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Program Administrator

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Program Manager

NextGen College Investing Plan®

ANNUAL REPORT June 30, 2016

NextGen College Investing Plan®

Requests for Information

Questions concerning any of the information provided in this annual report or requests for additional information concerning the NextGen College Investing Plan® should be addressed to: Finance Authority of Maine – FAME 5 Community Drive P.O. Box 949 Augusta, ME 04332-0949 (800) 228-3734 [email protected] Merrill Lynch 1400 Merrill Lynch Drive Pennington, NJ 08534 Attn: Program Manager, NextGen College Investing Plan (888) 264-9077

Program Administrator

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Program Manager

Dear College Investor: Enclosed is the Annual Report of the NextGen College Investing Plan (“NextGen”) for the fiscal year July 1, 2015 through June 30, 2016. The report provides information on the composition and performance of all the NextGen Portfolios through the period ended June 30, 2016. The goal of providing a higher education is well worth pursuing, but financing a college degree requires planning. After housing, for many families higher education may be the single largest expense they will ever incur. That’s why the NextGen plan provides participants with a broad range of investment choices designed to meet the differing needs of families investing for college. A little planning today will go a long way toward providing the gift of a college education. With the NextGen College Investing Plan, you can help to make the dream a reality. Sincerely,

Bruce E. Wagner Richard J. Polimeni Chief Executive Officer Director Finance Authority of Maine Merrill Lynch

NextGen College Investing Plan® Table of Contents

Page Independent Auditor’s Report on the Basic Financial Statements

and Other Reporting Required by Government Auditing Standards 1 – 2 Management’s Discussion and Analysis (Unaudited) 4 – 6 Basic Financial Statements

Statement of Fiduciary Net Position 8

Statement of Changes in Fiduciary Net Position 8

Notes to Financial Statements 9 – 25 Supplementary Information Independent Auditor’s Report on the Combining Statements 29

Notes to Combining Statements 31

Combining Statements

Combining Statements of Fiduciary Net Position – Summary Totals 32 – 33

Combining Statements of Fiduciary Net Position – Portfolios 34 – 48

Combining Statements of Changes in Fiduciary Net Position – Summary Totals 50 – 51

Combining Statements of Changes in Fiduciary Net Position – Portfolios 52 – 66 Independent Auditor’s Report on the Schedule of Cash Allocation Account Investments 67

Notes to Schedule of Cash Allocation Account Investments 69 – 71

Schedule of Cash Allocation Account Investments 73 – 76

Thomas &Thomas LLP

Certified Public Accountants

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www.thomasthomasllp.comLittle Rock Office 201 E. Markham, Suite 500, Little Rock, Arkansas 72201 Telephone (501) 375-2025 FAX (501) 375-8704

Texarkana Office 2900 St. Michael Drive, Suite 302, Texarkana, Texas 75503 Telephone (903) 831-3477 FAX (903) 831-3482

Members American Institute Certified Public Accountants Center for Public Company Audit Firms and PCPS

Independent Auditor’s Report on the Basic Financial Statements and Other Reporting Required by Government Auditing Standards

The Board of Directors Finance Authority of Maine Augusta, Maine

Report on the Basic Financial Statements

We have audited the accompanying statement of fiduciary net position and statement of changes in fiduciary position of the Maine College Savings Program, also known as the NextGen College Investing Plan® (“the Program”), as of and for the year ended June 30, 2016, and the related notes to the financial statements, which collectively comprise the Program’s basic financial statements.

Management’s Responsibility

Management is responsible for the preparation and fair presentation of the basic financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of basic financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the basic financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the basic financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the basic financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the basic financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of significant estimates made by management, as well as evaluating the overall presentation of the basic financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the basic financial statements referred to above present fairly, in all material respects, the fiduciary net position of the Program as of June 30, 2016, and the respective changes in fiduciary net position for the year then ended in accordance with accounting principles generally accepted in the United States of America.

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The Board of Directors Finance Authority of Maine

Emphasis of Matter

As disclosed in Note 1 to the financial statements, the Program is a private purpose trust fund of the Finance Authority of Maine (“FAME”). The accompanying basic financial statements present only the balances and transactions attributable to the Program and do not purport to, and do not, present fairly the fiduciary net position or changes in fiduciary net position of any other fiduciary or other funds administered by FAME, as of and for the year ended June 30, 2016. Other Matters

Required Supplementary Information

Accounting principles generally accepted in the United States of America require that management’s discussion and analysis on pages 4 through 6 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, as it is considered to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the information presented in management’s discussion and analysis in accordance with audit procedures generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management responses to our inquiries, the basic financial statements and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information in management’s discussion and analysis because the limited procedures we perform do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Reporting Required by Government Auditing Standards

In accordance with Government Auditing Standards, we have also issued our report dated September 30, 2016, on our consideration of the Program’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Program’s internal control over financial reporting and compliance.

Certified Public Accountants September 30, 2016 Little Rock, Arkansas

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Management’s Discussion and Analysis (Unaudited)

NextGen College Investing Plan® Management’s Discussion and Analysis (Unaudited) June 30, 2016

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Management of the Maine College Savings Program, known as the NextGen College Investing Plan® (the “Program”), offers this discussion and analysis of the Program’s financial performance for the fiscal year ended June 30, 2016. This discussion and analysis is intended to provide a highly summarized overview of the Program’s assets, liabilities, fiduciary net position and changes in fiduciary net position and should be considered in conjunction with the Program’s Financial Statements and the detailed disclosures contained in the Notes to Financial Statements. In addition, readers may also find useful the Combining Statements of Fiduciary Net Position and Changes in Fiduciary Net Position on pages 32 through 66 that provide additional information relevant to each of the investment options (the “Portfolios”) offered to participants under the Program. The Portfolios The Program offers a variety of investment options in two separate series - the Client Direct Series and the Client Select Series. Each series offers a different menu of Portfolios, which generally invest in either a single mutual or exchange-traded fund, or a combination of mutual or exchange-traded funds. Certain Portfolios also invest in a bank deposit product, a guaranteed interest account and/or highly liquid debt securities. Each series has its own expense structure, and the expenses of individual Portfolios will also vary. The Client Direct Series is distributed by the Finance Authority of Maine (“FAME”) and online through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), the Program Manager, while the Client Select Series is available exclusively through financial advisors. Participants in the Program provide instructions for the investment of contributions to purchase units of specific Portfolio(s). At June 30, 2016, the Program Portfolios are as follows:

Allianz/ PIMCO Portfolios Franklin Templeton Portfolios (Continued)AllianzGI Age-Based Portfolios Franklin Templeton Age-Based PortfoliosAllianzGI Capital Growth and Income Portfolio Franklin Templeton Balanced PortfolioAllianzGI Capital Income Portfolio Franklin Templeton Growth and Income PortfolioAllianzGI NFJ Dividend Value Portfolio Franklin Templeton Growth PortfolioPIMCO Real Return Portfolio Lord Abbett PortfolioBlackRock Portfolios Lord Abbett Total Return PortfolioBlackRock 75% Equity PortfolioBlackRock Equity Dividend Portfolio MainStay PortfolioBlackRock Global Allocation Portfolio MainStay Large Cap Growth PortfolioBlackRock Large Cap Core PortfolioBlackRock Large Cap Growth Portfolio MFS PortfoliosiShares Core Conservative Allocation Portfolio MFS Age-Based PortfoliosiShares Core Growth Allocation Portfolio MFS Equity PortfolioiShares Core Moderate Allocation Portfolio* MFS Fixed Income Portfolio

MFS Research International PortfolioFranklin Templeton Portfolios MFS Value PortfolioFranklin Templeton Global Bond PortfolioFranklin Templeton Mutual Shares Portfolio Neuberger Berman PortfolioFranklin Templeton Small Cap Value Portfolio Neuberger Berman International Equity PortfolioFranklin Templeton Small-Mid Cap Growth Portfolio

Client Direct Series Only

BlackRock PortfoliosBlackRock Balanced Portfolio

BlackRock Equity Index PortfolioiShares Balanced Portfolio*

iShares Age-Based Portfolios

Client Select Series Only

Client Direct Series and Client Select Series

BlackRock PortfoliosBlackRock Age-Based Portfolios

Principal Plus Portfolio

BlackRock Fixed Income Portfolio

iShares Diversified Equity PortfolioiShares Diversified Fixed Income Portfolio

NextGen Savings Portfolio

BlackRock 100% Equity Portfolio

*The iShares Balanced Portfolio in the Client Direct Series and the iShares Core Moderate Allocation Portfolio in the Client Select Series invest in the same underlying exchange-traded fund, the iShares Core Moderate Allocation ETF.


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Financial Highlights At June 30, 2016, the Program’s fiduciary net position totaled $8,486,842,921, a decrease of $18,889,590, or 0.2%, below fiduciary net position at June 30, 2015. During the year ended June 30, 2016, contributions to the Program totaled $902,057,057, and withdrawals totaled $781,786,825. During the year ended June 30, 2015, contributions to the Program totaled $990,178,876, and withdrawals totaled $759,159,708. For the year ended June 30, 2016, net investment loss totaled ($87,889,245), a decrease of $298,793,729 from the net investment income amount earned during the year ended June 30, 2015. The decrease in net investment income from the prior year was primarily attributable to a $231,054,880 increase in net depreciation in the value of investments over 2015 amounts. In addition, dividend and interest income earned in 2016 decreased from the amount earned in 2015 by $67,738,849. For the year ended June 30, 2016, the net depreciation in the value of investments totaled $473,367,318, consisting of unrealized losses of $554,112,703, offset by net realized gains of $80,745,385. For the year ended June 30, 2015, net depreciation in the value of investments totaled $242,312,438, consisting of unrealized losses of $389,872,290, offset by net realized gains of $147,559,852. Dividends and interest income decreased from $453,216,922 for the year ended June 30, 2015 to $385,478,073 for the year ended June 30, 2016. Overview of the Financial Statements The Program’s Basic Financial Statements are composed of the Statement of Fiduciary Net Position, the Statement of Changes in Fiduciary Net Position and the related Notes to Financial Statements. The Statement of Fiduciary Net Position presents information on the Program’s assets and liabilities, with the difference between them representing fiduciary net position held for participants and their beneficiaries. The Statement of Changes in Fiduciary Net Position provides information summarizing additions to and deductions from fiduciary net position that occurred during the year, including contributions, withdrawals, net investment income and expenses. The Notes to Financial Statements provide additional explanatory information about the amounts presented in the Statement of Fiduciary Net Position and Statement of Changes in Fiduciary Net Position. The Program is included in FAME’s financial statements as a private purpose trust fund. A private purpose trust fund is a type of fiduciary fund that is used to report assets that are held by a governmental entity in a trust or agency capacity for others and cannot be used to support the government’s programs or operations. Assets can only be used to satisfy withdrawal requests made by Program participants, payment of administrative expenses and other purposes as expressly permitted under Maine law. The Program’s Basic Financial Statements are prepared in accordance with the accounting and financial reporting standards for governmental entities set forth by the Governmental Accounting Standards Board (“GASB”). Amounts are reported using the accrual basis of accounting. Investments are generally reported at fair value, and all investment transactions are recorded on a trade date basis. Changes in fair value, along with realized gains and losses, dividends, capital gain distributions and interest are reported as “net investment income (loss)” on the Statement of Changes in Fiduciary Net Position. Contributions and withdrawals are recognized on the trade date. Expenses and liabilities are recognized when incurred. All changes in fiduciary net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flow. Thus, revenues and expenses are reported for some items that will result in cash flows in future fiscal years.


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Financial Analysis Fiduciary Net Position To begin the financial analysis, a summary of the Program’s assets and liabilities as of June 30, 2016 and June 30, 2015 is presented below:

June 30, 2015

Total Assets 8,501,158,073$ 8,520,752,704$ Total Liabilities 14,315,152 15,020,193

Fiduciary Net Position 8,486,842,921$ 8,505,732,511$

June 30, 2016

The condensed financial information above is meant to provide a snapshot of the overall financial position of the Program as of the dates presented. Fiduciary net position represents the cumulative total of contributions into the Program since inception, increased (decreased) by net investment income (or losses), and decreased by withdrawals and fees and expenses, all of which is held for the benefit of participants and their beneficiaries. Investments represent $8,491,051,232 and $8,510,018,297 of the Program’s total assets at June 30, 2016 and 2015, respectively. Other assets, which total $10,106,841 at June 30, 2016, and $10,734,407 at June 30, 2015, include cash that has not yet been invested or distributed in accordance with participant instructions, accrued investment income and receivables from proceeds from underlying investment sales transactions. Liabilities, which totaled $14,315,152 at June 30, 2016 and $15,020,193 at June 30, 2015, include accrued fees and expenses, withdrawals payable and payables for underlying investment purchase transactions. Changes in Fiduciary Net Position The following summarizes the changes in fiduciary net position during the years ended June 30, 2016 and June 30, 2015:

Year EndedJune 30, 2015

AdditionsContributions 902,057,057$ 990,178,876$ Net Investment (Loss) Income (87,889,245) 210,904,484

Total Additions 814,167,812 1,201,083,360

DeductionsWithdrawals 781,786,825 759,159,708Fees and Expenses 51,270,577 51,508,343

Total Deductions 833,057,402 810,668,051

Net (Decrease) Increase (18,889,590) 390,415,309

Fiduciary Net Position, Beginning of Year 8,505,732,511 8,115,317,202

Fiduciary Net Position, End of Year 8,486,842,921$ 8,505,732,511$

Year EndedJune 30, 2016

During 2016, the Program’s net position decreased by approximately 0.2% from the June 30, 2015 balance. This overall decrease was primarily attributable to a net investment loss and expenses and withdrawals from Program accounts exceeding contributions into the Program.

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Basic Financial Statements

NextGen College Investing Plan® Statement of Fiduciary Net Position June 30, 2016

See accompanying notes to financial statements.

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ASSETSInvestments 8,491,051,232$ Cash and cash equivalents 5,922,894Receivable for securities sold 4,154,059Accrued investment income 29,888

Total Assets 8,501,158,073

LIABILITIESPayable for securities purchased 2,868,063Withdrawals payable 7,208,888Payable for accrued fees and expenses 4,238,201

Total Liabilities 14,315,152

FIDUCIARY NET POSITION $ 8,486,842,921

NextGen College Investing Plan® Statement of Changes in Fiduciary Net Position For the Year Ended June 30, 2016

ADDITIONSContributions 902,057,057$

Investment income (loss):

Dividends and interest 385,478,073

Net depreciation in value of investments (473,367,318)

Net investment loss (87,889,245)

Total Additions 814,167,812

DEDUCTIONSWithdrawals 781,786,825Fees and expenses:

Management fees 42,666,022Maine administration fees 8,604,555

Total fees and expenses 51,270,577

Total Deductions 833,057,402

NET DECREASE (18,889,590)

FIDUCIARY NET POSITION,

BEGINNING OF YEAR 8,505,732,511


END OF YEAR 8,486,842,921$

NextGen College Investing Plan® Notes to Financial Statements June 30, 2016

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NOTE 1: ORGANIZATION AND OPERATIONS

(a) General The Maine College Savings Program, known as the NextGen College Investing Plan® (the “Program”), was established in accordance with Chapter 417-E of Title 20-A of the Maine Revised Statutes Annotated of 1964, as amended (the “Act”), to encourage the investment of funds to be used for qualified higher education expenses at eligible education institutions. The Program is designed to comply with the requirements for treatment as a qualified tuition program under Section 529 of the Internal Revenue Code of 1986, as amended. The Act authorizes the Finance Authority of Maine (“FAME”) to administer the Program and the Maine College Savings Program Fund (the “Program Fund”). The Program Fund is held by FAME, and is invested under the direction of and with the advice of a seven member Advisory Committee on College Savings, which is chaired by the Treasurer of the State of Maine (the “Treasurer”). The Program offers a variety of investment options to participants through two separate series - the Client Select Series and the Client Direct Series. The Client Select Series is available exclusively through financial advisors, and the Client Direct Series is distributed by FAME and through the Program’s internet website. Each series offers investment portfolio options from which participants may choose (each, a “Portfolio” and collectively, the “Portfolios”). Each series has its own expense structure, and the expenses of each Portfolio may vary. Each Portfolio invests in one or more underlying investments approved for that Portfolio. Accounting policies relevant to the Program’s investments are described in Note 2, and more details about the Program’s investments are provided in Note 4. Details about the Program’s investments are also included in the Program Description and Participation Agreement applicable to each series, both of which are dated September 21, 2015, as supplemented April 25, 2016. Additional supplements were issued for the Client Select Series on December 14, 2015 and December 15, 2015. The Program Fund is a fiduciary fund of FAME and is included in FAME’s financial statements as a “private purpose trust fund.” Fiduciary funds are used to report assets that are held in a trust or agency capacity for others and therefore cannot be used to support a governmental entity’s operations or other programs. A private purpose trust fund is a type of fiduciary fund used to report certain trust arrangements under which principal and income benefit individuals, private organizations or other governments. These financial statements and related notes present balances and transactions attributable to the Portfolios within the Program Fund and do not include any balances or transactions attributable to FAME or any other fiduciary or other funds administered by FAME. (b) Administration FAME and the Treasurer have selected Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”), to act as the Program Manager pursuant to the Program Management Agreement (“Management Agreement”) dated May 27, 1999 among FAME, the Treasurer, Merrill Lynch and Financial Data Services, Inc. (“FDS”), also an indirect wholly-owned subsidiary of Bank of America, which serves as Portfolio Servicing Agent for the Program. The Management Agreement was amended and restated in its entirety as of February 20, 2014, and subsequently amended effective June 9, 2014. The Management Agreement provides that Merrill Lynch and FDS are responsible for providing certain administrative, recordkeeping and investment and marketing services for the Program. The Management Agreement also provides that Merrill Lynch and FDS receive a Management Fee and a Portfolio Servicing Fee, respectively, for such services, as described in more detail in Note 3. Transfer agent, audit, printing, certain legal and other expenses incurred by the Program are paid by Merrill Lynch out of its Management Fee. Merrill Lynch distributes certain products and services sponsored or advised by BlackRock, Inc. under a global distribution agreement. Merrill Lynch and FDS may subcontract fund accounting or custody services to a Program Accounting Agent. The Program Accounting Agent is Bank of America, N.A., an indirect wholly-owned subsidiary of Bank of America.


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NOTE 1: ORGANIZATION AND OPERATIONS (Continued)

(b) Administration (Continued) Also pursuant to the Management Agreement, Merrill Lynch may propose to FAME and the Treasurer that investment options be offered through the Program by registered investment advisors (“Sub-Advisors”). The Sub-Advisors approved by FAME and the Treasurer as of June 30, 2016 are Allianz Global Investors U.S. LLC (“AllianzGI”), BlackRock Investment Management, LLC (“BlackRock”), Franklin Templeton Investments (“Franklin Templeton”), Lord, Abbett & Co. LLC (“Lord Abbett”), Massachusetts Financial Services Company (“MFS”), Neuberger Berman LLC (“Neuberger Berman”) and New York Life Investment Management LLC (“MainStay”). FAME contracts with Pension Consulting Alliance, LLC to provide independent investment consulting services to the Program.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to fiduciary fund types prescribed by the Governmental Accounting Standards Board (“GASB”), the Program’s financial statements are prepared using the flow of economic resources measurement focus and accrual basis of accounting. (b) Investments The Program’s investments are generally measured at fair value, except as described in the paragraphs that follow. Accounting standards categorize fair value measurements according to a hierarchy that is based on the valuation inputs that are used to measure fair value. Level 1 inputs are quoted prices for identical assets in active markets that can be accessed at the measurement date. Level 2 inputs are inputs other than quoted prices that are observable for an asset, either directly or indirectly. Level 3 inputs are unobservable. Most of the Portfolios invest directly in mutual funds. The mutual funds are reported at fair value, determined based on the net asset value per share as of the close of the New York Stock Exchange (NYSE) on the reporting date (Level 1 inputs). Net realized and unrealized gains and losses are reported as “net appreciation (depreciation) in value of investments” on the Statement of Changes in Fiduciary Net Position. Purchases and sales are recorded on a trade date basis. Dividend and capital gain distributions are recorded on the ex-dividend date. The iShares Portfolios invest in units of participation in a series of “Master Trusts.” The underlying assets of the Master Trusts include exchange-traded funds (“ETFs”) and cash. Each iShares Portfolio’s investment in a Master Trust is reported at net asset value per unit, which is determined based on the fair value of the ETF, plus cash, plus accrued dividends and other assets, less any liabilities, divided by the total number of units outstanding. The fair values of the ETFs are determined based on market prices as of the close of the NYSE on the reporting date (Level 1 inputs). Purchases and sales of units of the Master Trusts are recorded on a trade date basis. The Master Trusts do not pay interest or dividends to the iShares Portfolios. Dividends and interest earned on the underlying ETFs result in increases in the net asset value per unit of the Master Trust. Changes in the net asset value per unit of the Master Trusts are included in “net appreciation (depreciation) in value of investments” on the Statement of Changes in Fiduciary Net Position. The Cash Allocation Account is a separate account in which certain Portfolios are invested. The underlying assets of the Cash Allocation Account include certificates of deposit, commercial paper, corporate notes, obligations of the U.S. Treasury and government sponsored entities and municipal variable rate demand notes, all with short maturities (generally one year or less at the date of purchase). BlackRock Capital Management, Inc. is responsible for management of the assets in the Cash Allocation Account, and State Street Bank and Trust Company (“State Street”) is custodian of all investments held in the Cash Allocation Account. Each Portfolio’s investment in the Cash Allocation Account is evidenced by units of participation in the separate account and is reported at net asset value per unit, which is determined based on the net book value of the investments held in the Cash Allocation Account, plus accrued interest and any other assets, less accrued expenses and any other liabilities divided by the total number of units outstanding. Due to the short maturities of the investments held in the Cash Allocation Account, net book value approximates fair value.


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NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Investments (Continued) The Principal Plus Portfolio invests in a guaranteed interest account (“GIA”) issued by New York Life Insurance Company (“New York Life”).The GIA is a non-participating, unallocated insurance contract and is reported at contract value, which is equal to contributions, plus interest credited at a guaranteed rate (may be adjusted periodically), less any applicable premium taxes and withdrawals. The GIA is guaranteed as to principal, accumulated interest and future interest rates. The NextGen Savings Portfolio invests exclusively in an interest-bearing omnibus negotiable order of withdrawal (“NOW”) account currently at Bank of America, N.A. (the “Bank Deposit Account”). The Bank Deposit Account is reported as the cumulative sum of contributions to the Bank Deposit Account, plus interest credited, less withdrawals.

(c) Cash and Cash Equivalents Cash and cash equivalents generally include contributions received from participants that have not yet been invested in the Portfolios’ underlying investments and redemption proceeds from sales of underlying investments for withdrawals that have not yet been distributed in accordance with participants’ instructions. (d) Fees and Expenses Fees and expenses reported on the Statement of Changes in Fiduciary Net Position reflect the fees and expenses of each Portfolio paid from Program Fund assets and do not include any expenses associated with the underlying investments. Each Portfolio indirectly bears its proportional share of the expenses of the underlying investments in which it invests. Accordingly, each Portfolio’s investment return will be net of the expenses of the underlying investments and the fees and expenses attributable to that Portfolio. (e) Federal Income Tax The Program has been designed to comply with the requirements for treatment as a qualified tuition program under Section 529 of the Internal Revenue Code of 1986, as amended. Therefore, no federal income tax provision is required. The earnings portion of non-qualified withdrawals may be subject to a 10% federal tax in addition to applicable federal and state income tax. It is the participant’s responsibility to determine whether or not a withdrawal is for qualified higher education expenses and to calculate and report on his or her personal income tax return the taxable amount of non-qualified withdrawals, if any. (f) Contributions Individuals and certain types of entities may establish one or more accounts to which cash contributions may be made, subject to minimum contribution requirements, limitations on the aggregate account balance and other terms and limitations defined in the Program Description and Participation Agreement between the participant and the Program. Participants may elect to invest contributions in one or more Portfolios offered through the Direct or Select Series. In addition, the Select Series Portfolios offer different unit classes, each having a different expense structure (see Note 3). Although participants can select the Portfolio(s) into which contributions are invested, they cannot direct the selection or allocation of the underlying investments composing each Portfolio. Contributions are generally reported on the Statement of Changes in Fiduciary Net Position as increases in fiduciary net position on the business day after the day they are received, and are net of any applicable sales charges (see Note 3(d)). Contributions are generally invested in units of the selected Portfolio on the next business day following the credit of the contribution to the participant’s account. In exchange for contributions, participants receive full and/or fractional interests, or “units,” issued by the Portfolios. The units issued to participants are municipal fund securities. The units are not insured by the state of Maine, nor have they been registered with the Securities and Exchange Commission or any state commission. However, underlying deposits in the Bank Deposit Account are eligible for Federal Deposit Insurance Corporation (“FDIC”) insurance in accordance with FDIC rules. In addition, even though money contributed to the Portfolios is invested in mutual funds, ETFs, the Cash Allocation Account, the GIA or the Bank Deposit Account, the units themselves are not direct investments in these underlying investments. The net asset value of a unit of a Portfolio is calculated daily based on the value of the underlying assets, adjusted for the effects of such transactions as accrued expenses and investment income that has not yet been reinvested. The value of any participant’s account is determined by the number of units of a Portfolio attributable to that participant multiplied by the net asset value per unit of that Portfolio.


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(g) Withdrawals Withdrawals are based on the net asset value calculated for such Portfolio on the business day following the day on which the Program Manager accepts and processes the withdrawal request. Withdrawals are generally recorded as deductions from fiduciary net position on the business day after the request is processed. Withdrawals presented on the Statement of Changes in Fiduciary Net Position include any applicable sales charges (See Note 3(d)). (h) Grant Programs FAME makes matching grants to encourage account opening, subsequent contributions, and use of automated funding options. Included in the net position of the Principal Plus Portfolio in the Client Direct Series is the portion of the Maine Administration Fee utilized by FAME with respect to the Maine Matching Grant Program, which is designed to segregate in a separate account assets awarded to certain participants who are either Maine residents or who open accounts for designated beneficiaries who are Maine residents. Restrictions and conditions apply to the receipt and use of matching grants. Maine Matching Grant Program funds remain the property of FAME, invested at the discretion of FAME, until withdrawn for qualified higher education expenses of the designated beneficiaries. Contributions to the Matching Grant Program are reflected in the Statement of Changes in Fiduciary Net Assets in the year they are funded by FAME. During the year ended June 30, 2016, matching grant contributions totaled $4,330,106, and as of June 30, 2016, cumulative Matching Grant Program funds totaled $11,422,410. In addition, FAME has entered into an Administration Agreement with the Alfond Scholarship Foundation (“ASF”) dated June 19, 2008, as amended, pursuant to which FAME administers the Harold Alfond College Challenge (“HACC”). The HACC provides a $500 grant for qualified higher education expenses to eligible Maine children (“HACC Grant”). Prior to an amendment to the Administration Agreement dated May 8, 2014, the HACC Grant was available to Maine resident babies named as designated beneficiaries of NextGen accounts by age one. Pursuant to the May 8, 2014 amendment, the HACC Grant is awarded to eligible Maine children, retroactive to January 1, 2013, through an account owned by ASF, eliminating the requirement of a NextGen account for the recipient child. HACC Grant funds are reflected in the H Unit Class created in the BlackRock Age-Based 0-7 Years and 8-10 Years Portfolios in the Client Direct Series, effective July 14, 2008, for the purpose of investing funds received from ASF for HACC Grants. Restrictions and conditions apply to the receipt and use of HACC Grants. HACC Grant funds remain the property of ASF, and are invested at the discretion of ASF, until withdrawn for qualified higher education expenses of the intended recipients. HACC Grant funds are reflected in the Statement of Changes in Fiduciary Net Position in the year they are funded by ASF. During the year ended June 30, 2016, HACC grant funding totaled $5,954,845, and as of June 30, 2016, cumulative HACC Grant funds totaled $36,239,239. (i) Exchanges and Transfers Subject to certain limitations and restrictions, participants may generally direct that their assets be reinvested in one or more different Portfolios once each calendar year. In addition, for each of the age-based Portfolios, account balances will automatically be exchanged into more conservative Portfolios as the beneficiary ages. These transfers of funds between Portfolios are referred to as “exchanges.” Under certain conditions, account assets may be transferred from one beneficiary to another or from one account owner to another. These transactions are referred to as “transfers.” The amounts of contributions and withdrawals reported on the Statement of Changes in Fiduciary Net Position do not include these exchanges or transfers, as they have no impact on the overall financial position of the Program. (j) Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to those financial statements. Actual results could differ from the Program management’s estimates. (k) Recently Adopted Accounting Standards In February 2015, the GASB issued Statement No. 72, Fair Value Measurement and Application, which addresses accounting and financial reporting issues related to fair value measurements, with the overarching goal of enhancing comparability of governmental financial statements and related note disclosures. The Program adopted the provisions of this statement on July 1, 2015. Adoption of this statement had no impact on amounts previously


13


(k) Recently Adopted Accounting Standards (Continued) reported in the Program’s financial statements. Additional disclosures regarding the Program’s policy for determining fair value are included in Note 2(b), and additional information regarding the Program’s investments is included in Note 4.

NOTE 3: PROGRAM FEES AND EXPENSES

(a) Management Fee The Management Agreement provides that Merrill Lynch receives a monthly fee for performing various administrative, recordkeeping, investment and marketing services (the “Management Fee”). The Management Fee is accrued daily based on the net position of each Portfolio, to the extent applicable. The Management Fee may be reduced or waived by Merrill Lynch at any time, on a temporary or permanent basis. Merrill Lynch may pay a portion of the Management Fee to FDS for acting as Portfolio Servicing Agent. Merrill Lynch may also receive compensation from Sub-Advisors or from Portfolio investments. The following summarizes the Management Fee structure during the year ended June 30, 2016:

kk

BlackRock

Portfolios

Principal (Excluding the

Unit Plus iShares iShares All Other

Class Portfolio Portfolios Portfolios) Portfolios (1)

A 0.35% 0.50% 0.00% 0.00%C 0.35% 1.25% 0.75% 0.75%

Direct 0.20% 0.20% 0.07% / 0.00%(2) 0.00%

(1) Applies to all other Portfolios, except the NextGen Savings Portfolio, which is not charged the Management Fee.

(2) The BlackRock Equity Index Portfolio is 0.07%. All other BlackRock Portfolios are 0.00%. (b) Maine Administration Fee The Management Agreement provides that FAME receives a monthly fee as administrator of the Program (the “Maine Administration Fee”). The Maine Administration Fee applies only to A and C units in the Client Select Series and is accrued daily based on the net position of each Portfolio. An account may be entitled to a rebate of the Maine Administration Fee, if the participant or beneficiary is a Maine resident and has an account balance at the end of the calendar year of at least $1,000 in a Portfolio that is subject to the Maine Administration Fee, subject to a minimum rebate of $2.00. The following summarizes the Maine Administration Fee structure during the year ended June 30, 2016:

Unit iShares All Other

Class Portfolios Portfolios (1)

A 0.09% 0.11%

C 0.09% 0.11%

(1) Applies to all other Portfolios, except the NextGen Savings Portfolio, which is not charged the Maine Administration Fee. (c) Sales Charges Participants who purchase A or C Units in the Client Select Series may be subject to initial sales charges and contingent deferred sales charges (CDSC). Participants investing in the A Unit Class are currently required to pay an initial sales charge ranging from 0.00% to 4.00% for the AllianzGI Capital Income Portfolio, BlackRock Fixed Income Portfolio, Franklin Templeton Global Bond Portfolio, Lord Abbett Total Return Portfolio, MFS Fixed Income Portfolio, PIMCO Real Return Portfolio and all iShares Portfolios. There is no initial sales charge applied to the Principal Plus Portfolio or the NextGen Savings Portfolio. For all other Portfolios, the initial sales charge ranges from 0.00% to 5.25%. The amount of the initial sales charge is determined based on a participant’s eligible assets and is subject to waiver under certain circumstances.


14

NOTE 3: PROGRAM FEES AND EXPENSES (Continued)

(c) Sales Charges (Continued) A CDSC of up to 0.50% is applied to A Unit Class contributions not subject to an initial sales charge (except the Principal Plus Portfolio and the NextGen Savings Portfolio) if they are withdrawn, transferred or rolled over from an account within one year of the contribution. No initial sales charge is applied to C Units, but a CDSC of up to 1.00% is applied to C Unit Class contributions in all Portfolios (except in Principal Plus Portfolio and the NextGen Savings Portfolio) if they are withdrawn, transferred or rolled over from an account within one year of the contribution. (d) Underlying Investment Expense In addition to the fees described above, each Portfolio (except the Principal Plus Portfolio and the NextGen Savings Portfolio) indirectly bears its proportional share of the fees and expenses incurred by its underlying investments. These expenses are not direct expenses paid from the Program Fund’s assets, and therefore, are not included in expenses on the Program Fund’s Financial Statements.

NOTE 4: INVESTMENTS

(a) Investments by Type The following details the asset classes held in each Portfolio as of June 30, 2016. For purposes of presentation in the tables that follow, the asset class for each Portfolio’s underlying investment is determined based on the principal asset class attributable to that underlying investment. Certain underlying investments may include in their asset holdings more than one type of asset class. The percentages for each asset class represent the percent of the total value of underlying investments held in each specific Portfolio.

Investment Type Amount % Amount % Amount %

Domestic Equity Funds 14,712,346$ 42.3% 5,757,982$ 36.4% 3,960,070$ 21.5%

International Equity Funds 1,985,939 5.7% 904,108 5.7% 174,500 0.9%

Alternative Investment Funds 3,391,495 9.7% 1,193,655 7.5% 985,503 5.4%

Investment Grade Fixed Income Funds 2,491,418 7.1% 2,094,464 13.2% 4,098,020 22.3%

Non-Investment Grade Fixed Income Funds - - 787,042 5.0% 3,097,217 16.9%

Mixed Asset Funds 12,265,357 35.2% 5,100,068 32.2% 4,622,715 25.2%

Cash Allocation Account(1) - - - - 1,435,020 7.8%

Total 34,846,555$ 100.0% 15,837,319$ 100.0% 18,373,045$ 100.0%


Domestic Equity Funds 1,331,673$ 10.9% 391,112$ 3.9% -$ -

Alternative Investment Funds 658,521 5.3% 215,203 2.2% 144,875 2.2%


Non-Investment Grade Fixed Income Funds 1,832,369 14.9% 1,980,038 19.9% 1,909,853 28.8%

Mixed Asset Funds 1,855,419 15.0% 997,385 10.0% 333,784 5.0%

Cash Allocation Account(1) 1,803,943 14.6% 1,942,618 19.6% 1,362,092 20.6%

Total 12,331,063$ 100.0% 9,936,589$ 100.0% 6,627,618$ 100.0%

AllianzGI Age-Based Portfolios

15-16 Years

0-8 Years 9-11 Years 12-14 Years

19+ Years 17-18 Years

AllianzGI Age-Based Portfolios (Continued)

(1) A summary of investments by type that are held in the Cash Allocation Account is provided in Note 4(d).


15

NOTE 4: INVESTMENTS (Continued)

(a) Investments by Type (Continued)


Domestic Equity Funds 13,496,571$ 42.2% 334,919$ 4.0% 43,081,084$ 100.0%

International Equity Funds 1,821,412 5.7% - - - -

Alternative Investment Funds 3,109,728 9.7% - - - -

Investment Grade Fixed Income Funds 2,286,549 7.2% 4,810,322 56.4% - -

Non-Investment Grade Fixed Income Funds - - 1,279,276 15.0% - - Mixed Asset Funds 11,256,494 35.2% 856,461 10.0% - -

Cash Allocation Account(1) - 1,249,184 14.6% - -

Total 31,970,754$ 100.0% 8,530,162$ 100.0% 43,081,084$ 100.0%

Investment Type Amount %

Investment Grade Fixed Income Funds 16,698,819$ 100.0%

Total 16,698,819$ 100.0%



International Equity Funds 59,121,420 15.2% 33,353,223 11.4% 35,301,536 8.5%



Total 388,859,043$ 100.0% 292,768,784$ 100.0% 413,171,688$ 100.0%






Cash Allocation Account(1) - - 60,367,323 14.7% 121,933,061 64.6%

Total 474,497,443$ 100.0% 410,161,163$ 100.0% 188,865,385$ 100.0%

Real Return

BlackRock Age-Based Portfolios (Continued)

NFJ Dividend Value

Other AllianzGI Portfolios

Capital Growth and Income

11-13 Years

PIMCO Portfolio

8-10 Years

17-19 Years

0-7 Years

BlackRock Age-Based Portfolios

20+ Years 14-16 Years

Capital Income



16




Domestic Equity Funds 326,298,915$ 81.0% 170,481,929$ 60.8% -$ -

International Equity Funds 76,601,063 19.0% 40,058,357 14.3% - -

Investment Grade Fixed Income Funds - - 46,349,940 16.5% 78,034,857 69.7%

Non-Investment Grade Fixed Income Funds - - 20,662,858 7.4% 32,752,380 29.3%


Total 402,899,978$ 100.0% 280,291,835$ 100.0% 111,888,759$ 100.0%



Mixed Asset Funds - - - - 930,149,429 100.0%

Total 53,650,666$ 100.0% 67,002,889$ 100.0% 930,149,429$ 100.0%



International Equity Funds - - 2,105,867 9.6% - -

Investment Grade Fixed Income Funds - - 7,488,551 34.1% - -

Non-Investment Grade Fixed Income Funds - - 3,255,722 14.8% - -

Cash Allocation Account(1) - - 214,803 1.0% - -

Total 57,513,369$ 100.0% 21,972,531$ 100.0% 29,629,051$ 100.0%




Alternative Investment Funds 7,765,896 6.3% 2,130,446 4.2% 1,794,784 3.2%


Total 123,448,580$ 100.0% 50,475,244$ 100.0% 56,549,908$ 100.0%


Domestic Equity Funds 11,065,526$ 22.3% 3,914,997$ 15.3% 267,478$ 4.1%

International Equity Funds 2,984,305 6.0% 1,007,626 3.9% 62,206 1.0%

Alternative Investment Funds 1,089,052 2.2% 296,226 1.2% - -


Total 49,672,037$ 100.0% 25,621,464$ 100.0% 6,459,487$ 100.0%

17-19 Years 20+Years

iShares Age-Based Portfolios

Balanced Equity Index

Fixed Income 75% Equity

8-10 Years

Equity Dividend

Other BlackRock Portfolios

Large Cap Growth

100% Equity

Other BlackRock Portfolios (Continued)

Other BlackRock Portfolios (Continued)

Global Allocation

iShares Age-Based Portfolios (Continued)

Large Cap Core

11-13 Years

14-16 Years

0-7 Years



17




Domestic Equity Funds 97,815,630$ 72.9% -$ - -$ -

International Equity Funds 26,357,558 19.7% - - - -

Alternative Investment Funds 9,988,573 7.4% - - - -

Investment Grade Fixed Income Funds - - 15,432,975 79.8% - -

Non-Investment Grade Fixed Income Funds - - 3,917,478 20.2% - -

Mixed Asset Funds - - - - 6,156,692 100.0%

Total 134,161,761$ 100.0% 19,350,453$ 100.0% 6,156,692$ 100.0%


Mixed Asset Funds 26,625,068$ 100.0% 15,498,564$ 100.0% 2,622,619$ 100.0%

Total 26,625,068$ 100.0% 15,498,564$ 100.0% 2,622,619$ 100.0%




Investment Grade Fixed Income Funds - - 55,381,763 17.5% 142,593,607 35.0%Non-Investment Grade Fixed Income Funds - - 7,992,062 2.5% 20,592,991 5.1%


Total 227,836,780$ 100.0% 316,322,053$ 100.0% 407,190,059$ 100.0%


Domestic Equity Funds 54,855,704$ 17.8% -$ - 147,103,434$ 71.8%

International Equity Funds 22,317,475 7.2% - - 57,903,336 28.2%

Investment Grade Fixed Income Funds 162,011,075 52.5% 55,208,563 70.1% - - Non-Investment Grade Fixed Income Funds 23,389,617 7.6% 7,978,292 10.1% - -

Cash Allocation Account(1) 45,812,308 14.9% 15,610,661 19.8% - -

Savings - - - - - -

Total 308,386,179$ 100.0% 78,797,516$ 100.0% 205,006,770$ 100.0%

Other iShares Portfolios

Core Growth Allocation

Other FranklinTempleton Portfolios

Core Moderate Allocation

21+ Years

13-16 Years

Growth

0-8 Years

Diversified Fixed IncomeDiversified Equity

FranklinTempleton Age-Based Portfolios

9-12 Years

Balanced

Core Conservative Allocation

Other iShares Portfolios (Continued)

FranklinTempleton Age-Based Portfolios (Continued)

17-20 Years



18





International Equity Funds 46,640,452 21.7% 17,210,461 14.5% - -

Investment Grade Fixed Income Funds 37,667,495 17.5% 41,693,289 35.0% 34,418,996 100.0%Non-Investment Grade Fixed Income Funds 5,436,344 2.5% 6,014,840 5.1% - -

Cash Allocation Account(1) 10,649,781 4.9% 11,788,616 9.9% - -

Total 215,160,036$ 100.0% 119,050,391$ 100.0% 34,418,996$ 100.0%



Total 23,598,209$ 100.0% 37,446,299$ 100.0% 40,161,577$ 100.0%



International Equity Funds - - 13,482,385 18.7% 26,885,919 18.2%

Investment Grade Fixed Income Funds - - - - 23,147,385 15.7%

Non-Investment Grade Fixed Income Funds - - - - 7,375,392 5.0%

Total 53,567,239$ 100.0% 71,935,733$ 100.0% 147,484,541$ 100.0%





Non-Investment Grade Fixed Income Funds 7,145,392 4.9% - - - -

Cash Allocation Account(1) 7,144,219 4.9% 12,285,599 9.9% 11,287,166 9.8%

Total 144,546,065$ 100.0% 124,367,131$ 100.0% 114,862,242$ 100.0%



International Equity Funds - - 49,829,256 18.6% - -

Investment Grade Fixed Income Funds 90,319,835 60.5% - - 29,563,603 71.0%

Non-Investment Grade Fixed Income Funds - - - - 12,081,072 29.0%

Cash Allocation Account(1) 29,164,327 19.5% - - - -

Total 149,217,135$ 100.0% 267,376,447$ 100.0% 41,644,675$ 100.0%

Mutual Shares

MFS Age-Based Portfolios

Large Cap Growth

MFS Age-Based Portfolios (Continued)

MFS Age-Based Portfolios (Continued)

MainStay Portfolio

Other FranklinTempleton Portfolios (Continued)

Growth and Income

Other FranklinTempleton Portfolios (Continued)

11-13 Years

Small-Mid Cap

6-10 Years

14-15 Years 16-17 Years

0-5 Years

Balanced Global Bond

Fixed Income

Small Cap Value

Other MFS Portfolios

18+ Years Equity



19



Investment Type Amount % Amount %

Domestic Equity Funds 57,383,158$ 100.0% -$ - International Equity Funds - - 46,776,200 100.0%

Total 57,383,158$ 100.0% 46,776,200$ 100.0%


International Equity Funds -$ - 32,464,091$ 100.0%Investment Grade Fixed Income Funds 58,218,846 100.0% - -

Total 58,218,846$ 100.0% 32,464,091$ 100.0%


Guaranteed Interest Account 270,199,296$ 100.0% -$ -

Bank Deposit Account - - 59,436,670 100.0%

Total 270,199,296$ 100.0% 59,436,670$ 100.0%

Principal Plus Portfolio NextGen Savings Portfolio

Other MFS Portfolios (Continued)

Value Research International

Total Return International Equity

Lord Abbett PortfolioNeuberger Berman

Portfolio

A summary of investments by asset class for the Program Fund is as follows:

Investment Type Amount %

Domestic Equity Funds 3,355,555,780 39.5%

International Equity Funds 891,199,597 10.5%

Alternative Investment Funds 32,763,957 0.4%

Investment Grade Fixed Income Funds 2,094,197,656 24.7%

Non-Investment Grade Fixed Income Funds 375,493,560 4.4%

Mixed Asset Funds 1,018,340,055 12.0%

Cash Allocation Account(1) 393,864,661 4.6%

Guaranteed Interest Account 270,199,296 3.2%

Bank Deposit Account 59,436,670 0.7%

Total 8,491,051,232$ 100.0%

NextGen Totals



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(b) Net Appreciation (Depreciation) in Value of Investments Net appreciation (depreciation) in value of investments reported on the Statement of Changes in Fiduciary Net Position includes net realized and unrealized gains and losses, as follows:

Portfolio

Net Unrealized Gain (Loss) on

Investments

Net Realized Gain (Loss) on

Investments Sold

AllianzGI Age-Based 0-8 Years Portfolio 724,368$ (3,080,229)$ (2,355,861)$

AllianzGI Age-Based 9-11 Years Portfolio 598,343 (1,463,564) (865,221)

AllianzGI Age-Based 12-14 Years Portfolio 506,500 (1,141,981) (635,481)

AllianzGI Age-Based 15-16 Years Portfolio 365,339 (604,565) (239,226)

AllianzGI Age-Based 17-18 Years Portfolio 237,219 (394,418) (157,199)

AllianzGI Age-Based 19+ Years Portfolio 123,681 (143,261) (19,580)

AllianzGI Capital Growth and Income Portfolio 362,587 (2,485,284) (2,122,697)

AllianzGI Capital Income Portfolio 99,211 (284,740) (185,529)

AllianzGI NFJ Dividend Value Portfolio (3,430,703) 942,121 (2,488,582)

PIMCO Real Return Portfolio 688,589 (323,190) 365,399

BlackRock Age-Based 0-7 Years Portfolio (36,745,370) 8,706,466 (28,038,904)




BlackRock Age-Based 17-19 Years Portfolio (7,596,986) 979,691 (6,617,295)

BlackRock Age-Based 20+ Years Portfolio (576,922) (217,559) (794,481)

BlackRock 100% Equity Portfolio (48,257,874) 8,805,581 (39,452,293)

BlackRock 75% Equity Portfolio (27,103,654) 5,049,906 (22,053,748)

BlackRock Fixed Income Portfolio (1,698,346) 110,488 (1,587,858)

BlackRock Large Cap Core Portfolio (4,094,021) 1,050,299 (3,043,722)

BlackRock Large Cap Growth Portfolio (5,284,501) 2,324,730 (2,959,771)

BlackRock Global Allocation Portfolio (116,072,174) (5,875,662) (121,947,836)

BlackRock Equity Dividend Portfolio (5,077,808) 76,903 (5,000,905)

BlackRock Balanced Portfolio (654,010) (186,367) (840,377)

BlackRock Equity Index Portfolio 361,806 192,274 554,080

iShares Age-Based 0-7 Years Portfolio 3,802,988 600,989 4,403,977 (1)




iShares Age-Based 17-19 Years Portfolio 568,069 87,741 655,810 (1)

iShares Age-Based 20+ Years Portfolio 53,692 7,142 60,834 (1)

iShares Diversified Equity Portfolio 3,375,656 466,633 3,842,289 (1)

iShares Diversified Fixed Income Portfolio 503,896 43,329 547,225 (1)

iShares Core Conservative Allocation Portfolio 169,276 14,740 184,016 (1)

iShares Core Growth Allocation Portfolio 273,015 95,507 368,522 (1)

iShares Core Moderate Allocation Portfolio 340,358 34,852 375,210 (1)

iShares Balanced Portfolio 64,629 5,541 70,170 (1)

Net Appreciation (Depreciation) in

Value of Investments

(1) As disclosed in Note 2(b), the iShares Portfolios invest in units of participation in a series of Master Trusts. Dividends and interest attributable to investments held in the Master Trusts are paid to the Master Trusts, rather than to the iShares Portfolios, and increase the net asset value per unit, resulting in net appreciation in the value of the investments in the iShares Portfolios.


21


(b) Net Appreciation (Depreciation) in Value of Investments (Continued)

Portfolio

Net Unrealized Gain (Loss) on

Investments

Net Realized Gain (Loss) on

Investments Sold

Franklin Templeton Age-Based 0-8 Years Portfolio (33,980,107)$ 6,546,570$ (27,433,537)$

Franklin Templeton Age-Based 9-12 Years Portfolio (31,933,303) 3,161,860 (28,771,443)

Franklin Templeton Age-Based 13-16 Years Portfolio (27,117,015) 765,329 (26,351,686)

Franklin Templeton Age-Based 17-20 Years Portfolio (11,435,622) (1,178,672) (12,614,294)

Franklin Templeton Age-Based 21+ Years Portfolio (780,775) (830,196) (1,610,971)

Franklin Templeton Growth Portfolio (26,005,394) 3,097,080 (22,908,314)

Franklin Templeton Growth and Income Portfolio (22,155,785) 2,863,555 (19,292,230)

Franklin Templeton Balanced Portfolio (8,558,505) 471,004 (8,087,501)

Franklin Templeton Global Bond Portfolio (1,809,754) (957,008) (2,766,762)

Franklin Templeton Mutual Shares Portfolio (3,586,247) 1,100,205 (2,486,042)

Franklin Templeton Small Cap Value Portfolio (4,372,829) 1,225,712 (3,147,117)

Franklin Templeton Small-Mid Cap Growth Portfolio (7,397,805) (106,792) (7,504,597)

Lord Abbett Total Return Portfolio 1,158,196 (189,447) 968,749

MainStay Large Cap Growth Portfolio (8,991,383) 932,539 (8,058,844)

MFS Age-Based 0-5 Years Portfolio (8,377,411) 5,656,854 (2,720,557)





MFS Age-Based 18+ Years Portfolio (277,056) 661,966 384,910

MFS Equity Portfolio (25,876,188) 14,229,311 (11,646,877)

MFS Fixed Income Portfolio (176,728) (108,051) (284,779)

MFS Value Portfolio (1,462,076) 1,333,007 (129,069)

MFS Research International Portfolio (8,240,202) 1,075,187 (7,165,015)

Neuberger Berman International Equity Portfolio (2,587,610) (159,912) (2,747,522)

Total (554,112,703)$ 80,745,385$ (473,367,318)$

Net Appreciation (Depreciation) in

Value of Investments

The calculation of realized gains and losses on investments sold is determined based on sales proceeds and the original cost of investments sold and is independent of a calculation of the net change in value of investments. Realized gains and losses on investments sold in the current year that have been held for more than one year were included in net investment income reported for the previous year or years (as part of the change in value) for those years. The following table calculates the net appreciation (depreciation) in value of investments during the year ended June 30, 2016:

PortfolioValue at End of the Year

Less Cost of Investments Purchased

During the Year

Plus Proceeds of Investments Sold During the

Year

Less Value at Beginning of the

Year

Net Appreciation

(Depreciation) in Value of

Investments

AllianzGI Age-Based 0-8 Years Portfolio 34,846,555$ (36,639,696)$ 34,793,370$ 35,356,090$ (2,355,861)$

AllianzGI Age-Based 9-11 Years Portfolio 15,837,319 (18,770,624) 17,288,913 15,220,829 (865,221)




22





During the Year

Plus Proceeds of Investments

Sold During the Year


Year

Net Appreciation

(Depreciation) in Value of Investments

AllianzGI Age-Based 17-18 Years Portfolio 9,936,589$ (11,350,271)$ 10,335,438$ 9,078,955$ (157,199)$

AllianzGI Age-Based 19+ Years Portfolio 6,627,618 (6,195,787) 4,266,135 4,717,546 (19,580)

AllianzGI Capital Growth and Income Portfolio 31,970,754 (33,249,650) 31,202,830 32,046,631 (2,122,697)

AllianzGI Capital Income Portfolio 8,530,162 (7,031,310) 6,464,038 8,148,419 (185,529)

AllianzGI NFJ Dividend Value Portfolio 43,081,084 (4,430,152) 3,919,770 45,059,284 (2,488,582)

PIMCO Real Return Portfolio 16,698,819 (1,998,200) 2,695,830 17,031,050 365,399

BlackRock Age-Based 0-7 Years Portfolio 388,859,043 (116,140,873) 96,414,637 397,171,711 (28,038,904)





BlackRock Age-Based 20+ Years Portfolio 188,865,385 (48,129,234) 27,465,600 168,996,232 (794,481)

BlackRock 100% Equity Portfolio 402,899,978 (94,223,661) 91,564,214 439,692,824 (39,452,293)

BlackRock 75% Equity Portfolio 280,291,835 (54,340,892) 64,955,336 312,960,027 (22,053,748)

BlackRock Fixed Income Portfolio 111,888,759 (10,835,820) 14,191,691 116,832,488 (1,587,858)

BlackRock Large Cap Core Portfolio 53,650,666 (5,957,807) 5,291,357 56,027,938 (3,043,722)

BlackRock Large Cap Growth Portfolio 67,002,889 (9,998,923) 5,965,230 65,928,967 (2,959,771)

BlackRock Global Allocation Portfolio 930,149,429 (117,353,364) 74,611,245 1,009,355,146 (121,947,836)

BlackRock Equity Dividend Portfolio 57,513,369 (17,114,427) 4,187,664 49,587,511 (5,000,905)

BlackRock Balanced Portfolio 21,972,531 (8,164,748) 2,183,841 16,832,001 (840,377)

BlackRock Equity Index Portfolio 29,629,051 (11,972,066) 952,515 18,055,420 554,080

iShares Age-Based 0-7 Years Portfolio 123,448,580 (47,295,346) 1,983,949 73,733,206 4,403,977




iShares Age-Based 17-19 Years Portfolio 25,621,464 (14,339,852) 2,311,883 12,937,685 655,810

iShares Age-Based 20+ Years Portfolio 6,459,487 (4,510,381) 986,244 2,874,516 60,834

iShares Diversified Equity Portfolio 134,161,761 (41,801,617) 1,304,028 89,821,883 3,842,289

iShares Diversified Fixed Income Portfolio 19,350,453 (8,028,983) 1,143,664 11,917,909 547,225

iShares Core Conservative Allocation Portfolio 6,156,692 (3,155,290) 584,683 3,402,069 184,016

iShares Core Growth Allocation Portfolio 26,625,068 (9,898,104) 1,849,915 18,208,357 368,522

iShares Core Moderate Allocation Portfolio 15,498,564 (6,434,971) 1,390,961 10,079,344 375,210

iShares Balanced Portfolio 2,622,619 (1,619,719) 407,887 1,340,617 70,170

Franklin Templeton Age-Based 0-8 Years Portfolio 227,836,780 (34,088,852) 56,552,963 277,734,428 (27,433,537)




Franklin Templeton Age-Based 21+ Years Portfolio 78,797,516 (35,402,409) 26,426,711 71,432,789 (1,610,971)

Franklin Templeton Growth Portfolio 205,006,770 (22,964,760) 23,376,498 228,326,822 (22,908,314)


23





During the Year

Plus Proceeds of Investments

Sold During the Year


Year

Net Appreciation

(Depreciation) in Value of Investments

Franklin Templeton Growth and Income Portfolio 215,160,036$ (37,473,086)$ 44,841,725$ 241,820,905$ (19,292,230)$

Franklin Templeton Balanced Portfolio 119,050,391 (26,661,492) 31,783,549 132,259,949 (8,087,501)

Franklin Templeton Global Bond Portfolio 34,418,996 (2,985,907) 4,999,021 39,198,872 (2,766,762)

Franklin Templeton Mutual Shares Portfolio 23,598,209 (3,357,557) 2,736,217 25,462,911 (2,486,042)

Franklin Templeton Small Cap Value Portfolio 37,446,299 (5,848,887) 3,574,943 38,319,472 (3,147,117)

Franklin Templeton Small-Mid Cap Growth Portfolio 40,161,577 (7,873,329) 3,178,974 42,971,819 (7,504,597)

Lord Abbett Total Return Portfolio 58,218,846 (5,511,262) 7,659,930 59,398,765 968,749

MainStay Large Cap Growth Portfolio 53,567,239 (15,745,808) 4,207,507 50,087,782 (8,058,844)

MFS Age-Based 0-5 Years Portfolio 71,935,733 (16,898,373) 16,377,902 74,135,819 (2,720,557)





MFS Age-Based 18+ Years Portfolio 149,217,135 (39,005,556) 21,531,176 131,357,845 384,910

MFS Equity Portfolio 267,376,447 (24,810,096) 31,949,471 286,162,699 (11,646,877)

MFS Fixed Income Portfolio 41,644,675 (5,170,064) 6,194,114 42,953,504 (284,779)

MFS Value Portfolio 57,383,158 (12,197,378) 3,241,630 48,556,479 (129,069)

MFS Research International Portfolio 46,776,200 (4,025,255) 5,187,807 55,103,767 (7,165,015)

Neuberger Berman International Equity Portfolio 32,464,091 (3,607,425) 3,032,919 34,637,107 (2,747,522)

Principal Plus Portfolio 270,199,296 (132,568,603) 106,413,071 244,043,764 -

NextGen Savings Portfolio 59,436,670 (28,195,520) 9,836,944 41,078,094 -

Total 8,491,051,232$ (2,079,490,854)$ 1,625,090,601$ 8,510,018,297$ (473,367,318)$ (c) Investment Risk Disclosures The Program’s investments are exposed to various risks, such as interest rate, market and credit risk. It is at least reasonably possible that changes in fair values could occur in the near term, and such changes could materially affect participant balances and amounts reported in the Program’s Basic Financial Statements. GASB Statement No. 3, Deposits with Financial Institutions, Investments (including Repurchase Agreements), and Reverse Repurchase Agreements, GASB Statement No. 40, Deposit and Investment Risk Disclosures and GASB Statement No. 59, Financial Instruments Omnibus, require that certain disclosures be made related to the Program’s investment policy and its exposure to credit risk, interest rate risk and foreign currency risk, which are included in the paragraphs that follow. Investment Policy The Program’s investment objectives and performance monitoring requirements are set forth in the Investment Policy and Monitoring Guidelines. Generally, the Program’s objectives include providing diverse investment options through the Direct and Select Series, structured for different levels of risk tolerance, time horizons and investment management preferences, while maintaining asset based fees at a competitive level. While the Investment Policy and Monitoring Guidelines do not specify permissible investments for the Program or address credit risk, interest rate risk, concentrations of credit risk or foreign currency risk, the assets of each Portfolio are invested according to an allocation strategy recommended by Merrill Lynch and the Portfolio’s Sub-Advisor and approved by FAME. Any changes to the investment strategy must be approved by FAME.


24


(c) Investment Risk Disclosures (Continued) Credit Risk Credit risk is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. The Portfolios’ investments in mutual funds and ETFs which invest in fixed income securities, the Principal Plus Portfolio and the Cash Allocation Account may be exposed to credit risk. None of the mutual funds or ETFs in which the Portfolios invest are rated by a nationally recognized statistical rating organization (“NRSRO”) except for the iShares 1-3 Year Treasury Bond ETF, the iShares Core U.S. Aggregate Bond ETF, the iShares iBoxx $ High Yield Corporate Bond ETF and the iShares Short Treasury Bond ETF, which carry ratings of AAf, Af, B-f and AAAf, respectively, at June 30, 2016. The GIA in which the Principal Plus Portfolio invests has not been rated. Credit ratings for the investments held in the Cash Allocation Account are provided in Note 4(d).

Custodial Credit Risk Investment securities are exposed to custodial credit risk if the securities are uninsured, are not registered in the name of the government and are held by either the counterparty or the counterparty’s trust department or agent but not in the government’s name. Deposits are exposed to custodial credit risk if they are not covered by depository insurance and they are uncollateralized or collateralized with securities held by the pledging financial institution, or collateralized with securities held by the pledging financial institution’s trust department or agent but not in the depositor-government’s name. The Program’s investments in mutual funds and ETFs are not subject to custodial credit risk disclosure requirements. In addition, the GIA held in the Principal Plus Portfolio is considered a contractual investment, rather than an investment security, and is not exposed to custodial credit risk. While the GIA is not rated by any nationally recognized statistical rating organization, its respective issuer is rated AA+ by Standard and Poor’s. The Cash Allocation Account’s investments are registered in the name of State Street as custodian and held in a separate account in the name of the Cash Allocation Account. The Cash Allocation Account may invest in bank deposit products, and these balances are not covered by depository insurance. Account balances invested in the Bank Deposit Account through the NextGen Savings Portfolio are covered by depository insurance at the individual account level, to the extent applicable under FDIC regulations. Concentration of Credit Risk A concentration of credit risk is the risk of loss attributed to the magnitude of the Program’s investments in a single issuer. Investments in mutual funds, ETFs or securities that are issued or explicitly guaranteed by the U.S. government are not subject to concentration of credit risk disclosure requirements. There are no investments in the Cash Allocation Account that represent 5% or more of the total investments of the Cash Allocation Account. Interest Rate Risk Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. Certain Portfolios invest in mutual funds and ETFs that are exposed to interest rate risk due to underlying debt securities. In general, the value of a debt security will increase when interest rates decline and decrease when interest rates increase. Prices of longer term securities generally change more in response to interest rate changes than the prices of shorter term securities. Average maturity is a measure of sensitivity to interest rate risk. Average maturity is the average length of time until fixed income securities held by a fund reach maturity and will be repaid, taking into consideration the possibility that the issuer may call the security before its maturity date. In general, the longer the average maturity, the more a fund’s value will fluctuate in response to changes in interest rates. As of June 30, 2016, the average maturities of the bond mutual funds and ETFs in which the Portfolios invest ranged from 0.44 years to 8.07 years.


25


(c) Investment Risk Disclosures (Continued) Foreign Currency Risk Foreign currency risk is the risk that changes in exchange rates will adversely affect the fair value of an investment. Due to the nature of the Program’s investments, the Program does not have any direct exposure to foreign currency risk. Certain mutual funds and ETFs in which the Portfolios invest include foreign securities in their underlying asset holdings, and these mutual funds and ETFs may indirectly expose the Program to foreign currency risk. There are certain additional risks involved when investing in foreign securities that are not inherent to investments in domestic securities. These risks may include foreign currency exchange rate fluctuations, adverse political and economic developments and the possible prevention of currency exchange or other foreign governmental laws or restrictions. (d) Cash Allocation Account The following summarizes the investments by type in the Cash Allocation Account as of June 30, 2016, as well as the weighted average maturity and credit quality ratings.

Investment Type Value(1) S&P RatingMoody's Rating

Certificates of Deposit 37,017,850$ 169.82 69.28 A-1 to A-1+ P-1 to (P)P-1

Certificates of Deposit - Yankee 55,029,020 144.11 77.33 A-1 to A-1+ P-1 to (P)P-1

Commercial Paper 218,486,887 70.84 54.53 NR to A-1+ P-2 to P-1

Corporate Notes 58,015,731 155.83 149.72 A to AA A1 to Aa3

U.S. Government Sponsored Entities Entity Obligations 8,500,883 156.40 156.40 A-1+ to AA+ Aaa

Municipal Variable Rate Demand Notes 10,605,000 7,769.58 6.28 A-1 NR

Treasury Securities 23,501,615 30.41 30.41 A-1+ to AA+ Aaa

Total 411,156,986$

Weighted Average

Maturity (Days)

Weighted Average Days to

Interest Rate Reset Date

(1) Value represents fair value, where applicable, determined based on most recent bid prices (Level 2 inputs).

NOTE 5: SUBSEQUENT EVENTS

The NextGen College Investing Plan Client Select Series Program Description and Participation Agreement dated September 21, 2015, amended by Supplements dated December 14, 2015, December 15, 2015, and April 25, 2016, and the Client Direct Series Program Description and Participation Agreement dated September 21, 2015, amended by Supplement dated April 25, 2016, were each amended by Supplement dated September 19, 2016. The changes to take place effective October 17, 2016 in the Client Select Series include the close and removal of the Allianz/PIMCO Portfolios, and the transfer of assets invested in those Portfolios to existing and new Portfolios within the Client Select Series. The new Portfolios effective October 17, 2016 in the Client Select Series are the American Century Inflation-Adjusted Bond Portfolio, to consist solely of the American Century Inflation-Adjusted Bond Fund, and the MFS Conservative Mixed Asset Portfolio. The latter consists of the same underlying funds as the existing MFS Age-Based 18+ Years Portfolio. In addition, the Franklin Flex Cap Growth Fund, an underlying fund in certain Franklin Templeton Portfolios in the Client Select Series, was reorganized into the Franklin Growth Opportunities Fund and the latter fund was included in those Portfolios as of the effective date of the reorganization. Changes to target asset allocations and target underlying fund allocations will take effect October 17, 2016 in certain BlackRock and iShares Portfolios in both Series.

26

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27

Combining Statements

28


Thomas &Thomas LLP


29




Independent Auditor’s Report on the Combining Statements


We have audited the accompanying Combining Statement of Fiduciary Net Position and Combining Statement of Changes in Fiduciary Net Position (“the Combining Statements”) as of and for the year ended June 30, 2016, and the related Notes to the Combining Statements. The Combining Statements present balances and transactions attributable to each Portfolio offered to participants in the NextGen College Investing Plan (“the Program”) for purposes of additional analysis and are not a required part of the basic financial statements of the Program.

Management’s Responsibility for the Combining Statements

Management is responsible for the preparation and fair presentation of the Combining Statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the Combining Statements that are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on the Combining Statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combining Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Combining Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Combining Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Combining Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Combining Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Combining Statements referred to above presents fairly, in all material respects, the fiduciary net position and changes therein of each Portfolio offered to participants in the NextGen College Investing Plan as of June 30, 2016 and for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

Report on the Financial Statements

We have audited, in accordance with auditing standards generally accepted in the United States of America, the basic financial statements of the NextGen College Investing Plan as of and for the year ended June 30, 2016, and our report thereon dated September 30, 2016, expresses an unmodified opinion on those financial statements.


September 30, 2016 Little Rock, Arkansas

30


NextGen College Investing Plan® Notes to Combining Statements For the Year Ended June 30, 2016

31

The Combining Statement of Fiduciary Net Position and the Combining Statement of Changes in Fiduciary Net Position included on pages 32 through 66 detail balances and activities attributable to each Portfolio offered under the Program during the year ended June 30, 2016, as well as units outstanding, net asset value per unit and one year average returns for each unit class. Collectively, these statements are referred to as “the Combining Statements.” Notes to Combining Statements presented below provide additional explanatory information about certain information included in the Combining Statements. These Notes to Combining Statements and Notes to Financial Statements presented on pages 8 – 25 are essential to obtaining an understanding of the information presented in the Combining Statements.

NOTE 1: UNITS OUTSTANDING

Units outstanding have been rounded to the nearest whole share.

NOTE 2: NET ASSET VALUE PER UNIT

Net asset value per unit is calculated as net position attributable to a specific unit class divided by the actual number of units outstanding, rounded to the nearest hundredth. Net asset value per unit may not recalculate due to rounding or fractional units. Redemption price per unit is equal to net asset value per unit less any applicable contingent deferred sales charge. Where an initial sales charge applies, the offering price per unit will be greater than net asset value per unit.

NOTE 3: ONE YEAR AVERAGE RETURNS

One year average annual return amounts include any applicable Management Fee, Portfolio Servicing Fee or Maine Administration Fee and are based on the net asset value per unit for the period from July 1, 2015 to June 30, 2016, except for the returns of the H unit class of BlackRock Age-Based 8-10 Years Portfolio, which commenced on January 4, 2016. Average annual return is a hypothetical rate of return that, if achieved annually, would have produced the same cumulative total return if performance had been constant over the entire period. Cumulative total return reflects the actual change in value of an investment over a given period. Average annual total return smoothes out variations in performance; it is not the same as actual year-by-year results. Past performance is no guarantee of future performance. Investment returns will fluctuate with market conditions.

NOTE 4: UNDERLYING INVESTMENT EXPENSE

Each Portfolio (except the Principal Plus Portfolio and the NextGen Savings Portfolio) indirectly bears its proportional share of the fees and expenses incurred by its underlying investments. These expenses are not direct expenses paid from the Program Fund’s assets, and therefore, are not included in fees and expenses on the Combining Statements.

NextGen College Investing Plan® Combining Statement of Fiduciary Net Position – Summary Totals June 30, 2016

See notes to financial statements and notes to combining statements.

32

AllianzGI/ Franklin

PIMCO BlackRock Templeton

Total Portfolios Portfolios Portfolios

ASSETSInvestments 8,491,051,232$ 198,233,008$ 4,639,963,890$ 2,013,374,865$

Cash and cash equivalents 5,922,894 102,793 3,214,553 1,370,132 Receivables for units sold 4,154,059 97,459 2,190,958 897,803 Accrued investment income 29,888 591 14,143 10,613

Total Assets 8,501,158,073 198,433,851 4,645,383,544 2,015,653,413

LIABILITIESPayable for securities purchased 2,868,063 89,725 1,366,337 690,028 Withdrawals payable 7,208,888 110,527 4,039,172 1,577,908 Payable for accrued expenses 4,238,201 97,324 2,258,354 1,086,333

Total Liabilities 14,315,152 297,576 7,663,863 3,354,269

FIDUCIARY NET POSITION 8,486,842,921$ 198,136,275$ 4,637,719,681$ 2,012,299,144$


33

Neuberger

MainStay Lord Berman

Large Cap Abbett International Principal NextGen

MFS Growth Total Return Equity Plus Savings

Portfolios Portfolio Portfolio Portfolio Portfolio Portfolio

1,165,593,327$ 53,567,239$ 58,218,846$ 32,464,091$ 270,199,296$ 59,436,670$

993,434 19,263 2,208 2,098 145,524 72,889 386,951 26,203 50,101 17,325 65,903 421,356

4,541 - - - - -

1,166,978,253 53,612,705 58,271,155 32,483,514 270,410,723 59,930,915

642,799 15,100 - 518 35,089 28,467 737,586 30,365 52,309 18,905 176,338 465,778 627,384 25,726 30,165 16,166 96,749 -

2,007,769 71,191 82,474 35,589 308,176 494,245

1,164,970,484$ 53,541,514$ 58,188,681$ 32,447,925$ 270,102,547$ 59,436,670$

NextGen College Investing Plan® Combining Statements of Fiduciary Net Position – Portfolios June 30, 2016


34

AllianzGI AllianzGI AllianzGI AllianzGI AllianzGI Age-Based Age-Based Age-Based Age-Based Age-Based 0-8 Years 9-11 Years 12-14 Years 15-16 Years 17-18 Years Portfolio Portfolio Portfolio Portfolio Portfolio

ASSETS

Investments 34,846,555$ 15,837,319$ 18,373,045$ 12,331,063$ 9,936,589$

Cash and cash equivalents 63,970 3,039 5,599 2,570 10,304

Receivable for securities sold - 27 - 7,734 -

Accrued investment income - - 109 137 147

Total Assets 34,910,525 15,840,385 18,378,753 12,341,504 9,947,040

LIABILITIES

Payable for securities purchased 60,147 3,039 3,019 - 10,304

Withdrawals payable 3,822 27 2,580 10,304 -

Accrued expenses 14,717 7,146 8,886 6,782 5,887

Total Liabilities 78,686 10,212 14,485 17,086 16,191

FIDUCIARY NET POSITION 34,831,839$ 15,830,173$ 18,364,268$ 12,324,418$ 9,930,849$

UNIT INFORMATIONClient Select Series:

A Unit Class

Net position 16,179,543$ 6,449,905$ 6,584,835$ 3,187,729$ 1,837,597$

Units outstanding 1,201,092 499,744 538,980 266,652 157,613

Net asset value per unit 13.47$ 12.91$ 12.22$ 11.95$ 11.66$

C Unit Class

Net position 18,652,296$ 9,380,268$ 11,779,433$ 9,136,689$ 8,093,252$

Units outstanding 1,430,413 730,541 987,965 788,391 722,721



35

AllianzGI AllianzGI AllianzGI AllianzGIAge-Based Capital Growth Capital NFJ Dividend PIMCO AllianzGI/19+ Years and Income Income Value Real Return PIMCOPortfolio Portfolio Portfolio Portfolio Portfolio Totals

6,627,618$ 31,970,754$ 8,530,162$ 43,081,084$ 16,698,819$ 198,233,008$

25 326 1,718 13,686 1,556 102,793

1,260 71,601 3,231 6,292 7,314 97,459

103 - 95 - - 591

6,629,006 32,042,681 8,535,206 43,101,062 16,707,689 198,433,851

- - 1,718 10,488 1,010 89,725

1,285 71,927 3,231 9,490 7,861 110,527

3,981 16,121 4,932 20,956 7,916 97,324

5,266 88,048 9,881 40,934 16,787 297,576

6,623,740$ 31,954,633$ 8,525,325$ 43,060,128$ 16,690,902$ 198,136,275$

824,722$ 10,700,482$ 1,731,556$ 15,112,131$ 6,128,935$

72,549 720,935 128,856 833,781 506,159

11.37$ 14.84$ 13.44$ 18.12$ 12.11$

5,799,018$ 21,254,151$ 6,793,769$ 27,947,997$ 10,561,967$

532,819 1,482,651 532,264 1,616,797 914,584

10.88$ 14.34$ 12.76$ 17.29$ 11.55$

NextGen College Investing Plan® Combining Statements of Fiduciary Net Position – Portfolios (Continued) June 30, 2016


36

BlackRock BlackRock BlackRock BlackRock BlackRockAge-Based Age-Based Age-Based Age-Based Age-Based0-7 Years 8-10 Years 11-13 Years 14-16 Years 17-19 YearsPortfolio Portfolio Portfolio Portfolio Portfolio

ASSETS

Investments 388,859,043$ 292,768,784$ 413,171,688$ 474,497,443$ 410,161,163$


Receivable for securities sold 22,849 331,034 39,943 241,914 -

Accrued investment income - - - - 4,576

Total Assets 389,155,320 293,311,575 413,633,900 475,065,059 410,978,305

LIABILITIES

Payable for securities purchased 152,015 40,191 57,060 - 449,501

Withdrawals payable 144,262 502,601 405,153 567,616 363,066




UNIT INFORMATIONClient Direct Series:

Direct Unit ClassNet position 49,494,246$ 20,861,329$ 20,441,393$ 20,364,167$ 16,350,162$

Units outstanding 3,519,467 1,486,141 1,454,752 1,475,950 1,232,411 Net asset value per unit 14.06$ 14.04$ 14.05$ 13.80$ 13.27$

H Unit Class

Net position 35,881,654$ 357,585$

Units outstanding 2,269,898 33,763 Net asset value per unit 15.81$ 10.59$

Client Select Series:A Unit Class

Net position 143,893,866$ 100,307,291$ 99,681,593$ 119,542,945$ 150,152,622$

Units outstanding 7,335,450 5,363,612 5,567,170 7,153,795 9,784,337


C Unit ClassNet position 159,462,574$ 171,111,945$ 292,833,063$ 334,344,877$ 243,480,118$




37

BlackRock BlackRock BlackRock BlackRockAge-Based BlackRock BlackRock Fixed Large Cap Large Cap20+ Years 100% Equity 75% Equity Income Core GrowthPortfolio Portfolio Portfolio Portfolio Portfolio Portfolio

188,865,385$ 402,899,978$ 280,291,835$ 111,888,759$ 53,650,666$ 67,002,889$

204,002 71,065 20,534 2,366 583 2,511

154,758 211,982 304,861 20,817 95,842 2,205

9,260 - 208 83 - -

189,233,405 403,183,025 280,617,438 111,912,025 53,747,091 67,007,605

31,749 47,393 - - - 2,258

327,010 235,654 325,395 23,181 96,425 2,457

79,656 190,731 157,126 46,628 27,495 32,734

438,415 473,778 482,521 69,809 123,920 37,449

188,794,990$ 402,709,247$ 280,134,917$ 111,842,216$ 53,623,171$ 66,970,156$

5,404,171$ 28,461,414$ 7,274,310$

472,908 2,002,284 702,004

11.43$ 14.21$ 10.36$

80,331,483$ 119,404,470$ 66,463,100$ 44,232,580$ 16,857,157$ 23,726,145$

6,323,072 5,858,717 3,411,201 2,846,078 829,392 1,536,203

12.70$ 20.38$ 19.48$ 15.54$ 20.32$ 15.44$

103,059,336$ 254,843,363$ 213,671,817$ 60,335,326$ 36,766,014$ 43,244,011$

8,862,767 13,616,332 11,957,541 4,248,520 1,969,206 2,990,646

11.63$ 18.72$ 17.87$ 14.20$ 18.67$ 14.46$



38

BlackRock BlackRock BlackRock iSharesGlobal Equity BlackRock Equity Age-Based

Allocation Dividend Balanced Index 0-7 YearsPortfolio Portfolio Portfolio Portfolio Portfolio

ASSETS

Investments 930,149,429$ 57,513,369$ 21,972,531$ 29,629,051$ 123,448,580$


Receivable for securities sold 747,892 11,075 - - -

Accrued investment income - - 16 - -

Total Assets 931,029,247 57,533,518 22,003,777 29,653,844 123,651,758

LIABILITIES

Payable for securities purchased - 5,229 13,783 24,614 176,599

Withdrawals payable 879,818 14,920 17,447 178 26,579

Accrued expenses 472,863 26,337 - 1,660 55,677

Total Liabilities 1,352,681 46,486 31,230 26,452 258,855



Direct Unit ClassNet position 21,972,547$ 29,627,392$ 48,729,321$

Units outstanding 2,129,589 1,762,560 2,852,860

Net asset value per unit 10.32$ 16.81$ 17.08$

H Unit Class

Net position

Units outstanding

Net asset value per unit


Net position 297,764,901$ 22,531,007$ 53,261,802$



C Unit ClassNet position 631,911,665$ 34,956,025$ 21,401,780$




39

iShares iShares iShares iShares iShares iShares iSharesAge-Based Age-Based Age-Based Age-Based Age-Based Diversified Diversified8-10 Years 11-13 Years 14-16 Years 17-19 Years 20+ Years Equity Fixed IncomePortfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio

50,475,244$ 56,549,908$ 49,672,037$ 25,621,464$ 6,459,487$ 134,161,761$ 19,350,453$

88,729 93,596 22,301 26,416 144 130,061 32,560

- - 3,446 - 2,340 - -

- - - - - - -

50,563,973 56,643,504 49,697,784 25,647,880 6,461,971 134,291,822 19,383,013

71,756 73,003 - 11,791 - 111,494 24,209

16,973 20,593 25,747 14,625 2,484 18,567 8,351

27,428 35,504 38,057 19,391 4,639 88,425 12,192

116,157 129,100 63,804 45,807 7,123 218,486 44,752

50,447,816$ 56,514,404$ 49,633,980$ 25,602,073$ 6,454,848$ 134,073,336$ 19,338,261$

14,173,807$ 14,511,028$ 11,043,808$ 5,834,016$ 1,435,606$ 29,938,024$ 5,917,073$

886,759 980,740 805,352 471,219 135,683 1,614,220 510,620

15.98$ 14.80$ 13.71$ 12.38$ 10.58$ 18.55$ 11.59$

22,203,875$ 19,647,494$ 8,342,902$ 4,169,977$ 1,493,832$ 46,929,877$ 5,281,099$

1,948,891 1,747,095 753,957 391,365 147,779 3,995,426 504,284

11.39$ 11.25$ 11.07$ 10.65$ 10.11$ 11.75$ 10.47$

14,070,134$ 22,355,882$ 30,247,270$ 15,598,080$ 3,525,410$ 57,205,435$ 8,140,089$

1,264,730 2,023,066 2,796,700 1,494,632 355,872 5,013,463 790,082

11.13$ 11.05$ 10.82$ 10.44$ 9.91$ 11.41$ 10.30$



40

iSharesiShares Core iShares

Core Growth Conservative Core Moderate iSharesAllocation Allocation Allocation Balanced BlackRockPortfolio Portfolio Portfolio Portfolio Totals

ASSETS

Investments 26,625,068$ 6,156,692$ 15,498,564$ 2,622,619$ 4,639,963,890$

Cash and cash equivalents 2,350 - 41,213 30,199 3,214,553

Receivable for securities sold - - - - 2,190,958

Accrued investment income - - - - 14,143

Total Assets 26,627,418 6,156,692 15,539,777 2,652,818 4,645,383,544

LIABILITIES

Payable for securities purchased 2,350 - 41,203 30,139 1,366,337

Withdrawals payable - - 10 60 4,039,172

Accrued expenses 21,443 5,482 13,205 417 2,258,354

Total Liabilities 23,793 5,482 54,418 30,616 7,663,863

FIDUCIARY NET POSITION 26,603,625$ 6,151,210$ 15,485,359$ 2,622,202$ 4,637,719,681$


Direct Unit ClassNet position 2,622,202$

Units outstanding 253,524

Net asset value per unit 10.34$

H Unit Class

Net position

Units outstanding

Net asset value per unit


Net position 11,637,930$ 1,688,442$ 5,948,672$

Units outstanding 1,067,334 158,003 553,813



Units outstanding 1,400,047 426,209 905,430


41




42

Franklin Franklin FranklinTempleton Templeton TempletonAge-Based Age-Based Age-Based0-8 Years 9-12 Years 13-16 YearsPortfolio Portfolio Portfolio

ASSETS

Investments 227,836,780$ 316,322,053$ 407,190,059$

Cash and cash equivalents 313,022 188,801 508,560

Receivable for securities sold 137,883 303,501 43,049

Accrued investment income - 1,189 3,058

Total Assets 228,287,685 316,815,544 407,744,726

LIABILITIES

Payable for securities purchased 215,634 127,774 288,209

Withdrawals payable 235,272 364,527 263,401

Accrued expenses 100,500 161,120 237,846

Total Liabilities 551,406 653,421 789,456

FIDUCIARY NET POSITION 227,736,279$ 316,162,123$ 406,955,270$


A Unit ClassNet position 100,561,144$ 102,225,245$ 80,252,960$







43

Franklin Franklin FranklinTempleton Templeton Franklin Templeton Franklin FranklinAge-Based Age-Based Templeton Growth and Templeton Templeton17-20 Years 21+ Years Growth Income Balanced Global Bond

Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio

308,386,179$ 78,797,516$ 205,006,770$ 215,160,036$ 119,050,391$ 34,418,996$

222,499 27,320 4,871 3,699 91,083 4,982

53,379 21,577 82,733 128,094 - 51,114

3,477 1,185 - 809 895 -

308,665,534 78,847,598 205,094,374 215,292,638 119,142,369 34,475,092

34,901 3,369 100 249 15,860 -

240,977 45,527 87,505 131,544 75,222 56,096

171,226 34,394 115,227 129,018 71,314 16,834

447,104 83,290 202,832 260,811 162,396 72,930

308,218,430$ 78,764,308$ 204,891,542$ 215,031,827$ 118,979,973$ 34,402,162$

71,860,227$ 33,504,056$ 48,794,733$ 37,942,601$ 20,541,387$ 11,677,819$

4,234,315 2,219,962 2,259,840 1,864,756 1,093,551 936,001

16.97$ 15.09$ 21.59$ 20.35$ 18.78$ 12.48$

236,358,203$ 45,260,252$ 156,096,809$ 177,089,226$ 98,438,586$ 22,724,343$

15,274,548 3,301,787 7,853,211 9,485,051 5,709,038 1,900,614

15.47$ 13.71$ 19.88$ 18.67$ 17.24$ 11.96$



44

Franklin FranklinFranklin Templeton Templeton

Templeton Small Cap Small-Mid Cap FranklinMutual Shares Value Growth Templeton

Portfolio Portfolio Portfolio TotalsASSETS

Investments 23,598,209$ 37,446,299$ 40,161,577$ 2,013,374,865$

Cash and cash equivalents 790 3,166 1,339 1,370,132

Receivable for securities sold 56,647 - 19,826 897,803

Accrued investment income - - - 10,613

Total Assets 23,655,646 37,449,465 40,182,742 2,015,653,413

LIABILITIES

Payable for securities purchased - 3,137 795 690,028

Withdrawals payable 57,437 29 20,371 1,577,908

Accrued expenses 12,175 18,122 18,557 1,086,333

Total Liabilities 69,612 21,288 39,723 3,354,269

FIDUCIARY NET POSITION 23,586,034$ 37,428,177$ 40,143,019$ 2,012,299,144$


A Unit ClassNet position 7,043,556$ 13,121,381$ 16,030,905$

Units outstanding 543,230 820,283 1,105,124





45




46

MFS MFS MFS MFS MFSAge-Based Age-Based Age-Based Age-Based Age-Based0-5 Years 6-10 Years 11-13 Years 14-15 Years 16-17 YearsPortfolio Portfolio Portfolio Portfolio Portfolio

ASSETS

Investments 71,935,733$ 147,484,541$ 144,546,065$ 124,367,131$ 114,862,242$


Receivable for securities sold 96,634 123,722 - - 92,451

Accrued investment income - - 541 931 857

Total Assets 72,070,895 147,783,729 144,861,036 124,524,370 115,008,568

LIABILITIES

Payable for securities purchased 904 116,260 260,812 129,240 -






A Unit Class

Net position 38,286,781$ 57,077,635$ 39,668,380$ 21,402,204$ 17,533,488$

Units outstanding 1,649,289 2,606,100 1,905,766 1,164,894 1,017,431 Net asset value per unit 23.21$ 21.90$ 20.81$ 18.37$ 17.23$

C Unit Class

Net position 33,621,395$ 90,337,576$ 104,800,047$ 102,891,983$ 97,259,581$




47

MFS MFS MFS Age-Based MFS Fixed MFS Research 18+ Years Equity Income Value International MFS Portfolio Portfolio Portfolio Portfolio Portfolio Totals

149,217,135$ 267,376,447$ 41,644,675$ 57,383,158$ 46,776,200$ 1,165,593,327$

219,143 4,855 1,794 25,383 4,509 993,434

- 21,026 - - 53,118 386,951

2,212 - - - - 4,541

149,438,490 267,402,328 41,646,469 57,408,541 46,833,827 1,166,978,253

112,731 56 1,477 21,319 - 642,799

106,412 25,825 317 4,064 57,627 737,586

80,622 157,222 19,598 27,260 23,711 627,384

299,765 183,103 21,392 52,643 81,338 2,007,769

149,138,725$ 267,219,225$ 41,625,077$ 57,355,898$ 46,752,489$ 1,164,970,484$

37,101,456$ 51,825,691$ 15,651,005$ 20,881,218$ 15,468,044$

2,286,317 2,231,991 909,091 1,325,142 1,759,155 16.23$ 23.22$ 17.22$ 15.76$ 8.79$

112,037,269$ 215,393,534$ 25,974,072$ 36,474,680$ 31,284,445$

7,560,895 10,044,076 1,649,744 2,471,269 3,800,050

14.82$ 21.44$ 15.74$ 14.76$ 8.23$



48

NeubergerMainStay Lord Berman

Large Cap Abbett International Principal NextGenGrowth Total Return Equity Plus SavingsPortfolio Portfolio Portfolio Portfolio Portfolio

ASSETS

Investments 53,567,239$ 58,218,846$ 32,464,091$ 270,199,296$ 59,436,670$


Receivable for securities sold 26,203 50,101 17,325 65,903 421,356

Accrued investment income - - - - -

Total Assets 53,612,705 58,271,155 32,483,514 270,410,723 59,930,915

LIABILITIES

Payable for securities purchased 15,100 - 518 35,089 28,467


Accrued expenses 25,726 30,165 16,166 96,749 -




Direct Unit Class

Net position 9,727,239$ 10,704,484$

Units outstanding 799,592 1,064,870 Net asset value per unit 12.17$ 10.05$

Matching Grant Program Funds

Net position 11,422,410$

Units outstanding 732,257 Net asset value per unit 15.60$

Client Select Series:

A Unit Class

Net position 19,935,670$ 17,243,094$ 11,680,223$ 65,200,516$ 13,882,764$



C Unit Class

Net position 33,605,844$ 40,945,587$ 20,767,702$ 183,752,382$ 34,849,422$



49


NextGen College Investing Plan® Combining Statements of Changes in Fiduciary Net Position – Summary Totals For the Year Ended June 30, 2016


50

AllianzGI/ Franklin

PIMCO BlackRock Templeton

Total Portfolios Portfolios Portfolios

ADDITIONSContributions 902,057,057$ 26,527,935$ 564,282,740$ 148,596,254$ Investment income:

Dividend and interest income 385,478,073 5,685,013 228,359,651 96,723,111 Net appreciation (depreciation) in

value of investments (473,367,318) (8,703,977) (257,999,257) (162,974,494) Net investment income (87,889,245) (3,018,964) (29,639,606) (66,251,383)

Exchanges and transfers in 1,489,107,668 33,083,315 777,198,950 329,289,415

Total Additions 2,303,275,480 56,592,286 1,311,842,084 411,634,286

DEDUCTIONSWithdrawals 781,786,825 14,530,439 393,456,824 189,600,229 Fees and expenses:

Management fees 42,666,022 962,799 22,527,486 11,287,433 Maine administration fees 8,604,555 210,612 4,506,775 2,236,824 Total fees and expenses 51,270,577 1,173,411 27,034,261 13,524,257 Exchanges and transfers out 1,489,107,668 38,427,095 799,217,897 372,249,395

Total Deductions 2,322,165,070 54,130,945 1,219,708,982 575,373,881

NET INCREASE (DECREASE) (18,889,590) 2,461,341 92,133,102 (163,739,595)

FIDUCIARY NET POSITION,BEGINNING OF YEAR 8,505,732,511 195,674,934 4,545,586,579 2,176,038,739

FIDUCIARY NET POSITION,END OF YEAR 8,486,842,921$ 198,136,275$ 4,637,719,681$ 2,012,299,144$


51

Neuberger

MainStay Lord Berman

Large Cap Abbett International Principal NextGen

MFS Growth Total Return Equity Plus Savings

Portfolios Portfolio Portfolio Portfolio Portfolio Portfolio

103,522,751$ 7,485,493$ 5,040,433$ 3,987,277$ 29,669,856$ 12,944,318$

41,098,259 6,498,711 1,737,331 95,159 5,223,891 56,947

(33,851,973) (8,058,844) 968,749 (2,747,522) - - 7,246,286 (1,560,133) 2,706,080 (2,652,363) 5,223,891 56,947

261,676,251 5,108,169 2,610,321 1,545,958 54,272,340 24,322,949

372,445,288 11,033,529 10,356,834 2,880,872 89,166,087 37,324,214

99,738,043 3,626,127 7,138,978 2,331,357 56,009,029 15,355,799

6,318,699 257,271 307,830 166,261 838,243 - 1,240,583 57,316 62,876 36,595 252,974 - 7,559,282 314,587 370,706 202,856 1,091,217 -

259,371,792 3,613,358 4,025,040 2,517,855 6,075,396 3,609,840

366,669,117 7,554,072 11,534,724 5,052,068 63,175,642 18,965,639

5,776,171 3,479,457 (1,177,890) (2,171,196) 25,990,445 18,358,575

1,159,194,313 50,062,057 59,366,571 34,619,121 244,112,102 41,078,095

1,164,970,484$ 53,541,514$ 58,188,681$ 32,447,925$ 270,102,547$ 59,436,670$

NextGen College Investing Plan® Combining Statements of Changes in Fiduciary Net Position – Portfolios For the Year Ended June 30, 2016


52

AllianzGI AllianzGI AllianzGI AllianzGI AllianzGIAge-Based Age-Based Age-Based Age-Based Age-Based0-8 Years 9-11 Years 12-14 Years 15-16 Years 17-18 YearsPortfolio Portfolio Portfolio Portfolio Portfolio

ADDITIONS

Contributions

Client Select Series

A unit class 4,734,523$ 1,096,268$ 715,973$ 254,321$ 93,477$

C unit class 3,403,990 1,129,621 1,614,630 1,101,646 607,381

Total Client Select Series contributions 8,138,513 2,225,889 2,330,603 1,355,967 700,858


Dividend and interest income 1,289,168 516,271 542,865 336,932 272,719

Net appreciation (depreciation) in value

of investments (2,355,861) (865,221) (635,481) (239,226) (157,199)

Net investment income (loss) (1,066,693) (348,950) (92,616) 97,706 115,520

Exchanges and transfers in 754,619 5,457,419 5,902,851 6,459,363 6,228,902

Total Additions 7,826,439 7,334,358 8,140,838 7,913,036 7,045,280

DEDUCTIONS

WithdrawalsClient Select Series

A unit class 439,841 154,296 197,907 74,263 546,778

C unit class 659,971 523,780 529,398 244,690 1,249,768

Total Client Select Series withdrawals 1,099,812 678,076 727,305 318,953 1,796,546

Fees and expenses:

Management fees 148,010 69,861 86,267 67,419 57,630

Maine administration fees 38,029 16,490 19,311 13,004 10,270

Total fees and expenses 186,039 86,351 105,578 80,423 67,900

Exchanges and transfers out 7,048,393 5,952,992 6,684,837 6,550,061 4,323,719

Total Deductions 8,334,244 6,717,419 7,517,720 6,949,437 6,188,165

NET INCREASE (DECREASE) (507,805) 616,939 623,118 963,599 857,115


BEGINNING OF YEAR 35,339,644 15,213,234 17,741,150 11,360,819 9,073,734

FIDUCIARY NET POSITION, END OF YEAR 34,831,839$ 15,830,173$ 18,364,268$ 12,324,418$ 9,930,849$

ONE YEAR AVERAGE RETURNS A unit class -3.23% -2.34% -0.81% 0.50% 1.13%

C unit class -3.98% -3.17% -1.65% -0.17% 0.45%


53

AllianzGI AllianzGI AllianzGI AllianzGIAge-Based Capital Growth Capital NFJ Dividend PIMCO AllianzGI/19+ Years and Income Income Value Real Return PIMCOPortfolio Portfolio Portfolio Portfolio Portfolio Totals

111,559$ 1,687,484$ 302,869$ 2,196,886$ 899,925$ 12,093,285$

499,610 2,183,097 524,473 2,409,614 960,588 14,434,650

611,169 3,870,581 827,342 4,606,500 1,860,513 26,527,935

128,458 1,165,813 293,189 1,045,168 94,430 5,685,013

(19,580) (2,122,697) (185,529) (2,488,582) 365,399 (8,703,977)

108,878 (956,884) 107,660 (1,443,414) 459,829 (3,018,964)

3,579,224 2,270,365 449,574 1,064,187 916,811 33,083,315

4,299,271 5,184,062 1,384,576 4,227,273 3,237,153 56,592,286 -

213,020 882,855 248,652 785,543 292,445 3,835,600

1,755,103 1,993,231 376,505 2,059,578 1,302,815 10,694,839

1,968,123 2,876,086 625,157 2,845,121 1,595,260 14,530,439

32,894 161,083 49,431 209,609 80,595 962,799

5,469 34,745 9,055 46,242 17,997 210,612

38,363 195,828 58,486 255,851 98,592 1,173,411

383,547 2,187,108 319,262 3,102,414 1,874,762 38,427,095

2,390,033 5,259,022 1,002,905 6,203,386 3,568,614 54,130,945

1,909,238 (74,960) 381,671 (1,976,113) (331,461) 2,461,341

4,714,502 32,029,593 8,143,654 45,036,241 17,022,363 195,674,934

6,623,740$ 31,954,633$ 8,525,325$ 43,060,128$ 16,690,902$ 198,136,275$

1.34% -3.20% 1.13% -3.36% 2.71%

0.55% -3.89% 0.31% -4.05% 2.12%

NextGen College Investing Plan® Combining Statements of Changes in Fiduciary Net Position – Portfolios (Continued) For the Year Ended June 30, 2016


54

BlackRock BlackRock BlackRock

Age-Based Age-Based Age-Based

0-7 Years 8-10 Years 11-13 Years

Portfolio Portfolio Portfolio

ADDITIONS

Contributions

Client Direct Series

H unit class 5,954,845$ -$ -$

Direct unit class 20,548,288 6,012,963 5,258,207

Total Client Direct Series contributions 26,503,133 6,012,963 5,258,207


A unit class 41,857,091 14,587,459 10,380,232

C unit class 24,902,780 13,624,627 22,605,381

Total Client Select Series contributions 66,759,871 28,212,086 32,985,613

Total contributions 93,263,004 34,225,049 38,243,820

Investment income:

Dividend and interest income 21,913,026 14,741,970 17,787,661

Net appreciation (depreciation) in value of investments (28,038,904) (16,242,197) (15,137,800)

Net investment income (6,125,878) (1,500,227) 2,649,861

Exchanges and transfers in 8,615,898 84,812,200 123,162,527

Total Additions 95,753,024 117,537,022 164,056,208

DEDUCTIONS

WithdrawalsClient Direct Series

H unit class 4,330 - -

Direct unit class 1,478,524 420,995 416,321

Total Client Direct Series withdrawals 1,482,854 420,995 416,321


A unit class 3,969,331 3,280,112 3,198,533

C unit class 7,265,854 5,337,442 8,041,767

Total Client Select Series withdrawals 11,235,185 8,617,554 11,240,300

Total withdrawals 12,718,039 9,038,549 11,656,621

Fees and expenses:

Management fees 1,317,308 1,392,193 2,233,678

Maine administration fees 339,197 306,870 425,415

Total fees and expenses 1,656,505 1,699,063 2,659,093

Exchanges and transfers out 89,661,375 125,890,317 149,651,489

Total Deductions 104,035,919 136,627,929 163,967,203

NET INCREASE (DECREASE) (8,282,895) (19,090,907) 89,005


BEGINNING OF YEAR 397,015,235 311,729,057 412,867,044

FIDUCIARY NET POSITION,END OF YEAR 388,732,340$ 292,638,150$ 412,956,049$

ONE YEAR AVERAGE RETURNSH unit class -1.37% 5.90%

Direct unit class -1.40% -0.14% 0.93%

A unit class -1.75% -0.58% 0.56%

C unit class -2.49% -1.28% -0.24%


55

BlackRock BlackRock BlackRock BlackRock

Age-Based Age-Based Age-Based BlackRock BlackRock Fixed

14-16 Years 17-19 Years 20+ Years 100% Equity 75% Equity Income


-$ -$ -$ -$ -$ -$

4,737,024 2,455,976 558,383 6,542,529 - 1,661,355

4,737,024 2,455,976 558,383 6,542,529 - 1,661,355

5,272,279 2,157,557 637,529 7,979,771 4,282,053 1,822,423

24,695,539 14,460,354 6,219,163 13,405,366 10,713,716 4,491,912

29,967,818 16,617,911 6,856,692 21,385,137 14,995,769 6,314,335

34,704,842 19,073,887 7,415,075 27,927,666 14,995,769 7,975,690

17,156,732 10,819,034 1,970,561 26,126,880 15,971,489 3,345,760

(11,619,669) (6,617,295) (794,481) (39,452,293) (22,053,748) (1,587,858)

5,537,063 4,201,739 1,176,080 (13,325,413) (6,082,259) 1,757,902

148,956,223 166,494,591 78,671,129 9,351,040 4,180,269 4,817,785

189,198,128 189,770,217 87,262,284 23,953,293 13,093,779 14,551,377

- - - - - -

668,844 2,904,769 1,757,830 2,292,190 - 689,129

668,844 2,904,769 1,757,830 2,292,190 - 689,129

3,123,429 28,498,744 22,864,665 9,777,953 7,089,892 5,647,553

8,578,500 46,520,886 36,219,625 26,287,292 23,182,932 7,993,296

11,701,929 75,019,630 59,084,290 36,065,245 30,272,824 13,640,849

12,370,773 77,924,399 60,842,120 38,357,435 30,272,824 14,329,978

2,390,028 1,684,613 695,209 1,963,756 1,652,541 454,718

495,617 403,297 185,024 418,209 316,218 116,613

2,885,645 2,087,910 880,233 2,381,965 1,968,759 571,331

168,411,374 86,564,476 5,672,039 19,978,600 13,497,688 4,591,508

183,667,792 166,576,785 67,394,392 60,718,000 45,739,271 19,492,817

5,530,336 23,193,432 19,867,892 (36,764,707) (32,645,492) (4,941,440)

468,721,653 386,789,470 168,927,098 439,473,954 312,780,409 116,783,656

474,251,989$ 409,982,902$ 188,794,990$ 402,709,247$ 280,134,917$ 111,842,216$

1.55% 1.30% 0.79% -2.80% 1.87%

1.09% 0.92% 0.47% -3.18% -2.01% 1.44%

0.33% 0.14% -0.26% -3.85% -2.72% 0.71%



56

BlackRock BlackRock BlackRock

Large Cap Large Cap Global

Core Growth Allocation

Portfolio Portfolio Portfolio

ADDITIONS

Contributions


H unit class -$ -$ -$

Direct unit class - - -

Total Client Direct Series contributions - - -


A unit class 2,267,112 3,608,818 36,176,656

C unit class 2,589,010 3,463,498 52,896,405


Total contributions 4,856,122 7,072,316 89,073,061

Investment income:



Net investment income (1,498,962) 233,711 (37,698,330)


Total Additions 5,141,562 10,395,521 70,715,856

DEDUCTIONS

WithdrawalsClient Direct Series

H unit class - - -

Direct unit class - - -

Total Client Direct Series withdrawals - - -


A unit class 1,293,331 1,815,427 20,909,557

C unit class 3,013,307 4,352,715 67,184,887


Total withdrawals 4,306,638 6,168,142 88,094,444

Fees and expenses:

Management fees 282,826 327,208 4,946,458

Maine administration fees 59,312 72,526 1,047,399

Total fees and expenses 342,138 399,734 5,993,857



NET INCREASE (DECREASE) (2,374,619) 1,075,447 (79,140,256)


BEGINNING OF YEAR 55,997,790 65,894,709 1,008,816,822


ONE YEAR AVERAGE RETURNSH unit class

Direct unit class

A unit class -2.82% 0.19% -3.78%

C unit class -3.51% -0.48% -4.53%


57

BlackRock BlackRock iShares iShares iShares

Equity BlackRock Equity Age-Based Age-Based Age-Based

Dividend Balanced Index 0-7 Years 8-10 Years 11-13 Years


-$ -$ -$ -$ -$ -$

- 7,298,069 11,849,658 21,769,994 5,418,428 5,173,829

- 7,298,069 11,849,658 21,769,994 5,418,428 5,173,829

4,190,077 - - 25,418,404 8,544,765 5,262,321

3,991,635 - - 6,226,933 2,209,866 7,941,570

8,181,712 - - 31,645,337 10,754,631 13,203,891

8,181,712 7,298,069 11,849,658 53,415,331 16,173,059 18,377,720

8,042,480 860,282 636,028 - - -

(5,000,905) (840,377) 554,080 4,403,977 1,947,142 2,343,790

3,041,575 19,905 1,190,108 4,403,977 1,947,142 2,343,790

4,350,801 524,651 1,128,732 9,853,911 17,369,173 19,671,649

15,574,088 7,842,625 14,168,498 67,673,219 35,489,374 40,393,159

- - - - - -

- 1,768,372 1,296,182 1,205,924 346,840 285,322

- 1,768,372 1,296,182 1,205,924 346,840 285,322

567,714 - - 770,865 322,198 428,994

3,037,441 - - 1,234,630 235,770 607,486

3,605,155 - - 2,005,495 557,968 1,036,480

3,605,155 1,768,372 1,296,182 3,211,419 904,808 1,321,802

248,088 - 15,981 509,565 255,360 317,045

56,911 - - 50,921 24,955 28,433

304,999 - 15,981 560,486 280,315 345,478

3,739,305 933,707 1,283,324 14,203,957 15,842,149 15,220,372

7,649,459 2,702,079 2,595,487 17,975,862 17,027,272 16,887,652

7,924,629 5,140,546 11,573,011 49,697,357 18,462,102 23,505,507

49,562,403 16,832,001 18,054,381 73,695,546 31,985,714 33,008,897

57,487,032$ 21,972,547$ 29,627,392$ 123,392,903$ 50,447,816$ 56,514,404$

-0.39% 3.77% 3.08% 3.77% 4.45%

5.35% 2.64% 3.36% 4.07%

4.52% 1.90% 2.68% 3.17%



58

iShares iShares iShares iShares

Age-Based Age-Based Age-Based Diversified

14-16 Years 17-19 Years 20+ Years Equity

Portfolio Portfolio Portfolio Portfolio

ADDITIONS

Contributions


H unit class -$ -$ -$ -$

Direct unit class 3,163,412 1,271,148 335,694 10,920,015

Total Client Direct Series contributions 3,163,412 1,271,148 335,694 10,920,015


A unit class 1,126,119 451,558 520,499 11,360,091

C unit class 9,327,531 3,710,706 1,226,061 8,882,330

Total Client Select Series contributions 10,453,650 4,162,264 1,746,560 20,242,421

Total contributions 13,617,062 5,433,412 2,082,254 31,162,436

Investment income:

Dividend and interest income - - - -

Net appreciation (depreciation) in value of investments 1,984,534 655,810 60,834 3,842,289

Net investment income 1,984,534 655,810 60,834 3,842,289

Exchanges and transfers in 19,625,245 13,167,625 3,085,844 20,176,145

Total Additions 35,226,841 19,256,847 5,228,932 55,180,870

DEDUCTIONS

Withdrawals


H unit class - - - -

Direct unit class 151,396 767,028 235,816 1,269,361

Total Client Direct Series withdrawals 151,396 767,028 235,816 1,269,361


A unit class 307,915 428,889 139,864 2,035,307

C unit class 564,073 1,410,726 741,519 3,115,398

Total Client Select Series withdrawals 871,988 1,839,615 881,383 5,150,705

Total withdrawals 1,023,384 2,606,643 1,117,199 6,420,066

Fees and expenses:

Management fees 322,690 151,512 36,199 847,772

Maine administration fees 25,357 11,550 2,920 76,693

Total fees and expenses 348,047 163,062 39,119 924,465

Exchanges and transfers out 10,402,396 3,813,105 490,137 3,520,362

Total Deductions 11,773,827 6,582,810 1,646,455 10,864,893

NET INCREASE (DECREASE) 23,453,014 12,674,037 3,582,477 44,315,977


BEGINNING OF YEAR 26,180,966 12,928,036 2,872,371 89,757,359

FIDUCIARY NET POSITION,END OF YEAR 49,633,980$ 25,602,073$ 6,454,848$ 134,073,336$

ONE YEAR AVERAGE RETURNSH unit class

Direct unit class 4.18% 2.74% 0.86% 2.20%

A unit class 3.85% 2.31% 0.50% 1.82%

C unit class 3.05% 1.66% -0.20% 0.97%


59

iShares iShares iShares iShares

Diversified Core Growth Core Conservative Core Moderate iShares

Fixed Income Allocation Allocation Allocation Balanced BlackRock

Portfolio Portfolio Portfolio Portfolio Portfolio Totals

-$ -$ -$ -$ -$ 5,954,845$

2,252,641 - - - 1,473,722 118,701,335

2,252,641 - - - 1,473,722 124,656,180

802,908 3,557,616 411,175 2,185,372 - 194,859,885

1,304,891 2,836,273 1,392,961 1,648,167 - 244,766,675

2,107,799 6,393,889 1,804,136 3,833,539 - 439,626,560

4,360,440 6,393,889 1,804,136 3,833,539 1,473,722 564,282,740

- - - - - 228,359,651

547,225 368,522 184,016 375,210 70,170 (257,999,257)

547,225 368,522 184,016 375,210 70,170 (29,639,606)

5,227,986 4,743,727 1,524,730 3,113,293 358,755 777,198,950

10,135,651 11,506,138 3,512,882 7,322,042 1,902,647 1,311,842,084

- - - - - 4,330

426,437 - - - 272,777 18,654,057

426,437 - - - 272,777 18,658,387

113,591 500,045 52,096 148,104 - 117,284,109

649,475 945,428 514,811 479,068 - 257,514,328

763,066 1,445,473 566,907 627,172 - 374,798,437

1,189,503 1,445,473 566,907 627,172 272,777 393,456,824

107,616 204,924 45,969 120,298 3,931 22,527,486

9,282 19,334 3,895 10,827 - 4,506,775

116,898 224,258 49,864 131,125 3,931 27,034,261

1,401,317 1,425,243 143,638 1,148,464 344,141 799,217,897

2,707,718 3,094,974 760,409 1,906,761 620,849 1,219,708,982

7,427,933 8,411,164 2,752,473 5,415,281 1,281,798 92,133,102

11,910,328 18,192,461 3,398,737 10,070,078 1,340,404 4,545,586,579

19,338,261$ 26,603,625$ 6,151,210$ 15,485,359$ 2,622,202$ 4,637,719,681$

2.93% 1.97%

2.55% 0.09% 2.39% 1.42%

1.68% -0.56% 1.65% 0.77%



60

Franklin Franklin FranklinTempleton Templeton TempletonAge-Based Age-Based Age-Based0-8 Years 9-12 Years 13-16 YearsPortfolio Portfolio Portfolio

ADDITIONS

Contributions


A unit class 22,813,233$ 9,650,298$ 4,888,861$

C unit class 16,586,264 14,179,822 19,168,983





Net investment income (loss) (13,085,160) (12,492,889) (9,728,180)


Total Additions 31,886,815 78,616,740 112,692,536

DEDUCTIONS

Withdrawals


A unit class 2,729,594 3,192,019 2,178,953

C unit class 5,844,414 8,073,224 10,821,957


Fees and expenses:

Management fees 1,085,652 1,725,616 2,482,943

Maine administration fees 268,626 360,315 448,442

Total fees and expenses 1,354,278 2,085,931 2,931,385



NET INCREASE (DECREASE) (49,863,224) (35,873,154) (16,226,530)


BEGINNING OF YEAR 277,599,503 352,035,277 423,181,800


ONE YEAR AVERAGE RETURNS

A unit class -4.76% -3.60% -2.44%

C unit class -5.48% -4.29% -3.15%


61

Franklin Franklin FranklinTempleton Templeton Franklin Templeton Franklin FranklinAge-Based Age-Based Templeton Growth and Templeton Templeton17-20 Years 21+ Years Growth Income Balanced Global Bond


1,273,248$ 303,075$ 4,228,609$ 3,154,194$ 2,246,856$ 1,258,648$

11,586,373 2,072,576 8,151,962 8,571,762 5,925,787 2,064,494

12,859,621 2,375,651 12,380,571 11,725,956 8,172,643 3,323,142

9,417,982 1,672,969 12,323,009 10,963,006 4,980,147 1,057,775

(12,614,294) (1,610,971) (22,908,314) (19,292,230) (8,087,501) (2,766,762)

(3,196,312) 61,998 (10,585,305) (8,329,224) (3,107,354) (1,708,987)

108,066,313 33,170,975 3,762,439 6,000,209 3,408,618 979,229

117,729,622 35,608,624 5,557,705 9,396,941 8,473,907 2,593,384

19,601,492 8,382,420 2,584,170 1,846,505 1,849,825 654,500

48,900,142 14,645,064 14,883,143 19,724,928 12,486,495 3,261,865

68,501,634 23,027,484 17,467,313 21,571,433 14,336,320 3,916,365

1,643,242 299,908 1,218,418 1,394,217 766,023 182,964

323,550 78,661 230,618 243,822 134,506 39,555

1,966,792 378,569 1,449,036 1,638,039 900,529 222,519

42,944,079 4,840,608 9,942,892 12,824,932 6,435,307 3,230,624

113,412,505 28,246,661 28,859,241 36,034,404 21,672,156 7,369,508

4,317,117 7,361,963 (23,301,536) (26,637,463) (13,198,249) (4,776,124)

303,901,313 71,402,345 228,193,078 241,669,290 132,178,222 39,178,286

308,218,430$ 78,764,308$ 204,891,542$ 215,031,827$ 118,979,973$ 34,402,162$

-1.28% -0.13% -4.76% -3.55% -2.44% -4.44%

-2.03% -0.87% -5.47% -4.31% -3.15% -5.15%



62

Franklin FranklinFranklin Templeton Templeton

Templeton Small Cap Small-Mid Cap FranklinMutual Shares Value Growth Templeton

Portfolio Portfolio Portfolio TotalsADDITIONS

Contributions


A unit class 773,927$ 1,610,553$ 2,638,103$ 54,839,605$

C unit class 1,166,692 1,755,036 2,526,898 93,756,649

Total Client Select Series contributions 1,940,619 3,365,589 5,165,001 148,596,254 -


Dividend and interest income 1,884,725 3,611,077 3,561,984 96,723,111

Net appreciation (depreciation) in value of investments (2,486,042) (3,147,117) (7,504,597) (162,974,494)

Net investment income (loss) (601,317) 463,960 (3,942,613) (66,251,383) -

Exchanges and transfers in 226,391 824,091 1,636,291 329,289,415

Total Additions 1,565,693 4,653,640 2,858,679 411,634,286

DEDUCTIONS

Withdrawals


A unit class 509,984 842,271 678,265 45,049,998

C unit class 1,437,319 2,365,821 2,105,859 144,550,231

Total Client Select Series withdrawals 1,947,303 3,208,092 2,784,124 189,600,229

Fees and expenses:

Management fees 124,197 176,105 188,148 11,287,433

Maine administration fees 25,750 38,821 44,158 2,236,824

Total fees and expenses 149,947 214,926 232,306 13,524,257

Exchanges and transfers out 1,331,604 2,102,207 2,649,898 372,249,395

Total Deductions 3,428,854 5,525,225 5,666,328 575,373,881

NET INCREASE (DECREASE) (1,863,161) (871,585) (2,807,649) (163,739,595)


BEGINNING OF YEAR 25,449,195 38,299,762 42,950,668 2,176,038,739

FIDUCIARY NET POSITION, END OF YEAR 23,586,034$ 37,428,177$ 40,143,019$ 2,012,299,144$


A unit class -2.41% 1.39% -9.14%

C unit class -3.19% 0.60% -9.85%

63




64

MFS MFS MFS MFSAge-Based Age-Based Age-Based Age-Based0-5 Years 6-10 Years 11-13 Years 14-15 YearsPortfolio Portfolio Portfolio Portfolio

ADDITIONS

Contributions


A unit class 14,996,384$ 11,002,406$ 5,079,003$ 1,609,289$

C unit class 6,613,728 7,421,905 8,383,772 7,168,696

Total Client Select Series contributions 21,610,112 18,424,311 13,462,775 8,777,985


Dividend and interest income 2,823,408 5,883,475 5,844,811 3,763,510

Net appreciation (depreciation) in value of investments (2,720,557) (5,429,341) (3,847,628) (1,888,882)

Net investment income (loss) 102,851 454,134 1,997,183 1,874,628

Exchanges and transfers in 3,357,291 27,064,260 42,596,490 59,472,414 Total Additions 25,070,254 45,942,705 58,056,448 70,125,027

DEDUCTIONS

Withdrawals


A unit class 1,261,144 1,618,380 822,493 578,150

C unit class 1,723,987 3,712,361 4,073,610 2,534,176

Total Client Select Series withdrawals 2,985,131 5,330,741 4,896,103 3,112,326 Fees and expenses:

Management fees 279,606 700,381 835,845 738,152

Maine administration fees 77,854 157,579 159,687 129,679

Total fees and expenses 357,460 857,960 995,532 867,831

Exchanges and transfers out 23,921,549 42,324,467 58,680,222 54,978,792 Total Deductions 27,264,140 48,513,168 64,571,857 58,958,949

NET INCREASE (DECREASE) (2,193,886) (2,570,463) (6,515,409) 11,166,078


BEGINNING OF YEAR 74,102,062 149,985,674 150,983,836 113,128,109

FIDUCIARY NET POSITION,END OF YEAR 71,908,176$ 147,415,211$ 144,468,427$ 124,294,187$


A unit class -0.21% 0.23% 1.36% 1.27%

C unit class -0.92% -0.49% 0.63% 0.54%


65

MFS MFS MFS MFSAge-Based Age-Based MFS Fixed MFS Research16-17 Years 18+ Years Equity Income Value International MFS

Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Totals

871,248$ 599,348$ 5,266,287$ 584,314$ 3,689,159$ 2,126,413$ 45,823,851$

6,280,640 5,056,203 9,297,410 2,242,249 2,657,563 2,576,734 57,698,900

7,151,888 5,655,551 14,563,697 2,826,563 6,346,722 4,703,147 103,522,751

3,492,280 3,308,072 10,961,780 1,536,555 2,656,585 827,783 41,098,259

(1,124,735) 384,910 (11,646,877) (284,779) (129,069) (7,165,015) (33,851,973)

2,367,545 3,692,982 (685,097) 1,251,776 2,527,516 (6,337,232) 7,246,286

56,692,578 54,886,508 7,480,189 2,520,348 6,081,396 1,524,777 261,676,251 66,212,011 64,235,041 21,358,789 6,598,687 14,955,634 (109,308) 372,445,288

-

338,296 11,932,894 3,373,333 2,059,193 853,369 1,165,943 24,003,195

3,232,046 30,082,341 21,288,285 3,188,581 2,511,238 3,388,223 75,734,848

3,570,342 42,015,235 24,661,618 5,247,774 3,364,607 4,554,166 99,738,043

705,333 709,158 1,652,404 189,041 252,944 255,835 6,318,699

121,121 144,075 295,219 44,870 55,652 54,847 1,240,583

826,454 853,233 1,947,623 233,911 308,596 310,682 7,559,282

54,199,986 3,518,911 13,517,016 2,425,267 2,457,492 3,348,090 259,371,792 58,596,782 46,387,379 40,126,257 7,906,952 6,130,695 8,212,938 366,669,117

7,615,229 17,847,662 (18,767,468) (1,308,265) 8,824,939 (8,322,246) 5,776,171

107,177,840 131,291,063 285,986,693 42,933,342 48,530,959 55,074,735 1,159,194,313

114,793,069$ 149,138,725$ 267,219,225$ 41,625,077$ 57,355,898$ 46,752,489$ 1,164,970,484$

1.89% 2.59% -0.21% 3.11% 4.51% -11.57%

1.15% 1.79% -0.97% 2.27% 3.72% -12.26%

NextGen College Investing Plan® Combining Statements of Changes in Fiduciary Net Position – Portfolios (Continued)For the Year Ended June 30, 2016


66

NeubergerMainStay Lord Berman

Large Cap Abbett International Principal NextGenGrowth Total Return Equity Plus SavingsPortfolio Portfolio Portfolio Portfolio Portfolio

ADDITIONSContributions

Client Direct Series Direct unit class -$ -$ -$ 2,862,482$ 6,232,469$ Matching grant program funds - - - 4,330,106 -

Total Client Direct Series contributions - - - 7,192,588 6,232,469

Client Select Series A unit class 4,132,785 1,916,903 2,029,699 7,043,471 2,321,684 C unit class 3,352,708 3,123,530 1,957,578 15,433,797 4,390,165

Total Client Select Series contributions 7,485,493 5,040,433 3,987,277 22,477,268 6,711,849 Total contributions 7,485,493 5,040,433 3,987,277 29,669,856 12,944,318

Investment income (loss):Dividend and interest income 6,498,711 1,737,331 95,159 5,223,891 56,947 Net appreciation (depreciation)

in value of investments (8,058,844) 968,749 (2,747,522) - - Net investment income (loss) (1,560,133) 2,706,080 (2,652,363) 5,223,891 56,947

Exchanges and transfers in 5,108,169 2,610,321 1,545,958 54,272,340 24,322,949

Total Additions 11,033,529 10,356,834 2,880,872 89,166,087 37,324,214

DEDUCTIONSWithdrawals

Client Direct Series Direct unit class - - - 1,268,359 1,605,953 Matching grant program funds - - - 206,318 -

Total Client Direct Series withdrawals - - - 1,474,677 1,605,953

Client Select Series A unit class 806,624 1,517,373 551,405 13,761,862 4,289,595 C unit class 2,819,503 5,621,605 1,779,952 40,772,490 9,460,251

Total Client Select Series withdrawals 3,626,127 7,138,978 2,331,357 54,534,352 13,749,846

Total withdrawals 3,626,127 7,138,978 2,331,357 56,009,029 15,355,799 Fees and expenses:

Management fees 257,271 307,830 166,261 838,243 - Maine administration fees 57,316 62,876 36,595 252,974 -

Total fees and expenses 314,587 370,706 202,856 1,091,217 - Exchanges and transfers out 3,613,358 4,025,040 2,517,855 6,075,396 3,609,840

Total Deductions 7,554,072 11,534,724 5,052,068 63,175,642 18,965,639

NET INCREASE (DECREASE) 3,479,457 (1,177,890) (2,171,196) 25,990,445 18,358,575


BEGINNING OF YEAR 50,062,057 59,366,571 34,619,121 244,112,102 41,078,095

FIDUCIARY NET POSITION, END OF YEAR 53,541,514$ 58,188,681$ 32,447,925$ 270,102,547$ 59,436,670$


Direct unit class 2.01% 0.10%

A unit class -3.04% 4.74% -7.65% 1.72% 0.20%

C unit class -3.70% 4.04% -8.47% 1.67% 0.10%

Thomas &Thomas LLP


67




Independent Auditor’s Report on the Schedule of Cash Allocation Account Investments


We have audited the accompanying Schedule of Cash Allocation Account Investments (“the Schedule”) as of June 30, 2016, and the related Notes to the Schedule. The Cash Allocation Account is a separate account managed for the benefit of certain Portfolio Options offered to participants in the NextGen College Investing Plan (“the Program”). The information in the Schedule is presented for purposes of additional analysis, and the Schedule is not a required part of the basic financial statements of the Program.

Management’s Responsibility for the Schedule

Management is responsible for the preparation and fair presentation of the Schedule in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the Schedule that is free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on the Schedule based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Schedule is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Schedule. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Schedule, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Schedule in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Schedule.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Schedule of Cash Allocation Account Investments referred to above presents fairly, in all material respects, the investments held in the Cash Allocation Account, their respective credit ratings, face amounts, interest rates, maturity dates, interest rate reset dates and fair values as of June 30, 2016, in accordance with accounting principles generally accepted in the United States of America.

Report on the Financial Statements

We have audited, in accordance with auditing standards generally accepted in the United States of America, the basic financial statements of the NextGen College Investing Plan as of and for the year ended June 30, 2016, and our report thereon dated September 30, 2016, expresses an unmodified opinion on those financial statements.


September 30, 2016 Little Rock, Arkansas

68


NextGen College Investing Plan® Notes to Schedule of Cash Allocation Account Investments June 30, 2016

69

NOTE 1: ORGANIZATION AND OPERATIONS

(a) General The Cash Allocation Account (the “Account”) is a separate account managed by BlackRock Capital Management, Inc. (“BlackRock”) that serves as an underlying asset for certain Portfolios offered under the Program, including several of the age-based and diversified Portfolios. The Account commenced operations on September 5, 2001, and is managed exclusively for the Program and its Portfolios. The accompanying schedule details investments by type that were held in the Account at June 30, 2016.

The Account is invested primarily in securities similar to those in the Retirement Reserves Money Fund of the Retirement Series Trust, managed by BlackRock Advisors, LLC. More specifically, the Account may invest in securities that are high quality, short-term (not more than 762 days to maturity) securities, which may primarily consist of direct U.S. Government obligations, U.S. Government agency securities, obligations of domestic and foreign banks, U.S. dollar denominated commercial paper, other short-term debt securities issued by U.S. and foreign entities, and repurchase agreements. In addition, the Account may be invested in certificates of deposit issued by Maine financial institutions (“Maine CDs”) in accordance with instructions from FAME. At June 30, 2016, there are no investments in Maine CDs. BlackRock is responsible for the selection and management of securities other than Maine CDs. FAME selects the financial institutions from which any Maine CDs are purchased and is responsible for ensuring that Maine CDs are either insured by the Federal Deposit Insurance Corporation (“FDIC”) or are fully collateralized. FAME also determines the percentage of the assets of the Account that are invested in Maine CDs. The Account is not a registered mutual fund.

The assets of the Account are included in the assets of the Program. The Account’s assets do not represent discretionary assets of FAME to finance its operations and can only be used for the benefit of participants and beneficiaries of the Program.

(b) Administration Merrill Lynch has entered into an investment advisory agreement with BlackRock, amended and restated as of December 4, 2012 (the “Cash Allocation Account Agreement”). Merrill Lynch has also entered into an agreement with State Street Corporation (“State Street”), pursuant to which State Street provides certain accounting services to the Account.

BlackRock provides the necessary personnel, facilities, equipment and certain other services necessary to the management of the Account. For such services, the Account pays to BlackRock a monthly fee based upon the average daily value of the Account’s fiduciary net position at an annual rate that is the lesser of: 1) the expense ratio (as determined based upon the most recent prior annual expense ratio statement) of Class II shares of Retirement Reserves Money Fund, or 2) 0.70% of the average daily value of fiduciary net position of the Account. From July 1, 2015 through June 30, 2016, the average rate was 0.31%. There are no additional expenses accrued at the Account level. All remaining expenses are paid by BlackRock. To enable the Account to maintain minimum levels of net investment income, BlackRock has agreed to waive a portion of its management fees under the Cash Allocation Account Agreement, and Merrill Lynch has agreed to reduce other fees due to it by BlackRock, accordingly. BlackRock and Merrill Lynch may discontinue such waiver and reimbursement at any time.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to fiduciary fund types prescribed by the Governmental Accounting Standards Board (“GASB”), the Program’s financial statements are prepared using the flow of economic resources measurement focus and accrual basis of accounting.


70


(a) Basis of Accounting (Continued) Investments are reported in the accompanying schedule at fair value. Fair values are determined by State Street based on available bid prices, which are considered Level 2 inputs, under the fair value measurement hierarchy established by U.S. GAAP. Level 2 inputs are other than quoted prices for identical assets in active markets, but can be observed.

(b) Federal Income Tax The Program has been designed to comply with the requirements for treatment as a qualified tuition program under Section 529 of the Internal Revenue Code of 1986, as amended. The Program and the Account are exempt from federal income tax.

(c) Estimates The preparation of the Schedule in conformity with U.S. GAAP requires management to make estimates and assumptions that are integral to the determination of fair values. Actual results could differ from the amounts reported.

NOTE 3: INVESTMENT RISK DISCLOSURES

The Account’s investments are exposed to various risks, such as interest rate, market and credit risk, and it is at least reasonably possible that changes in fair values could occur in the near term, and such changes could materially affect participant balances and amounts reported in the Account’s Financial Statements. GASB Statement No. 3, Deposits with Financial Institutions, Investments (including Repurchase Agreements), and Reverse Repurchase Agreements, GASB Statement No. 40, Deposit and Investment Risk Disclosures and GASB Statement No. 59, Financial Instruments Omnibus, require that certain disclosures be made related to the Account’s investment policy and its exposure to credit risk, interest rate risk and foreign currency risk, which are included in the paragraphs that follow.

(a) Investment Policy Permissible investments, maximum maturity and credit quality are specified in the Cash Allocation Agreement, as discussed in Note 1(a).

(b) Credit Risk Credit risk is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. Certain underlying funds for which the Account invests may be exposed to credit risk. Credit quality ratings, as determined by nationally recognized statistical rating organizations, are disclosed in the accompanying schedule.

(c) Custodial Credit Risk Investment securities are exposed to custodial credit risk if the securities are uninsured, are not registered in the name of the government and are held by either the counterparty or the counterparty’s trust department or agent but not in the government’s name. Deposits are exposed to custodial credit risk if they are not covered by depository insurance and they are uncollateralized or collateralized with securities held by the pledging financial institution, or collateralized with securities held by the pledging financial institution’s trust department or agent by not in the depositor-government’s name.

The Account’s investments are registered in the name of State Street as custodian and held in a separate account in the name of the Account. The Account may invest in bank deposit products other than Maine CDs, and these balances are not covered by depository insurance.


71

NOTE 3: INVESTMENT RISK DISCLOSURES (Continued)

(d) Concentration of Credit Risk A concentration of credit risk is the risk of loss attributed to the magnitude of the Account’s investments in a single issuer. Formalized policies limiting the Account’s exposure to concentration of credit risk have not been established. There are no investments in the Account that represent 5% or more of the total investments of the Account. (e) Interest Rate Risk Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. In general, the value of a debt security will generally increase when interest rates decline and decrease when interest rates increase. Prices of longer term securities generally change more in response to interest rate changes than the prices of shorter term securities. The maturity dates and interest rate reset dates for each underlying security are disclosed in the accompanying schedule. (f) Foreign Currency Risk Foreign currency risk is the risk that changes in exchange rates will adversely affect the fair value of an investment. The Account does not have any direct exposure to foreign currency risk.

72


NextGen College Investing Plan® Schedule of Cash Allocation Account Investments For the Year Ended June 30, 2016

See notes to financial statements and notes to schedule.

73

Moody's Rating Issue

Face

Amount (1)Maturity

Date

Interest Rate Reset

Date

Fair

Value (1)

Certificates of Deposit

A-1 P-1 JPMorgan Chase Bank 4,000$ 1.04% 04/20/2017 07/20/2016 4,002$

A-1+ P-1 State Street Bank and Trust Co. 3,000 0.94% 03/10/2017 09/12/2016 3,000

A-1+ P-1 Wells Fargo Bank 3,000 0.82% 07/20/2016 07/20/2016 3,000




A-1 P-1 Canadian Imperial Bank of Commerce 10,000 0.93% 11/21/2016 11/21/2016 10,009

A-1 P-1 Canadian Imperial Bank of Commerce 3,000 0.87% 01/03/2017 07/05/2016 3,000

A-1 P-1 Credit Industriel ET Commercial 5,000 0.90% 10/06/2016 10/06/2016 5,003

A-1+ (P)P-1 Royal Bank of Canada 2,000 0.98% 01/09/2017 07/11/2016 2,001

Total Certificates of Deposit 37,018$

Certificates of Deposit - Yankee

A-1 P-1 Bank of Nova Scotia 5,000$ 0.80% 08/26/2016 08/26/2016 5,003$

A-1 P-1 Bank of Nova Scotia 2,000 1.07% 06/09/2017 09/09/2016 2,000

A-1 P-1 Bank of Montreal 1,000 1.02% 11/30/2016 08/31/2016 1,001

A-1 P-1 Credit Industriel ET Commercial 5,000 0.93% 12/05/2016 12/05/2016 5,002

A-1 P-1 Mitsubishi UFJ Trust and Banking 3,000 0.97% 12/14/2016 12/14/2016 3,001

A-1 P-1 Mizuho Bank LTD 7,000 0.83% 09/23/2016 07/25/2016 7,004

A-1 P-1 Natixis 3,000 1.05% 12/01/2016 12/01/2016 3,003

A-1 P-1 Norinchukin Bank 10,000 0.82% 09/21/2016 07/21/2016 10,005

A-1 P-1 Norinchukin Bank 3,000 0.83% 07/08/2016 07/08/2016 3,000

A-1+ P-1 Royal Bank of Canada 3,000 0.88% 10/14/2016 07/14/2016 3,002

A-1 P-1 Royal Bank of Canada 1,000 0.89% 12/28/2016 09/28/2016 1,000

A-1+ (P)P-1 Royal Bank of Canada 2,000 1.03% 06/14/2017 06/14/2017 1,999

A-1+ P-1 Toronto-Dominion Bank 2,000 1.11% 02/02/2017 02/02/2017 2,002

A-1+ P-1 Toronto-Dominion Bank 3,000 0.88% 10/17/2016 07/18/2016 3,002

A-1 P-1 UBS AG 5,000 0.66% 05/25/2017 08/25/2016 5,005

Total Certificates of Deposit - Yankee 55,029$

Commercial Paper

A-1+ (P)P-1 ANZ New Zealand Intl LTD 3,000$ 1.05% 04/26/2017 07/26/2016 3,002$

A-2 P-2 Anheueser-Busch INBEV Worldwide Inc. 1,355 0.00% (3) 01/13/2017 01/13/2017 1,349

A-1 P-1 Atlantic Asset Securitization LLC 8,000 0.00% (3) 07/14/2016 07/14/2016 7,999

A-1 P-1 Atlantic Asset Securitization LLC 4,000 0.00% (3) 08/02/2016 08/02/2016 3,998

A-1 P-1 BASF SE 1,425 0.00% (3) 07/15/2016 07/15/2016 1,425

A-1 P-1 BASF SE 1,000 0.00% (3) 10/12/2016 10/12/2016 998

A-1 P-1 BASF SE 5,000 0.00% (3) 01/05/2017 01/05/2017 4,978

A-1 P-1 BPCE SA 5,000 0.00% (3) 08/01/2016 08/01/2016 4,998

Interest

Rate (2)S&P

Rating

(1) In thousands. (2) Amounts rounded to the nearest hundredth percent. (3) Purchased at a discount. Value increases until maturity.



74


Face

Amount (1)Maturity

Date

Interest Rate Reset

Date

Fair

Value (1)

Commercial Paper (Continued)

A-1 P-1 Bank of Nova Scotia 2,000$ 0.00% (3) 11/10/2016 11/10/2016 1,994$

A-1 P-1 Bank of Tokyo Mitsubishi UFJ Ltd 6,000 0.00% (3) 09/23/2016 09/23/2016 5,991

A-1 P-1 Barton Capital SA 5,000 0.00% (3) 09/07/2016 09/07/2016 4,994

A-1+ P-1 Caisse Des Depots Et Consignations 2,000 0.00% (3) 07/25/2016 07/25/2016 1,999

A-2 P-2 Campbell Soup Company 2,000 0.00% (3) 07/20/2016 07/20/2016 1,999

A-1 P-1 Chariot Funding LLC 2,000 0.90% 10/05/2016 07/05/2016 2,001

A-1+ P-1 Chevron Corp 6,000 0.00% (3) 08/22/2016 08/22/2016 5,997

A-1+ P-1 Chevron Corp 5,000 0.00% (3) 04/03/2017 04/03/2017 4,964

A-2 P-2 Clorox Company 2,000 0.00% (3) 08/08/2016 08/08/2016 1,998

A-1+ P-1 Coca-Cola Company (THE) 2,000 0.00% (3) 01/23/2017 01/23/2017 1,991

A-1+ P-1 Coca-Cola Company (THE) 2,500 0.00% (3) 03/01/2017 03/01/2017 2,485

A-1 P-1 Collateralized Commercial Paper Co 5,000 0.79% 11/16/2016 07/18/2016 5,001

A-1+ P-1 Commonwealth Bank of Australia 5,000 1.00% 01/27/2017 08/03/2016 5,003

A-1+ P-1 Commonwealth Bank of Australia 4,000 1.03% 04/13/2017 07/21/2016 4,002

A-1 P-1 Credit Suisse 8,000 0.00% (3) 07/05/2016 07/05/2016 8,000

A-1 P-1 Credit Suisse 2,000 0.00% (3) 08/01/2016 08/01/2016 1,999

A-1 P-1 Credit Suisse 1,000 0.00% (3) 09/20/2016 09/20/2016 999

A-1+ P-1 DBS Bank Ltd 5,000 0.00% (3) 09/16/2016 09/16/2016 4,995

A-1 P-1 DNB Bank ASA 2,000 0.00% (3) 07/21/2016 07/21/2016 2,000

A-1 P-1 DNB Bank ASA 8,000 0.00% (3) 08/19/2016 08/19/2016 7,996

A-2 P-2 Deutsche Telekom AG 2,000 0.00% (3) 07/11/2016 07/11/2016 2,000

A-2 P-2 ENI Finance USA Inc. 2,000 0.00% (3) 07/19/2016 07/19/2016 2,000

A-2 P-2 Eaton Corporation 1,400 0.00% (3) 07/12/2016 07/12/2016 1,400

A-1 P-1 Electricite De France 6,000 0.00% (3) 07/13/2016 07/13/2016 5,999

A-1+ P-1 Georgia Municipal Electric Authority 8,170 0.45% 07/07/2016 07/07/2016 8,170

A-1 P-1 Gotham Funding 4,000 0.00% (3) 07/14/2016 07/14/2016 3,999

A-1 P-1 Gotham Funding 3,000 0.00% (3) 07/18/2016 07/18/2016 2,999

A-1+ P-1 HSBC Bank PLC 1,400 0.00% (3) 08/18/2016 08/18/2016 1,399

A-1 P-1 LMA Americas LLC 7,000 0.00% (3) 08/02/2016 08/02/2016 6,997

A-2 P-2 Lyondellbasell Investment LLC 2,000 0.00% (3) 07/14/2016 07/14/2016 1,999

A-1 P-1 Macquarie Bank LTD 10,000 0.00% (3) 08/03/2016 08/03/2016 9,995

A-1 P-1 Manhattan Asset Funding Co LLC 8,000 0.00% (3) 08/02/2016 08/02/2016 7,996

A-1+ P-1 MetLife Short Term Fund 5,250 0.00% (3) 09/20/2016 09/20/2016 5,243

A-1 P-1 Mitsubishi UFJ Trust and Banking 1,500 0.00% (3) 07/27/2016 07/27/2016 1,499

A-2 P-2 Nissan Motor Acceptance Corp. 2,000 0.00% (3) 08/29/2016 08/29/2016 1,997

A-2 P-2 Omnicom Capital Inc 2,000 0.00% (3) 08/08/2016 08/08/2016 1,998

A-1 P-1 Ridgefield Funding Co LLC 7,000 0.00% (3) 07/05/2016 07/05/2016 7,000

A-1+ P-1 Roche Holdings Inc. 3,000 0.00% (3) 08/04/2016 08/04/2016 2,999

NR(4) P-1 Sheffield Receivables Corp 6,000 0.00% (3) 08/10/2016 08/10/2016 5,996

A-1 P-1 Societe Generale SA 1,000 0.00% (3) 03/31/2017 03/31/2017 992

A-1 P-1 Standard Chartered Bank 10,000 0.00% (3) 08/12/2016 08/12/2016 9,994

S&P Rating

Interest

Rate (2)

(1) In thousands. (2) Amounts rounded to the nearest hundredth percent. (3) Purchased at a discount. Value increases until maturity. (4) Not rated.



75


Face

Amount (1)Maturity

Date

Interest Rate Reset

Date

Fair

Value (1)

Commercial Paper (Continued)

A-1 P-1 Suncorp Metway Ltd 3,000$ 0.00% (3) 07/05/2016 07/05/2016 3,000$

A-1 P-1 Total Capital Canada LTD 2,000 0.00% (3) 07/21/2016 07/21/2016 2,000

A-1 P-1 Total Capital Canada LTD 1,700 0.00% (3) 07/21/2016 07/21/2016 1,700

A-1+ (P)P-1 Toyota Motor Credit Corp. 5,000 0.00% (3) 01/27/2017 01/27/2017 4,974

A-1+ (P)P-1 Toyota Motor Credit Corp. 2,000 0.00% (3) 01/30/2017 01/30/2017 1,989

A-2 P-2 Verizon Communications Inc. 2,000 0.00% (3) 08/03/2016 08/03/2016 1,999

A-1 P-1 Versailles Com Paper LLC 5,000 0.00% (3) 07/18/2016 07/18/2016 4,999

Total Commercial Paper 218,487$

Corporate Notes

A A1 BNP Paribas SA MTN 3,925$ 1.25% 12/12/2016 12/12/2016 3,930$

A A1 BNP Paribas SA MTN 2,000 1.25% 12/12/2016 12/12/2016 2,003



A+ Aa3 Bank of Montreal MTN 1,500 2.50% 01/11/2017 01/11/2017 1,511

A+ Aa3 Bank of Nova Scotia 750 1.38% 07/15/2016 07/15/2016 750

A A1 Branch Banking and Trust Co. 4,000 1.05% 12/01/2016 12/01/2016 4,003

A A1 Branch Banking and Trust Co. 3,000 1.00% 04/03/2017 04/03/2017 3,001

AA Aa2 Berkshire Hathaway Finance Corp 2,500 0.95% 08/15/2016 08/15/2016 2,501

A A2 Boeing Capital Corporation 8,000 2.13% 08/15/2016 08/15/2016 8,009

A A2 Caterpillar Financial Services Corp 1,500 2.05% 08/01/2016 08/01/2016 1,501

A A2 HSBC USA Inc. 2,000 1.13% 03/03/2017 09/06/2016 1,998

A A1 The Hershey Company 520 1.50% 11/01/2016 11/01/2016 521

AA- Aa2 National Australia Bank Ltd 3,000 1.30% 07/25/2016 07/25/2016 3,001

AA- Aa2 National Australia Bank Ltd 820 3.00% 07/27/2016 07/27/2016 821

A A2 PNC Bank National Association 3,000 1.15% 11/01/2016 11/01/2016 3,001

A A2 PNC Bank National Association 1,500 1.13% 01/27/2017 01/27/2017 1,501

A A1 Sumitomo Mitsui Banking Corp 2,000 1.30% 01/10/2017 01/10/2017 2,001

AA- Aa1 The Toronto-Dominion Bank 2,414 2.38% 10/19/2016 10/19/2016 2,426

AA- Aa3 Toyota Motor Credit Corp. 1,500 2.00% 09/15/2016 09/15/2016 1,504

A+ A1 UBS AG 2,500 1.38% 06/01/2017 06/01/2017 2,504

AA- A1 US Bank NA 4,000 1.10% 01/30/2017 01/30/2017 4,002

A A2 Wells Fargo & Co. 2,000 2.10% 05/08/2017 05/08/2017 2,017

AA- Aa2 Wells Fargo Bank NA 500 0.82% 09/19/2016 09/19/2016 500

Total Corporate Notes 58,015$

S&P Rating

Interest

Rate (2)

(1) In thousands. (2) Amounts rounded to the nearest hundredth percent. (3) Purchased at a discount. Value increases until maturity. (4) Variable rate security. Rate shown is as of June 30, 2016.



76


Face

Amount (1)Maturity

Date

Interest Rate Reset

Date

Fair

Value (1)

Municipal Variable Rate Demand Notes

A-1 NR (5) San Francisco, CA City & County 3,000$ 0.51% (4) 11/01/2041 07/07/2016 3,000$

A-1 NR (5) Wisconsin HSG & Economic Development

Authority 1,600 0.42% (4) 03/01/2036 07/06/2016 1,600

A-1 NR (5) Wisconsin HSG & Economic Development

Authority 6,005 0.42% (4) 03/01/2036 07/06/2016 6,005

Total Municipal Variable Rate

Demand Notes 10,605$

U.S. Government Sponsored Entity Obligations

AA+ Aaa Federal Farm Credit Bank 4,000$ 0.52% 03/27/2017 03/27/2017 3,999$

AA+ Aaa Federal Home Loan Mortgage Corp. 2,000 0.88% 10/14/2016 10/14/2016 2,002

A-1+ Aaa Federal Home Loan Bank 2,500 0.00% (3) 07/15/2016 07/15/2016 2,500

Total U.S. Government Sponsored

Entity Obligations 8,501$

Treasury Securities

AA+ Aaa Treasury Note 2,500$ 0.63% 12/15/2016 12/15/2016 2,503$

A-1+ Aaa Treasury Bill 21,000 0.00% (3) 07/14/2016 07/14/2016 20,999

Total Treasury Securities 23,502

Total Investments 411,157$

S&P Rating

Interest

Rate (2)

(1) In thousands. (2) Amounts rounded to the nearest hundredth percent. (3) Purchased at a discount. Value increases until maturity. (4) Variable rate security. Rate shown is as of June 30, 2016. (5) Not rated.

NextGen College Investing Plan® is a registered trademark of the Finance Authority of Maine.

NextGen® is a registered trademark of the Finance Authority of Maine.

©2016 Finance Authority of Maine.

Program Management provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Member Securities Investor Protection Corporation (SIPC). NextGen – September 30, 2016

Printed in the U.S.A. June 30, 2016

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