

Dallas North Texas Tollway Auth. Series A:

1.62% 11/4/08, LOC Bank of America NA, CP

20,000

20,000

1.7% 12/4/08, LOC Bank of America NA, CP

30,000

30,000

El Paso Gen. Oblig. Participating VRDN Series BA 08 1057, 2.82% (Liquidity Facility Bank of America NA) (c)(f)

6,430

6,430

Friendswood Independent School District Participating VRDN Series BA 08 3036X, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

8,635

8,635

Granbury Independent School District Participating VRDN Series SG 129, 1.87% (Liquidity Facility Societe Generale) (c)(f)

4,815

4,815

Harris County Ind. Dev. Corp. 1.8%, LOC Royal Bank of Canada, VRDN (c)

19,600

19,600

Harris County Cultural Ed. Facilities Fin. Corp. Rev. (YMCA of the Greater Houston Area Proj.):

Series 2008 A, 1.25%, LOC JPMorgan Chase Bank, VRDN (c)

2,500

2,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Texas - continued

Harris County Cultural Ed. Facilities Fin. Corp. Rev. (YMCA of the Greater Houston Area Proj.): - continued

Series 2008 D, 1.25%, LOC Compass Bank, VRDN (c)

$ 25,000

$ 25,000

Harris County Flood Cont. District Participating VRDN:

Series ROC II R 11313, 1.85% (Liquidity Facility Citibank NA) (c)(f)

8,555

8,555

Series ROC II R 12099, 1.84% (Liquidity Facility Citigroup, Inc.) (c)(f)

33,300

33,300

Harris County Gen. Oblig.:

Participating VRDN Series ROC II R 11314, 1.85% (Liquidity Facility Citibank NA) (c)(f)

5,780

5,780

Series C, 1.7% 12/11/08, CP

28,000

28,000

TAN Series 2008, 3% 2/26/09

18,500

18,574

Harris County Health Facilities Dev. Corp. Hosp. Rev. (Baylor College of Medicine Proj.):

Series 2007 B, 1.49%, LOC JPMorgan Chase Bank, VRDN (c)

8,825

8,825

Series 2008 A, 1.85%, LOC Compass Bank, VRDN (c)

32,600

32,600

HFDC of Central Texas, Inc. Rev. (Villa de San Antonio Proj.) Series 2004 C, 1.76%, LOC KBC Bank NV, VRDN (c)

13,000

13,000

Houston Arpt. Sys. Rev. Participating VRDN 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

9,455

9,455

Houston Cmnty. College Sys. Rev. Bonds Series 2008, 3% 2/15/09

1,845

1,852

Houston Gen. Oblig.:

Series A, 1.67% 2/6/09, LOC Bank of New York, New York, CP

3,400

3,400

Series E1, 2.05% 11/5/08 (Liquidity Facility Banco Bilbao Vizcaya Argentaria SA), CP

20,000

20,000

Houston Higher Ed. Fin. Corp. Higher Ed. Rev.:

Participating VRDN Series SG 139, 1.88% (Liquidity Facility Societe Generale) (c)(f)

3,100

3,100

(Rice Univ. Proj.):

Series 2006 B, 1.55% (Liquidity Facility JPMorgan Chase Bank), VRDN (c)

9,770

9,770

Series 2008 A, 0.8%, VRDN (c)

2,000

2,000

Series 2008 B, 1.2%, VRDN (c)

7,000

7,000

Houston Util. Sys. Rev.:

Participating VRDN Series Putters 2493, 2.57% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

2,525

2,525

Series 2004 A:

5% 11/3/08 (Liquidity Facility Bayerische Landesbank Girozentrale) (Liquidity Facility WestLB AG), CP

13,600

13,600

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Texas - continued

Houston Util. Sys. Rev.: - continued

Series 2004 A:

5% 11/3/08 (Liquidity Facility Bayerische Landesbank Girozentrale) (Liquidity Facility WestLB AG), CP

$ 23,900

$ 23,900

Series 2008 A1, 1.5%, LOC Bank of America NA, VRDN (c)

3,000

3,000

Irving Independent School District Participating VRDN Series PT 3954, 1.77% (Liquidity Facility Wells Fargo & Co.) (c)(f)

8,900

8,900

Keller Independent School District Participating VRDN Series Putters 2616, 1.85% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

5,325

5,325

Kendall County Health Facilities Dev. Corp. Health Care Rev. (Morningside Ministries Proj.) 1.7%, LOC Allied Irish Banks PLC, VRDN (c)

12,000

12,000

Lewisville Independent School District Participating VRDN Series SGA 134, 1.8% (Liquidity Facility Societe Generale) (c)(f)

1,290

1,290

Lower Colorado River Auth. Rev. Series A:

3.5% 11/5/08 (Liquidity Facility JPMorgan Chase Bank), CP

11,700

11,700

4% 11/12/08 (Liquidity Facility JPMorgan Chase Bank), CP

26,200

26,200

4% 11/12/08 (Liquidity Facility JPMorgan Chase Bank), CP

12,700

12,700

Plano Independent School District Participating VRDN Series SGA 128, 1.8% (Liquidity Facility Societe Generale) (c)(f)

21,380

21,380

Princeton Independent School District Participating VRDN Series SGB 02 41A, 1.89% (Liquidity Facility Societe Generale) (c)(f)

1,250

1,250

Red River Ed. Fin. Corp. Ed. Rev. Participating VRDN Series SGA 109, 1.8% (Liquidity Facility Societe Generale) (c)(f)

7,070

7,070

San Antonio Elec. & Gas Participating VRDN Series DB 602, 1.6% (Liquidity Facility Deutsche Bank AG) (c)(f)

8,370

8,370

San Antonio Elec. & Gas Sys. Rev.:

Participating VRDN:

Series BBT 08 26, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

5,390

5,390

Series SG 104, 1.88% (Liquidity Facility Societe Generale) (c)(f)

5,490

5,490

Series SG 105, 1.88% (Liquidity Facility Societe Generale) (c)(f)

29,400

29,400

Series 2003, 2.05% (Liquidity Facility Bank of America NA), VRDN (c)

12,600

12,600

Series A, 1.6% 12/11/08, CP

52,400

52,400

San Antonio Wtr. Sys. Rev. Series 2001 A, 1.73% 12/4/08, CP

4,615

4,615

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Texas - continued

Tarrant County Cultural Ed. Facilities Fin. Corp. Hosp. Rev. (Scott and White Memorial Hosp. and Scott, Sherwood and Brindley Foundation Proj.) Series 2008 3, 1.5%, LOC Compass Bank, VRDN (c)

$ 9,400

$ 9,400

Texas Gen. Oblig.:

Participating VRDN:

Series EGL 03 26 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

4,800

4,800

Series EGL 06 0125, 1.86% (Liquidity Facility Citibank NA) (c)(f)

18,900

18,900

Series EGL 07 90, 1.84% (Liquidity Facility Citibank NA) (c)(f)

25,000

25,000

Series Putters 2481, 1.83% (Liquidity Facility PNC Bank NA, Pittsburgh) (c)(f)

2,200

2,200

Series Putters 2490, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

1,850

1,850

Series Putters 2615, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

9,900

9,900

Series SG 152, 1.3% (Liquidity Facility Societe Generale) (c)(f)

9,970

9,970

TRAN Series 2008, 3% 8/28/09

250,000

252,817

Texas Pub. Fin. Auth. Series 2002 A, 1.87% 12/11/08 (Liquidity Facility Texas Gen. Oblig.), CP

4,100

4,100

Texas Pub. Fin. Auth. Rev. Series 2003, 1.9% 12/9/08, CP

23,000

23,000

Texas Trans. Commission State Hwy. Fund Rev. Participating VRDN Series ROC II R 11273, 1.85% (Liquidity Facility Citibank NA) (c)(f)

19,000

19,000

Travis County Health Facilities Dev. (Longhorn Village Proj.) Series 2008 B, 1.8%, LOC Bank of Scotland PLC, VRDN (c)

4,230

4,230

Univ. of Texas Board of Regents Sys. Rev.:

Participating VRDN Series Putters 1646, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

4,150

4,150

Series 2008 B:

1% (Liquidity Facility Univ. of Texas Invt. Mgmt. Co.), VRDN (c)

30,740

30,740

1% (Liquidity Facility Univ. of Texas Invt. Mgmt. Co.), VRDN (c)

24,400

24,400

Univ. of Texas Permanent Univ. Fund Rev. Series 2008 A, 1.66% 2/3/09, CP

12,000

12,000

 

1,102,296

Utah - 0.4%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series 1997 B3:

1.9% 12/4/08 (Liquidity Facility Bank of Nova Scotia), CP

8,750

8,750

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Utah - continued

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series 1997 B3: - continued

4.5% 11/7/08 (Liquidity Facility Bank of Nova Scotia), CP

$ 9,100

$ 9,100

Utah Gen. Oblig. Bonds Series 2003 A, 4.5% 7/1/09

5,500

5,588

Utah Transit Auth. Sales Tax Rev. Participating VRDN Series BBT 08 27, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

5,765

5,765

 

29,203

Virginia - 1.7%

Fairfax County Econ. Dev. Auth. Rev. (Smithsonian Institution Proj.):

Series A, 1.5% (Liquidity Facility Bank of America NA), VRDN (c)

3,545

3,545

Series B, 1.58% (Liquidity Facility Bank of America NA), VRDN (c)

3,330

3,330

Fairfax County Indl. Dev. Auth. Bonds (Inova Health Sys. Proj.) Series 2008 C4, 1.6%, tender 4/20/09 (c)

11,600

11,600

Fairfax County Wtr. Auth. Wtr. Rev. Participating VRDN Series EGL 06 91 Class A, 1.86% (Liquidity Facility Citibank NA) (c)(f)

5,220

5,220

Hanover County Eda Rev. (Bon Secours Health Sys. Proj.) Series 2008 D1, 1.8%, LOC Landesbank Baden-Wuert, VRDN (c)

6,960

6,960

Loudoun County Indl. Dev. Auth. (Howard Hughes Med. Institute Proj.) Series 2003 B, 1.25%, VRDN (c)

20,100

20,100

Louisa Indl. Dev. Auth. Poll. Cont. Rev. Bonds (Virginia Elec. & Pwr. Co. Proj.):

Series 1984, 3.75% tender 11/3/08, CP mode

4,000

4,000

Series 1987, 3.7% tender 11/12/08, CP mode

18,000

18,000

Montgomery County Indl. Dev. Auth. Rev. (Virginia Tech Foundation Proj.) Series 2005, 0.9%, LOC Bank of America NA, VRDN (c)

4,500

4,500

Norfolk Econ. Dev. Auth. Rev. (Bon Secours Health Sys. Proj.) Series 2008 D2, 1.44%, LOC Bank of America NA, VRDN (c)

4,800

4,800

Suffolk Econ. Dev. Auth. Hosp. Facilities Rev. Participating VRDN Series ROC II R 10329, 1.99% (Liquidity Facility Citigroup, Inc.) (c)(f)

24,310

24,310

Univ. of Virginia Gen. Rev.:

Participating VRDN Series BBT 08 30, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

7,580

7,580

Series 2003 A, 1.3%, VRDN (c)

1,500

1,500

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

Virginia - continued

Virginia College Bldg. Auth. Edl. Facilities Rev. Bonds (21st Century College and Equip. Prog.) Series 2006 A, 5% 2/1/09

$ 10,635

$ 10,715

Virginia Commonwealth Trans. Board Rev. Participating VRDN Series ROC II R 10076, 1.5% (Liquidity Facility Citibank NA) (c)(f)

4,200

4,200

Virginia Gen. Oblig. Bonds Series 2005 A, 4% 6/1/09

5,055

5,112

Virginia Resources Auth. Clean Wtr. Rev. Participating VRDN:

Series BBT 08 48, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

3,970

3,970

Series ROC II R 11010, 1.85% (Liquidity Facility Citibank NA) (c)(f)

5,415

5,415

 

144,857

Washington - 0.7%

King County Gen. Oblig.:

Participating VRDN Series Putters 2541, 1.83% (Liquidity Facility JPMorgan Chase Bank) (c)(f)

2,845

2,845

BAN 3% 3/1/09

8,400

8,429

Seattle Gen. Oblig. Bonds Series A, 5.5% 3/1/09

1,000

1,012

Snohomish County Pub. Util. District #1 Elec. Rev. Bonds Series A, 3.75% 8/5/09 (b)

9,000

9,096

Washington Econ. Dev. Fin. Auth. Econ. Dev. Rev. (Puget Sound Blood Ctr. Proj.) Series 2008 D, 1.65%, LOC Wells Fargo Bank NA, VRDN (c)

5,000

5,000

Washington Gen. Oblig.:

Participating VRDN:

Series BA 08 1121, 1.82% (Liquidity Facility Bank of America NA) (c)(f)

5,000

5,000

Series ROC II R 759 PB, 2.34% (Liquidity Facility Deutsche Postbank AG) (c)(f)

7,995

7,995

Series VR 96 A, 1.25% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (c)

2,400

2,400

Washington Health Care Facilities Auth. Rev.:

(Childrens Hosp. Reg'l. Med. Ctr. Proj.) Series 2008 A, 1.5%, LOC Bank of America NA, VRDN (c)

12,475

12,475

(PeaceHealth Proj.) Series 2008 B, 1.35%, LOC Wells Fargo Bank NA, VRDN (c)

4,000

4,000

Washington Hsg. Fin. Commission Nonprofit Rev. (United Way King County Proj.) 1.55%, LOC Bank of America NA, VRDN (c)

1,800

1,800

 

60,052

Municipal Securities - continued

Principal Amount (000s)

Value (000s)

West Virginia - 0.1%

West Virginia Econ. Dev. Auth. Poll. Cont. Rev. (Ohio Pwr. Co. - Kammer Proj.) Series 2008 B, 1.8%, LOC Royal Bank of Scotland PLC, VRDN (c)

$ 6,665

$ 6,665

West Virginia Hosp. Fin. Auth. Hosp. Rev. (West Virginia United Health Sys. Proj.) Series 2008 C, 0.8%, LOC Bank of America NA, VRDN (c)

2,500

2,500

 

9,165

Wisconsin - 1.2%

Milwaukee Gen. Oblig. RAN Series 2008 M10, 3% 9/3/09

21,300

21,544

Pleasant Prairie Poll. Cont. Rev. (Wisconsin Elec. Pwr. Co. Proj.) Series 2004, 1.8%, LOC Wells Fargo Bank NA, VRDN (c)

9,100

9,100

Wisconsin Gen. Oblig.:

Participating VRDN Series BBT 08 47, 1.6% (Liquidity Facility Branch Banking & Trust Co.) (c)(f)

6,405

6,405

1.75% 12/11/08, CP

19,513

19,513

Wisconsin Health & Edl. Facilities Auth. Rev.:

Bonds (Luther Hosp. Proj.) Series 2008, 1.68%, tender 4/15/09 (c)

11,800

11,800

(Aurora Health Care, Inc. Proj.) Series C, 2.25%, LOC KBC Bank NV, LOC Bank of Nova Scotia, New York Agcy., VRDN (c)

17,745

17,745

(Lutheran College Proj.) 1.48%, LOC U.S. Bank NA, Minnesota, VRDN (c)

15,000

15,000

Wisconsin Trans. Rev. Participating VRDN Series Putters 299, 1.83% (Liquidity Facility JPMorgan Chase & Co.) (c)(f)

895

895

 

102,002

Shares

 

Other - 1.2%

Fidelity Tax-Free Cash Central Fund, 1.23% (a)(d)

100,401,000

100,401

TOTAL INVESTMENT PORTFOLIO - 74.6%

(Cost $6,238,733)

6,238,733

NET OTHER ASSETS - 25.4%

2,127,103

NET ASSETS - 100%

$ 8,365,836

Security Type Abbreviations

BAN - BOND ANTICIPATION NOTE

CP - COMMERCIAL PAPER

RAN - REVENUE ANTICIPATION NOTE

TAN - TAX ANTICIPATION NOTE

TRAN - TAX AND REVENUE
ANTICIPATION NOTE

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Information in this report regarding holdings by state and security types does not reflect the holdings of the Fidelity Tax-Free Cash Central Fund.

(e) Security collateralized by an amount sufficient to pay interest and principal.

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $34,120,000 or 0.4% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost
(000s)

Greenville County School District Installment Purp. Rev. Participating VRDN Series MS 06 2056, 1.6% (Liquidity Facility Wells Fargo & Co.)

11/16/07

$ 7,440

Mississippi Bus. Fin. Corp. Participating VRDN Series MS 06 2240, 1.6% (Liquidity Facility Wells Fargo & Co.)

12/26/07 - 1/25/08

$ 26,680

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Tax-Free Cash Central Fund

$ 3,405

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2008

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $6,138,332)

$ 6,138,332

 

Fidelity Central Funds (cost $100,401)

100,401

 

Total Investments (cost $6,238,733)

 

$ 6,238,733

Cash

2,258,264

Receivable for investments sold

4,220

Receivable for fund shares sold

144,633

Interest receivable

26,484

Distributions receivable from Fidelity Central Funds

200

Prepaid expenses

529

Receivable from investment adviser for expense reductions

83

Other receivables

850

Total assets

8,673,996

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 69,072

Delayed delivery

80,544

Payable for fund shares redeemed

151,394

Distributions payable

487

Accrued management fee

1,747

Distribution fees payable

475

Other affiliated payables

4,276

Other payables and accrued expenses

165

Total liabilities

308,160

 

 

 

Net Assets

$ 8,365,836

Net Assets consist of:

 

Paid in capital

$ 8,364,045

Accumulated undistributed net realized gain (loss) on investments

1,791

Net Assets

$ 8,365,836

 

 

 

Daily Money Class:
Net Asset Value, offering price and redemption price per share ($922,052 ÷ 921,278 shares)

$ 1.00

 

 

 

Capital Reserves Class:
Net Asset Value, offering price and redemption price per share ($660,040 ÷ 659,511 shares)

$ 1.00

 

 

 

Fidelity Tax-Free Money Market Fund:
Net Asset Value, offering price and redemption price per share ($6,783,744 ÷ 6,781,369 shares)

$ 1.00

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended October 31, 2008

 

 

 

Investment Income

 

 

Interest

 

$ 177,162

Income from Fidelity Central Funds

 

3,405

Total income

 

180,567

 

 

 

Expenses

Management fee

$ 18,675

Transfer agent fees

14,943

Distribution fees

5,511

Accounting fees and expenses

622

Custodian fees and expenses

112

Independent trustees' compensation

29

Registration fees

754

Audit

54

Legal

30

Miscellaneous

287

Total expenses before reductions

41,017

Expense reductions

(8,584)

32,433

Net investment income

148,134

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,649

 

Capital gain distributions from Fidelity Central Funds

8

Total net realized gain (loss)

1,657

Net increase in net assets resulting from operations

$ 149,791

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2008

Year ended
October 31,
2007

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 148,134

$ 149,600

Net realized gain (loss)

1,657

602

Net increase in net assets resulting
from operations

149,791

150,202

Distributions to shareholders from net investment income

(148,140)

(149,597)

Distributions to shareholders from net realized gain

(61)

-

Total distributions

(148,201)

(149,597)

Share transactions - net increase (decrease)

2,616,032

1,951,132

Total increase (decrease) in net assets

2,617,622

1,951,737

 

 

 

Net Assets

Beginning of period

5,748,214

3,796,477

End of period (including undistributed net investment income of $0 and distributions in excess of net investment income of $2, respectively)

$ 8,365,836

$ 5,748,214

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

Annual Report

Financial Highlights - Daily Money Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .019

  .030

  .027

  .016

  .005

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .019

  .030

  .027

  .016

  .005

Distributions from net investment income

  (.019)

  (.030)

  (.027)

  (.016)

  (.005)

Distributions from net realized gain

  - D

  -

  -

  -

  -

Total distributions

  (.019)

  (.030)

  (.027)

  (.016)

  (.005)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  1.87%

  3.07%

  2.72%

  1.58%

  .47%

Ratios to Average Net Assets B, C

 

 

 

 

 

Expenses before reductions

  .73%

  .73%

  .73%

  .74%

  .74%

Expenses net of fee waivers, if any

  .70%

  .70%

  .70%

  .70%

  .70%

Expenses net of all reductions

  .61%

  .54%

  .54%

  .61%

  .69%

Net investment income

  1.81%

  3.03%

  2.70%

  1.60%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 922

$ 895

$ 617

$ 575

$ 625

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

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

D Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Capital Reserves Class

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .016

  .028

  .024

  .013

  .002

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .016

  .028

  .024

  .013

  .002

Distributions from net investment income

  (.016)

  (.028)

  (.024)

  (.013)

  (.002)

Distributions from net realized gain

  - D

  -

  -

  -

  -

Total distributions

  (.016)

  (.028)

  (.024)

  (.013)

  (.002)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  1.62%

  2.81%

  2.46%

  1.33%

  .23%

Ratios to Average Net Assets B, C

 

 

 

 

 

Expenses before reductions

  .98%

  .98%

  .98%

  .99%

  .99%

Expenses net of fee waivers, if any

  .95%

  .95%

  .95%

  .95%

  .94%

Expenses net of all reductions

  .86%

  .82%

  .79%

  .86%

  .93%

Net investment income

  1.56%

  2.74%

  2.45%

  1.35%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 660

$ 508

$ 519

$ 524

$ 504

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

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

D Amount represents less than $.001 per share.

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

Annual Report

Financial Highlights - Fidelity Tax-Free Money Market Fund

Years ended October 31,
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .021

  .033

  .029

  .018

  .007

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .021

  .033

  .029

  .018

  .007

Distributions from net investment income

  (.021)

  (.033)

  (.029)

  (.018)

  (.007)

Distributions from net realized gain

  - D

  -

  -

  -

  -

Total distributions

  (.021)

  (.033)

  (.029)

  (.018)

  (.007)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  2.13%

  3.32%

  2.97%

  1.84%

  .73%

Ratios to Average Net Assets B, C

 

 

 

 

 

Expenses before reductions

  .48%

  .48%

  .49%

  .49%

  .49%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45%

Expenses net of all reductions

  .36%

  .29%

  .29%

  .36%

  .44%

Net investment income

  2.06%

  3.28%

  2.95%

  1.85%

  .74%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,784

$ 4,346

$ 2,661

$ 1,856

$ 1,049

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

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

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

D Amount represents less than $.001 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

Tax-Exempt Fund (the Fund) is a fund of Fidelity Newbury 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. The Fund offers three classes of shares, Daily Money Class, Capital Reserves Class and Fidelity Tax-Free Money Market Fund. Each class has equal rights as to assets and voting privileges and has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation. As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

The Board of Trustees of the Fund approved the participation by the Fund in the U.S. Treasury Department's Temporary Guarantee Program for Money Market Funds (the "Program") through April 30, 2009. Under the Program, if the Fund's market value per share drops below $0.995 on any day while the Program is in effect, shareholders of record on that date who also held shares in the Fund on September 19, 2008 may be eligible to receive a payment from the Treasury upon liquidation of the Fund. The Fund paid the U.S. Treasury Department a fee equal to 0.01% based on the number of shares outstanding as of September 19, 2008 to participate in the Program for the initial 3-month term that expires on December 18, 2008. On December 4, 2008, the Fund paid an additional fee equal to 0.015% based on the number of shares outstanding as of September 19, 2008 to participate in the extension of the Program through April 30, 2009. The fees are being amortized over the length of the participation in the Program. The expense is borne by the Fund without regard to any expense limitation currently in effect for the Fund. The U.S. Treasury Department has the option to renew the Program through the close of business on September 19, 2009. If extended, the Board of Trustees of the Fund will determine whether the Fund should continue participation in the Program and, if so, the Fund will incur additional participation fees.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by 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. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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.

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 tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ -

 

Unrealized depreciation

-

 

Net unrealized appreciation (depreciation)

-

 

Undistributed ordinary income

151

 

 

 

 

Cost for federal income tax purposes

$ 6,238,733

 

The tax character of distributions paid was as follows:

 

October 31, 2008

October 31, 2007

Tax-exempt Income

148,140

149,597

Long-term Capital Gains

61

-

Total

$ 148,201

$ 149,597

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .25% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Daily Money Class and Capital Reserves Class pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which are based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Daily Money Class

-%

.25%

$ 2,541

$ 104

Capital Reserves Class

.25%

.25%

2,970

-

 

 

 

$ 5,511

$ 104

Sales Load. FDC receives the proceeds of deferred sales charges of .25% on certain purchases of the Daily Money Class. For the period, FDC retained no sales load from Daily Money Class.

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent and shareholder servicing agent for the Fund. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, to perform the activities associated with the Fund's transfer and shareholder servicing agent functions. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Tax Exempt pays a transfer agent fee equal to an annual rate of .20% of average net assets. For the period, the total transfer agent fees paid by each class to FIIOC were as follows.

Daily Money Class

$ 2,035

Capital Reserves Class

1,189

Fidelity Tax-Free Money Market Fund

11,719

 

$ 14,943

Citibank also has a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, and the fee for participating in the U.S. Treasury Department's Temporary Guarantee Program, are excluded from this reimbursement.

Annual Report

6. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Daily Money Class

.70%

$ 229

Capital Reserves Class

.95%

134

Fidelity Tax-Free Money Market Fund

.45%

1,274

 

 

$ 1,637

In addition, through arrangements with the Fund's custodian and each class' transfer agent, 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 and accounting expenses by $112 and $622, respectively. During the period, credits reduced each class' transfer agent expense as noted in the table below.

 

Transfer Agent
expense reduction

 

Daily Money Class

$ 845

 

Capital Reserves Class

494

 

Fidelity Tax-Free Money Market Fund

4,874

 

Total

6,213

 

7. 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.

The supply of municipal money market securities has declined significantly due to the recent market volatility. Due to this limited supply of suitable investments in the marketplace, the Fund has significantly increased its cash position.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2008

2007

From net investment income

 

 

Daily Money Class

$ 18,517

$ 21,760

Capital Reserves Class

9,361

14,895

Fidelity Tax-Free Money Market Fund

120,262

112,942

Total

$ 148,140

$ 149,597

From net realized gain

 

 

Daily Money Class

$ 9

$ -

Capital Reserves Class

5

-

Fidelity Tax-Free Money Market Fund

47

-

Total

$ 61

$ -

9. Share Transactions.

Transactions for each class of shares at a $1.00 per share were as follows:

Years ended October 31,

2008

2007

Daily Money Class
Shares sold

 

4,722,950

 

3,934,105

Reinvestment of distributions

17,544

20,620

Shares redeemed

(4,713,557)

(3,676,834)

Net increase (decrease)

26,937

277,891

Capital Reserves Class
Shares sold

 

2,765,940

 

2,580,492

Reinvestment of distributions

9,134

14,579

Shares redeemed

(2,622,724)

(2,606,485)

Net increase (decrease)

152,350

(11,414)

Fidelity Tax-Free Money Market Fund
Shares sold

 

30,749,743

 

18,322,614

Reinvestment of distributions

118,196

111,253

Shares redeemed

(28,431,194)

(16,749,212)

Net increase (decrease)

2,436,745

1,684,655

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Newbury Street Trust and the Shareholders of Tax-Exempt Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Tax-Exempt Fund (a fund of Fidelity Newbury Street Trust) at October 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Tax-Exempt Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 18, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trusts and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 159 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (78)

 

Year of Election or Appointment: 1991

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.

James C. Curvey (73)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (66)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

George H. Heilmeier (72)

 

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology), Compaq, Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.

Arthur E. Johnson (61)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.

James H. Keyes (68)

 

Year of Election or Appointment: 2007

Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (62)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (69)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman and a Director of Hershey Foods Corporation (2007-present), where prior to his retirement in 2001, he was Chairman and Chief Executive Officer. Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

Correspondence intended for Mr. Kenneally may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Michael E. Kenneally (54)

 

Year of Election or Appointment: 2008

Member of the Advisory Board of Fidelity's Fixed Income and Asset Allocation Funds. Previously, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of The Credit Suisse Funds (U.S. Mutual Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

John R. Hebble (50)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-
2003) and Assistant Treasurer of the Scudder Funds.

Boyce I. Greer (52)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-
present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Charles S. Morrison (47)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Money Market Funds. Mr. Morrison also serves as Senior Vice President, Money Market Group Leader of FMR. Previously, Mr. Morrison served as Vice President of Fidelity's Bond Funds and certain Balanced, and Asset Allocation Funds.

Scott C. Goebel (40)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Nancy D. Prior (41)

 

Year of Election or Appointment: 2008

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).

Holly C. Laurent (54)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (50)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.

Michael H. Whitaker (41)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Bryan A. Mehrmann (47)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (39)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Accounting Group Manager (2003) of JPMorgan Chase Bank.

Robert G. Byrnes (41)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).

Peter L. Lydecker (54)

 

Year of Election or Appointment: 2004

Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.

Paul M. Murphy (61)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Gary W. Ryan (50)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions (Unaudited)

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31 2008, $1,246,907, or, if subsequently determined to be different, the net capital gain of such year.

During fiscal year ended 2008, 100% of the Tax Exempt Fund - Capital Reserves Class's income dividends was free from federal income tax.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Cash Management Funds: Treasury Fund / Prime Fund / Tax-Exempt Fund

Each year, typically in June, 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 each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, 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. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its June 2008 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, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

In considering whether to renew the Advisory Contracts for each fund, the Board ultimately 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 and the compensation to be received by Fidelity under the management contracts is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that each fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' investment personnel and the funds' investment objectives and disciplines. 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.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integrated part of the fixed-income portfolio management investment process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder 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 each fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of a fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fees on Fidelity's Institutional Money Market Funds and launching Class IV and Institutional Class of certain of these funds; (iii) reducing the transfer agent fees for the Fidelity Select Portfolios and Investor Class of the VIP funds; and (iv) launching Class K of 29 equity funds as a lower-fee class available to certain employer-sponsored retirement plans.

Investment Performance. The Board considered whether each fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance for each class, as well as each fund's relative investment performance for each class measured against a peer group of mutual funds deemed appropriate by the Board over multiple periods.

For Treasury Fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the cumulative total returns of Daily Money Class and Advisor B Class of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Daily Money Class and Advisor B Class show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

For Prime Fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the cumulative total returns of Daily Money Class and Capital Reserves Class of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund.

For Tax-Exempt Fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the cumulative total returns of Fidelity Tax-Free Money Market Fund (retail class) and Capital Reserves Class of the fund, and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Fidelity Tax-Free Money Market Fund (retail class) and Capital Reserves Class show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Treasury Fund

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The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Daily Money Class of the fund was in the first quartile for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Annual Report

Prime Fund

fid3992

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Daily Money Class of the fund was in the second quartile for all the periods shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class.

Tax-Exempt Fund

fid3994

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Tax-Free Money Market Fund (retail class) was in the first quartile for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to each fund will benefit each fund's shareholders, particularly in light of the Board's view that each fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered each fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 15% would mean that 85% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked, is also included in the charts and considered by the Board.

Annual Report

Treasury Fund

fid3996

Prime Fund

fid3998

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Tax-Exempt Fund

fid4000

The Board noted that each fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2007.

Based on its review, the Board concluded that each fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the total expenses of each class of each fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that each fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees.

Fidelity Tax-Free Money Market Fund (retail class of Tax-Exempt Fund): The Board noted that the total expenses of the class ranked below its competitive median for 2007.

Annual Report

Daily Money Class (25 basis point 12b-1 fee class of each fund): The Board noted that the total expenses of Daily Money Class of each fund ranked above its competitive median for 2007.

Capital Reserves Class (50 basis point 12b-1 fee class of each fund): The Board noted that the total expenses of Capital Reserves Class of each of Treasury Fund and Prime Fund ranked equal to its competitive median for 2007, and the total expenses of Capital Reserves Class of Tax-Exempt Fund ranked above its competitive median for 2007.

Advisor B Class (100 basis point 12b-1 fee class of Treasury Fund): The Board noted that the total expenses of the class ranked below its competitive median for 2007.

Advisor C Class (100 basis point 12b-1 fee class of Treasury Fund): The Board noted that the total expenses of the class ranked above its competitive median for 2007.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of each fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

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 the results 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board has also reviewed Fidelity's non-fund businesses and any 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 funds' business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and determined that the amount of profit is a fair entrepreneurial profit for the management of each fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures; (vi) the funds' sub-advisory arrangements; and (vii) accounts managed by Fidelity other than the Fidelity funds.

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

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)
Fidelity Automated
Service Telephone (FAST®)
1-800-544-5555

Press

fid4035For mutual fund and brokerage trading.

fid4037For quotes.*

fid4039For account balances and holdings.

fid4041To review orders and mutual
fund activity.

fid4043To change your PIN.

fid4045fid4047To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Sub-Adviser

Fidelity Investments
Money Management, Inc.

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Citibank, N.A.

New York, NY

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

fid4002 

TFM-UANN-1208
1.784782.105

Item 2. Code of Ethics

As of the end of the period, October 31, 2008, Fidelity Newbury Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLC ("PwC") in each of the last two fiscal years for services rendered to Prime Fund, Tax-Exempt Fund, and Treasury Fund (the "Funds"):

Services Billed by PwC

October 31, 2008 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Prime Fund

$77,000

$-

$2,700

$16,000

Tax-Exempt Fund

$47,000

$-

$2,700

$6,400

Treasury Fund

$47,000

$-

$2,700

$4,400

October 31, 2007 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Prime Fund

$84,000

$-

$1,900

$10,300

Tax-Exempt Fund

$47,000

$-

$1,900

$3,400

Treasury Fund

$52,000

$-

$1,900

$2,800

A Amounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by PwC

 

October 31, 2008A

October 31, 2007A

Audit-Related Fees

$2,110,000

$-

Tax Fees

$-

$-

All Other Fees

$185,000

$275,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for assurance services provided to the fund or Fund Service Provider that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

October 31, 2008 A

October 31, 2007 A

PwC

$3,025,000

$2,025,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Funds, taking into account representations from PwC, in accordance with Independence Standards Board Standard No. 1, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The Fidelity fund's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

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 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 trust's 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)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(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 Newbury Street Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 29, 2008

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:

December 29, 2008

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 29, 2008