485BPOS 1 main.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

 

REGISTRATION STATEMENT (No. 333-139427)

 

UNDER THE SECURITIES ACT OF 1933

[X]

 

Pre-Effective Amendment No. ____

[ ]

 

Post-Effective Amendment No. 13

[X]

and

REGISTRATION STATEMENT (No. 811-21991)

 

UNDER THE INVESTMENT COMPANY ACT OF 1940

[X]

 

Amendment No. 16

[X]

 

Fidelity Rutland Square Trust II

(Exact Name of Registrant as Specified in Charter)

 

82 Devonshire St., Boston, Massachusetts 02109

(Address Of Principal Executive Offices) (Zip Code)

 

Registrant's Telephone Number: 617-563-7000

 

 

 

 

 

Marc R. Bryant, Esq.

With copies to:

Secretary and Chief Legal Officer

Joseph R. Fleming, Esq.

82 Devonshire Street

Dechert LLP

Boston, Massachusetts 02109

200 Clarendon Street, 27th Floor

(Name and Address of Agent for Service)

Boston, MA 02116-5021

 

It is proposed that this filing will become effective

 

(X)

immediately upon filing pursuant to paragraph (b).

 

( )

on ( ) pursuant to paragraph (b) at 5:30 p.m. Eastern Time.

 

( )

60 days after filing pursuant to paragraph (a)(1) at 5:30 p.m. Eastern Time.

 

( )

on ( ) pursuant to paragraph (a)(1) of Rule 485 at 5:30 p.m. Eastern Time.

 

( )

75 days after filing pursuant to paragraph (a)(2) at 5:30 p.m. Eastern Time.

 

( )

on ( ) pursuant to paragraph (a)(2) of Rule 485 at 5:30 p.m. Eastern Time.

 

If appropriate, check the following box:

 

( )

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

EXHIBIT INDEX

Exhibit
Exhibit No.

XBRL Instance Document

EX-101.INS

XBRL Taxonomy Extension Schema Document

EX-101.SCH

XBRL Taxonomy Extension Definition Linkbase Document

EX-101.DEF

XBRL Taxonomy Extension Labels Linkbase Document

EX-101.LAB

XBRL Taxonomy Extension Presentation Linkbase Document

EX-101.PRE

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment Nos. 13 and 16 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 19th day of May 2011.

 

Fidelity Rutland Square Trust II

 

By

/s/Kenneth B. Robins

 

||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

 

Kenneth B. Robins, President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

(Signature)

 

(Title)

(Date)

 

 

 

 

/s/Kenneth B. Robins

 

President and Treasurer

May 19, 2011

Kenneth B. Robins

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

/s/Nicholas E. Steck

 

Chief Financial Officer

May 19, 2011

Nicholas E. Steck

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

/s/Peter C. Aldrich

*

Trustee

May 19, 2011

Peter C. Aldrich

 

 

 

 

 

 

 

 

 

 

 

/s/Ralph F. Cox

*

Trustee

May 19, 2011

Ralph F. Cox

 

 

 

 

 

 

 

 

 

 

 

/s/Boyce I. Greer

 

Trustee

May 19, 2011

Boyce I. Greer

 

 

 

 

 

 

 

 

 

 

 

/s/Karen Kaplan

*

Trustee

May 19, 2011

Karen Kaplan

 

 

 

 

 

 

 

 

 

 

 

/s/Roger T. Servison

 

Trustee

May 19, 2011

Roger T. Servison

 

 

 

 

 

 

 

*

By:

/s/Joseph R. Fleming

 

 

Joseph R. Fleming, attorney in fact

POWER OF ATTORNEY

We, the undersigned Trustees of Fidelity Commonwealth Trust II and Fidelity Rutland Square Trust II (the "Trusts"), pursuant to the authority granted to the Trusts' Board of Trustees in Section 4.01(l) of Article IV of the Trusts' Trust Instruments dated September 25, 2006 and March 8, 2006, respectively, hereby constitute and appoint Thomas C. Bogle, Kathryn Cohen, Joseph R. Fleming, and Megan C. Johnson, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Trusts on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and on our behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after April 1, 2011.

WITNESS our hands on this first day of April, 2011.

/s/Peter C. Aldrich

/s/Ralph F. Cox

Peter C. Aldrich

 

 

Ralph F. Cox

/s/Karen Kaplan

 

Karen Kaplan