N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21991

Fidelity Rutland Square Trust II
(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

John Hitt, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:	May 31

Date of reporting period:	November 30, 2015

Item 1. Reports to Stockholders

Contents Shareholder Expense Example Investment Changes (Unaudited) Investments November 30, 2015 (Unaudited) Financial Statements Notes to Financial Statements Board Approval of Investment Advisory Contracts and Management Fees Contents Shareholder Expense Example Investment Changes (Unaudited) Investments November 30, 2015 (Unaudited) Financial Statements Notes to Financial Statements Board Approval of Investment Advisory Contracts and Management Fees Contents Shareholder Expense Example Investment Changes (Unaudited) Investments November 30, 2015 (Unaudited) Financial Statements Notes to Financial Statements Board Approval of Investment Advisory Contracts and Management Fees Contents Shareholder Expense Example Investment Changes (Unaudited) Investments November 30, 2015 (Unaudited) Financial Statements Notes to Financial Statements Board Approval of Investment Advisory Contracts and Management Fees Contents Shareholder Expense Example Investment Changes (Unaudited) Investments November 30, 2015 (Unaudited) Financial Statements Notes to Financial Statements Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers®
Core Fund

Offered exclusively to certain clients of Strategic Advisers, Inc. - not available for sale to the general public

Semiannual Report

November 30, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

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

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

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2015 to November 30, 2015).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During Period ^C June 1, 2015 to November 30, 2015
Actual	.18%	$ 1,000.00	$ 983.20	$ .89
Hypothetical^A		$ 1,000.00	$ 1,024.10	$ .91

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

^C Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of November 30, 2015
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan U.S. Large Cap Core Plus Fund Select Class*	11.4	11.9
FMI Large Cap Fund	4.1	4.5
Putnam Equity Spectrum Fund Class A	2.8	3.2
BBH Core Select Fund Class N	2.4	2.3
Fidelity Advisor Technology Fund Class I	2.2	2.3
Apple, Inc.	1.9	2.2
Fidelity Financial Services Portfolio	1.8	1.9
Spartan 500 Index Fund Investor Class	1.7	2.3
Fidelity Health Care Portfolio	1.6	1.9
Microsoft Corp.	1.4	1.2
	31.3

* The JPMorgan U.S. Large Cap Core Plus Fund seeks to provide a high total return from a portfolio of selected equity securities which includes both long and short positions.

Top Five Market Sectors as of November 30, 2015
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	12.2	12.3
Financials	10.8	9.8
Health Care	9.7	9.2
Consumer Discretionary	7.8	7.8
Industrials	7.4	6.8

Asset Allocation (% of fund's net assets)
As of November 30, 2015		As of May 31, 2015
	Stocks 62.5%		Stocks 60.8%
	Convertible Bonds 0.0%		Convertible Bonds 0.0%
	Large Blend Funds 21.0%		Large Blend Funds 22.2%
	Large Growth Funds 0.3%		Large Growth Funds 0.4%
	Large Value Funds 1.0%		Large Value Funds 0.0%
	Mid-Cap Blend Funds 2.8%		Mid-Cap Blend Funds 3.2%
	Sector Funds 10.8%		Sector Funds 11.9%
	Short-Term Investments and Net Other Assets (Liabilities) 1.6%		Short-Term Investments and Net Other Assets (Liabilities) 1.5%

one732587

Asset allocations of equity funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Semiannual Report

Investments November 30, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 62.5%
	Shares		Value
CONSUMER DISCRETIONARY - 7.8%
Auto Components - 0.2%
Autoliv, Inc.	34,100		$ 4,290,803
BorgWarner, Inc.	138,500		5,912,565
Cooper Tire & Rubber Co.	39,800		1,671,202
Delphi Automotive PLC	86,960		7,642,045
Gentex Corp.	37,600		629,236
Johnson Controls, Inc.	423,000		19,458,000
Lear Corp.	95,900		12,073,810
The Goodyear Tire & Rubber Co.	192,200		6,703,936
			58,381,597
Automobiles - 0.3%
Ford Motor Co.	1,383,803		19,829,897
General Motors Co.	695,239		25,167,652
Harley-Davidson, Inc.	305,720		14,955,822
Tesla Motors, Inc. (a)	22,760		5,240,718
			65,194,089
Hotels, Restaurants & Leisure - 1.3%
Brinker International, Inc.	61,900		2,823,878
Carnival Corp. unit	212,600		10,742,678
Chipotle Mexican Grill, Inc. (a)	34,728		20,126,612
Darden Restaurants, Inc.	36,600		2,055,822
Dunkin' Brands Group, Inc.	58,562		2,484,200
Hilton Worldwide Holdings, Inc.	346,600		8,048,052
Hyatt Hotels Corp. Class A (a)	4,200		207,018
Las Vegas Sands Corp.	110,800		4,881,848
Marriott International, Inc. Class A	19,800		1,404,018
McDonald's Corp.	530,805		60,596,699
MGM Mirage, Inc. (a)	226,200		5,143,788
Norwegian Cruise Line Holdings Ltd. (a)	123,900		7,116,816
Royal Caribbean Cruises Ltd.	169,395		15,687,671
Starbucks Corp.	624,701		38,350,394
Wyndham Worldwide Corp.	1,659,328		125,976,182
Yum! Brands, Inc.	168,871		12,244,836
			317,890,512
Household Durables - 0.3%
D.R. Horton, Inc.	406,430		13,131,753
Harman International Industries, Inc.	125,592		12,956,071
Lennar Corp. Class A	682,236		34,937,306
Mohawk Industries, Inc. (a)	8,600		1,640,192
PulteGroup, Inc.	343,945		6,700,049
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Toll Brothers, Inc. (a)	155,676		$ 5,788,034
Whirlpool Corp.	38,200		6,208,264
			81,361,669
Internet & Catalog Retail - 0.8%
Amazon.com, Inc. (a)	191,893		127,570,466
Netflix, Inc. (a)	77,300		9,533,409
Priceline Group, Inc. (a)	45,259		56,521,702
TripAdvisor, Inc. (a)	146,713		12,084,750
			205,710,327
Leisure Products - 0.0%
Mattel, Inc.	498,900		12,402,654
Media - 2.8%
AMC Networks, Inc. Class A (a)	6,500		528,515
CBS Corp. Class B	56,000		2,826,880
Charter Communications, Inc. Class A (a)	585,204		109,643,821
Comcast Corp.:
Class A	2,539,477		154,552,570
Class A (special) (non-vtg.)	629,850		38,446,044
Discovery Communications, Inc. Class A (a)	19,300		601,002
DISH Network Corp. Class A (a)	233,706		14,655,703
Gannett Co., Inc.	32,450		554,246
Liberty Media Corp. Class A (a)	648,480		26,269,925
MSG Network, Inc. Class A (a)	1,040,419		20,579,488
News Corp. Class A	518,400		7,439,040
Omnicom Group, Inc.	31,300		2,313,696
Starz Series A (a)	51,982		1,833,925
Tegna, Inc.	94,000		2,655,500
The Madison Square Garden Co. (a)	292,224		47,474,711
The Walt Disney Co.	811,736		92,107,684
Time Warner Cable, Inc.	82,375		15,220,429
Time Warner, Inc.	1,379,022		96,503,960
Twenty-First Century Fox, Inc. Class A	1,673,152		49,374,716
Viacom, Inc. Class B (non-vtg.)	443,800		22,096,802
			705,678,657
Multiline Retail - 0.3%
Big Lots, Inc.	13,500		607,365
Dillard's, Inc. Class A	19,700		1,477,500
Dollar General Corp.	108,500		7,096,985
Kohl's Corp.	92,500		4,359,525
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Multiline Retail - continued
Macy's, Inc.	107,700		$ 4,208,916
Target Corp.	660,100		47,857,250
			65,607,541
Specialty Retail - 1.5%
Abercrombie & Fitch Co. Class A	36,100		923,077
AutoNation, Inc. (a)	626,840		40,067,613
AutoZone, Inc. (a)	24,295		19,041,692
Best Buy Co., Inc.	394,615		12,540,865
CarMax, Inc. (a)	268,200		15,367,860
Foot Locker, Inc.	57,600		3,744,000
GameStop Corp. Class A	13,200		462,396
Gap, Inc.	108,400		2,897,532
Home Depot, Inc.	663,400		88,815,992
L Brands, Inc.	128,300		12,241,103
Lowe's Companies, Inc.	1,403,862		107,535,829
Penske Automotive Group, Inc.	11,500		536,590
Ross Stores, Inc.	270,460		14,066,625
Staples, Inc.	27,100		327,097
Tiffany & Co., Inc.	146,245		11,652,802
TJX Companies, Inc.	410,315		28,968,239
Tractor Supply Co.	59,000		5,271,650
			364,460,962
Textiles, Apparel & Luxury Goods - 0.3%
Coach, Inc.	26,600		845,082
Hanesbrands, Inc.	602,000		18,463,340
NIKE, Inc. Class B	270,200		35,742,056
PVH Corp.	10,700		976,803
Ralph Lauren Corp.	88,869		11,038,418
VF Corp.	201,176		13,016,087
			80,081,786
TOTAL CONSUMER DISCRETIONARY			1,956,769,794
CONSUMER STAPLES - 6.4%
Beverages - 2.2%
Anheuser-Busch InBev SA NV ADR	5,300		680,838
Coca-Cola Enterprises, Inc.	2,009,920		101,098,976
Diageo PLC	399,484		11,457,705
Dr. Pepper Snapple Group, Inc.	122,800		11,021,300
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Beverages - continued
Molson Coors Brewing Co. Class B	1,464,703		$ 134,796,617
PepsiCo, Inc.	2,029,789		203,303,666
SABMiller PLC	26,211		1,591,491
The Coca-Cola Co.	2,081,627		88,718,943
			552,669,536
Food & Staples Retailing - 1.5%
Costco Wholesale Corp.	273,448		44,139,976
CVS Health Corp.	1,763,303		165,909,179
Kroger Co.	2,686,368		101,168,619
Rite Aid Corp. (a)	305,200		2,404,976
Sysco Corp.	179,645		7,383,410
Wal-Mart Stores, Inc.	397,100		23,365,364
Walgreens Boots Alliance, Inc.	344,004		28,906,656
Whole Foods Market, Inc.	183,000		5,334,450
			378,612,630
Food Products - 1.3%
Archer Daniels Midland Co.	300,700		10,972,543
Bunge Ltd.	140,800		9,378,688
Cal-Maine Foods, Inc.	38,400		2,093,184
ConAgra Foods, Inc.	234,300		9,589,899
Fresh Del Monte Produce, Inc.	48,300		2,111,193
General Mills, Inc.	403,498		23,306,044
Ingredion, Inc.	49,500		4,879,215
Kellogg Co.	424,363		29,183,444
Keurig Green Mountain, Inc.	159,200		8,342,080
Mead Johnson Nutrition Co. Class A	285,008		22,968,795
Mondelez International, Inc.	3,190,701		139,306,006
Sanderson Farms, Inc.	30,300		2,266,743
The Hershey Co.	63,578		5,487,417
The Kraft Heinz Co.	124,112		9,145,813
Tyson Foods, Inc. Class A	744,230		37,211,500
			316,242,564
Household Products - 0.5%
Colgate-Palmolive Co.	126,100		8,282,248
Henkel AG & Co. KGaA	43,811		4,205,311
Procter & Gamble Co.	1,454,833		108,879,702
			121,367,261
Personal Products - 0.0%
Edgewell Personal Care Co. (a)	6,300		507,150
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - continued
Estee Lauder Companies, Inc. Class A	21,900		$ 1,842,228
Herbalife Ltd. (a)	9,700		559,981
			2,909,359
Tobacco - 0.9%
Altria Group, Inc.	307,000		17,683,200
British American Tobacco PLC sponsored ADR	129,310		14,966,339
Philip Morris International, Inc.	1,301,443		113,733,104
Reynolds American, Inc.	1,551,269		71,746,191
			218,128,834
TOTAL CONSUMER STAPLES			1,589,930,184
ENERGY - 4.0%
Energy Equipment & Services - 0.4%
Atwood Oceanics, Inc.	30,500		484,340
Baker Hughes, Inc.	384,348		20,781,696
Cameron International Corp. (a)	77,400		5,285,646
Ensco PLC Class A	103,700		1,775,344
FMC Technologies, Inc. (a)	29,400		1,000,188
Halliburton Co.	456,700		18,199,495
Helmerich & Payne, Inc.	38,300		2,230,975
National Oilwell Varco, Inc.	115,500		4,312,770
Noble Corp.	154,600		2,051,542
Oceaneering International, Inc.	83,200		3,639,168
Rowan Companies PLC	156,000		3,171,480
Schlumberger Ltd.	519,816		40,103,804
			103,036,448
Oil, Gas & Consumable Fuels - 3.6%
Anadarko Petroleum Corp.	325,912		19,522,129
Apache Corp.	552,000		27,147,360
Cabot Oil & Gas Corp.	404,785		7,622,102
Canadian Natural Resources Ltd.	98,700		2,390,174
Chevron Corp.	1,528,104		139,546,457
Cimarex Energy Co.	88,700		10,557,074
Columbia Pipeline Group, Inc.	456,298		8,747,233
Concho Resources, Inc. (a)	132,254		14,473,878
ConocoPhillips Co.	566,245		30,605,542
Continental Resources, Inc. (a)	147,700		5,361,510
EOG Resources, Inc.	376,955		31,449,356
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
EQT Corp.	333,008		$ 19,054,718
Exxon Mobil Corp.	2,848,322		232,593,975
HollyFrontier Corp.	235,543		11,324,907
Imperial Oil Ltd.	442,300		14,367,422
Kinder Morgan, Inc.	516,700		12,178,619
Magellan Midstream Partners LP	42,166		2,636,640
Marathon Oil Corp.	106,500		1,864,815
Marathon Petroleum Corp.	792,287		46,277,484
Noble Energy, Inc.	176,297		6,464,811
Occidental Petroleum Corp.	1,127,904		85,258,263
Phillips 66 Co.	237,700		21,756,681
Pioneer Natural Resources Co.	52,300		7,570,425
Range Resources Corp.	135,200		3,864,016
Spectra Energy Corp.	234,300		6,138,660
Suncor Energy, Inc.	1,530,287		42,283,568
Tesoro Corp.	32,800		3,777,576
The Williams Companies, Inc.	307,154		11,229,550
Total SA sponsored ADR	215,000		10,631,750
Valero Energy Corp.	712,975		51,234,384
Western Refining, Inc.	10,500		475,230
			888,406,309
TOTAL ENERGY			991,442,757
FINANCIALS - 10.8%
Banks - 5.2%
Bank of America Corp.	9,637,319		167,978,470
BB&T Corp.	322,256		12,445,527
BOK Financial Corp.	8,700		598,995
CIT Group, Inc.	78,100		3,355,176
Citigroup, Inc.	4,800,563		259,662,453
Citizens Financial Group, Inc.	45,040		1,199,415
Comerica, Inc.	23,600		1,093,860
Commerce Bancshares, Inc.	13,314		611,379
Cullen/Frost Bankers, Inc.	8,000		558,320
East West Bancorp, Inc.	164,655		7,142,734
Fifth Third Bancorp	470,000		9,714,900
Huntington Bancshares, Inc.	449,200		5,251,148
Investors Bancorp, Inc.	43,700		560,234
JPMorgan Chase & Co.	3,712,688		247,562,036
KeyCorp	438,900		5,753,979
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
M&T Bank Corp.	148,250		$ 18,580,173
Peoples United Financial, Inc.	34,000		569,500
PNC Financial Services Group, Inc.	333,974		31,897,857
Regions Financial Corp.	1,278,800		12,967,032
Standard Chartered PLC:
rights 12/10/15 (a)	127,439		174,662
(United Kingdom)	446,039		3,743,154
SunTrust Banks, Inc.	327,300		14,211,366
SVB Financial Group (a)	67,653		8,962,669
Synovus Financial Corp.	16,900		564,122
U.S. Bancorp	4,583,309		201,161,432
Wells Fargo & Co.	5,172,741		285,018,029
			1,301,338,622
Capital Markets - 1.6%
Ameriprise Financial, Inc.	262,668		29,668,351
Bank of New York Mellon Corp.	818,657		35,889,923
BlackRock, Inc. Class A	103,699		37,717,400
Charles Schwab Corp.	994,450		33,522,910
E*TRADE Financial Corp. (a)	360,100		10,957,843
Eaton Vance Corp. (non-vtg.)	14,500		520,840
Franklin Resources, Inc.	39,500		1,655,840
Goldman Sachs Group, Inc.	287,071		54,549,231
Invesco Ltd.	288,714		9,726,775
LPL Financial	87,500		4,023,250
Morgan Stanley	2,626,034		90,072,966
Northern Trust Corp.	191,100		14,321,034
Och-Ziff Capital Management Group LLC Class A	291,600		1,802,088
State Street Corp.	810,400		58,818,832
T. Rowe Price Group, Inc.	32,400		2,467,260
TD Ameritrade Holding Corp.	126,200		4,622,706
			390,337,249
Consumer Finance - 0.4%
Ally Financial, Inc. (a)	39,662		791,654
American Express Co.	339,491		24,321,135
Capital One Financial Corp.	153,900		12,082,689
Discover Financial Services	564,573		32,045,163
Navient Corp.	71,000		845,610
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Consumer Finance - continued
Nelnet, Inc. Class A	32,500		$ 1,072,500
Synchrony Financial (a)	868,499		27,644,323
			98,803,074
Diversified Financial Services - 0.8%
Berkshire Hathaway, Inc. Class B (a)	580,343		77,818,193
CME Group, Inc.	264,407		25,819,344
IntercontinentalExchange, Inc.	113,613		29,521,202
Leucadia National Corp.	45,700		807,976
McGraw Hill Financial, Inc.	571,424		55,125,273
The NASDAQ OMX Group, Inc.	21,200		1,242,744
Voya Financial, Inc.	28,200		1,147,740
			191,482,472
Insurance - 1.8%
ACE Ltd.	452,957		52,022,111
AFLAC, Inc.	163,200		10,647,168
Alleghany Corp. (a)	2,100		1,069,656
Allstate Corp.	171,400		10,757,064
American Financial Group, Inc.	67,600		5,002,400
American International Group, Inc.	915,940		58,235,465
Arch Capital Group Ltd. (a)	15,800		1,145,026
Arthur J. Gallagher & Co.	98,162		4,294,588
Assurant, Inc.	69,900		5,977,848
Axis Capital Holdings Ltd.	51,700		2,895,200
Cincinnati Financial Corp.	18,000		1,099,980
CNA Financial Corp.	200,800		7,377,392
Endurance Specialty Holdings Ltd.	52,390		3,455,644
Everest Re Group Ltd.	58,400		10,771,296
FNF Group	170,973		6,129,382
Genworth Financial, Inc. Class A (a)	500,629		2,528,176
Hanover Insurance Group, Inc.	41,900		3,544,740
Hartford Financial Services Group, Inc.	361,200		16,485,168
Lincoln National Corp.	201,900		11,102,481
Loews Corp.	521,900		19,774,791
Markel Corp. (a)	1,500		1,357,755
Marsh & McLennan Companies, Inc.	548,755		30,346,152
MetLife, Inc.	1,448,389		73,998,194
Principal Financial Group, Inc.	37,800		1,945,188
Progressive Corp.	75,400		2,323,828
Prudential Financial, Inc.	169,100		14,635,605
Reinsurance Group of America, Inc.	34,300		3,151,484
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
The Chubb Corp.	142,100		$ 18,548,313
The Travelers Companies, Inc.	200,700		22,994,199
Torchmark Corp.	45,500		2,758,210
Unum Group	200,875		7,368,095
W.R. Berkley Corp.	15,900		884,994
Willis Group Holdings PLC	217,300		9,987,108
XL Group PLC Class A	582,764		22,249,930
			446,864,631
Real Estate Investment Trusts - 1.0%
American Tower Corp.	330,474		32,842,506
Annaly Capital Management, Inc.	574,200		5,500,836
AvalonBay Communities, Inc.	144,506		26,269,746
Crown Castle International Corp.	1,093,451		93,938,375
Federal Realty Investment Trust (SBI)	39,700		5,816,844
General Growth Properties, Inc.	194,500		4,953,915
Hospitality Properties Trust (SBI)	185,900		5,162,443
Iron Mountain, Inc.	164,417		4,567,504
Piedmont Office Realty Trust, Inc. Class A	104,000		2,026,960
Prologis, Inc.	395,233		16,896,211
Public Storage	30,900		7,417,854
Simon Property Group, Inc.	151,686		28,250,001
SL Green Realty Corp.	40,800		4,817,664
VEREIT, Inc.	310,400		2,585,632
Vornado Realty Trust	115,300		11,156,428
Weyerhaeuser Co.	174,821		5,623,992
			257,826,911
Real Estate Management & Development - 0.0%
Jones Lang LaSalle, Inc.	5,600		930,272
Thrifts & Mortgage Finance - 0.0%
New York Community Bancorp, Inc.	56,100		920,040
Radian Group, Inc.	113,300		1,614,525
			2,534,565
TOTAL FINANCIALS			2,690,117,796
HEALTH CARE - 9.7%
Biotechnology - 2.2%
AbbVie, Inc.	900,422		52,359,539
Alexion Pharmaceuticals, Inc. (a)	219,016		39,081,215
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Amgen, Inc.	718,740		$ 115,789,014
Baxalta, Inc.	2,075,702		71,362,635
Biogen, Inc. (a)	149,027		42,749,885
BioMarin Pharmaceutical, Inc. (a)	78,307		7,468,139
Celgene Corp. (a)	366,532		40,116,927
Gilead Sciences, Inc.	1,077,993		114,224,138
Incyte Corp. (a)	52,700		6,020,448
Intercept Pharmaceuticals, Inc. (a)	13,700		2,418,187
Regeneron Pharmaceuticals, Inc. (a)	28,300		15,409,350
United Therapeutics Corp. (a)	24,600		3,754,698
Vertex Pharmaceuticals, Inc. (a)	239,466		30,977,322
			541,731,497
Health Care Equipment & Supplies - 1.9%
Abbott Laboratories	3,440,702		154,556,334
Baxter International, Inc.	489,781		18,440,255
Becton, Dickinson & Co.	598,061		89,858,665
Boston Scientific Corp. (a)	1,201,165		21,957,296
Edwards Lifesciences Corp. (a)	23,700		3,863,100
Intuitive Surgical, Inc. (a)	28,700		14,924,574
Medtronic PLC	1,977,213		148,963,227
St. Jude Medical, Inc.	74,800		4,719,880
Stryker Corp.	150,000		14,469,000
			471,752,331
Health Care Providers & Services - 1.7%
Aetna, Inc.	439,262		45,134,171
Anthem, Inc.	193,500		25,228,530
Cardinal Health, Inc.	28,300		2,457,855
Cigna Corp.	95,500		12,890,590
DaVita HealthCare Partners, Inc. (a)	125,100		9,137,304
Express Scripts Holding Co. (a)	444,091		37,960,899
HCA Holdings, Inc. (a)	228,900		15,578,934
Humana, Inc.	146,015		24,626,890
Laboratory Corp. of America Holdings (a)	24,500		2,977,730
McKesson Corp.	469,286		88,859,304
Quest Diagnostics, Inc.	85,200		5,820,864
UnitedHealth Group, Inc.	1,291,838		145,603,061
Universal Health Services, Inc. Class B	11,800		1,433,936
			417,710,068
Life Sciences Tools & Services - 0.1%
Agilent Technologies, Inc.	204,600		8,556,372
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Illumina, Inc. (a)	47,662		$ 8,765,042
Thermo Fisher Scientific, Inc.	155,759		21,557,046
			38,878,460
Pharmaceuticals - 3.8%
Allergan PLC (a)	297,816		93,481,464
Bristol-Myers Squibb Co.	1,139,818		76,379,204
Eli Lilly & Co.	687,000		56,361,480
GlaxoSmithKline PLC sponsored ADR	723,600		29,313,036
Johnson & Johnson	2,495,930		252,687,953
Mallinckrodt PLC (a)	223,200		15,157,512
Merck & Co., Inc.	811,672		43,026,733
Mylan N.V.	111,046		5,696,660
Novartis AG sponsored ADR	32,371		2,759,304
Pfizer, Inc.	7,014,423		229,862,642
Shire PLC sponsored ADR	161,519		33,654,099
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,611,978		101,441,776
Valeant Pharmaceuticals International, Inc. (Canada) (a)	58,703		5,290,281
			945,112,144
TOTAL HEALTH CARE			2,415,184,500
INDUSTRIALS - 7.4%
Aerospace & Defense - 3.3%
General Dynamics Corp.	66,400		9,724,944
Honeywell International, Inc.	2,051,470		213,250,307
Huntington Ingalls Industries, Inc.	6,100		798,612
L-3 Communications Holdings, Inc.	127,191		15,569,450
Lockheed Martin Corp.	556,200		121,896,792
Moog, Inc. Class A (a)	40,300		2,662,621
Northrop Grumman Corp.	854,392		159,224,493
Raytheon Co.	575,458		71,374,056
Rockwell Collins, Inc.	61,500		5,699,820
Spirit AeroSystems Holdings, Inc. Class A (a)	18,100		949,345
Textron, Inc.	577,700		24,650,459
The Boeing Co.	681,888		99,180,610
Triumph Group, Inc.	61,300		2,455,065
United Technologies Corp.	912,356		87,631,794
Vectrus, Inc. (a)	3,372		81,468
			815,149,836
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - 0.3%
FedEx Corp.	211,700		$ 33,562,918
United Parcel Service, Inc. Class B	284,108		29,265,965
			62,828,883
Airlines - 0.5%
Alaska Air Group, Inc.	77,100		6,147,183
American Airlines Group, Inc.	539,510		22,260,183
Delta Air Lines, Inc.	1,249,706		58,061,341
JetBlue Airways Corp. (a)	73,700		1,823,338
Southwest Airlines Co.	83,900		3,849,332
United Continental Holdings, Inc. (a)	583,169		32,500,008
			124,641,385
Building Products - 0.1%
Allegion PLC	224,623		15,096,912
Fortune Brands Home & Security, Inc.	118,999		6,541,375
Masco Corp.	305,418		9,135,052
Owens Corning	88,300		4,135,972
			34,909,311
Commercial Services & Supplies - 0.2%
ADT Corp.	21,300		755,511
Deluxe Corp.	41,200		2,416,380
Herman Miller, Inc.	82,600		2,619,246
Pitney Bowes, Inc.	11,300		244,080
R.R. Donnelley & Sons Co.	113,700		1,829,433
Republic Services, Inc.	39,491		1,734,840
The Brink's Co.	5,400		173,772
Tyco International Ltd.	674,010		23,799,293
Waste Connections, Inc.	49,420		2,693,390
			36,265,945
Construction & Engineering - 0.1%
Chicago Bridge & Iron Co. NV	13,500		577,125
Fluor Corp.	294,145		14,295,447
Jacobs Engineering Group, Inc. (a)	15,800		697,412
Tutor Perini Corp. (a)	51,700		974,028
			16,544,012
Electrical Equipment - 0.2%
Eaton Corp. PLC	489,815		28,487,640
Emerson Electric Co.	292,925		14,646,250
Hubbell, Inc. Class B	6,500		645,385
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
Rockwell Automation, Inc.	17,000		$ 1,809,480
Sensata Technologies Holding BV (a)	241,800		11,076,858
			56,665,613
Industrial Conglomerates - 1.5%
Danaher Corp.	1,490,345		143,654,355
General Electric Co.	7,425,412		222,316,835
Roper Industries, Inc.	45,500		8,803,795
			374,774,985
Machinery - 0.5%
AGCO Corp.	43,500		2,186,310
Caterpillar, Inc.	115,900		8,420,135
Cummins, Inc.	20,200		2,027,474
Deere & Co.	297,910		23,704,699
Dover Corp.	20,000		1,318,000
Flowserve Corp.	318,300		14,718,192
Illinois Tool Works, Inc.	91,200		8,570,976
Ingersoll-Rand PLC	33,700		1,977,179
Lincoln Electric Holdings, Inc.	7,400		417,730
Meritor, Inc. (a)	178,700		1,919,238
PACCAR, Inc.	399,868		20,777,141
Parker Hannifin Corp.	51,775		5,418,772
Pentair PLC	212,000		12,020,400
SPX Corp.	2,651		29,267
Stanley Black & Decker, Inc.	161,600		17,640,256
Timken Co.	56,000		1,805,440
Trinity Industries, Inc.	129,100		3,505,065
			126,456,274
Professional Services - 0.0%
Dun & Bradstreet Corp.	5,000		538,950
Equifax, Inc.	22,700		2,531,050
Manpower, Inc.	9,600		866,688
Nielsen Holdings PLC	129,906		6,064,012
			10,000,700
Road & Rail - 0.7%
AMERCO	1,700		689,180
Canadian National Railway Co.	101,000		6,028,462
Canadian Pacific Railway Ltd.	328,977		48,502,214
CSX Corp.	1,187,138		33,750,333
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - continued
Norfolk Southern Corp.	242,162		$ 23,019,920
Union Pacific Corp.	688,423		57,793,111
			169,783,220
Trading Companies & Distributors - 0.0%
AerCap Holdings NV (a)	68,761		3,124,500
Aircastle Ltd.	98,900		2,072,944
TAL International Group, Inc.	73,600		1,485,248
W.W. Grainger, Inc.	8,100		1,624,374
			8,307,066
TOTAL INDUSTRIALS			1,836,327,230
INFORMATION TECHNOLOGY - 12.2%
Communications Equipment - 0.9%
Brocade Communications Systems, Inc.	555,000		5,208,675
Cisco Systems, Inc.	5,389,430		146,861,968
Harris Corp.	63,012		5,238,188
Juniper Networks, Inc.	242,300		7,300,499
QUALCOMM, Inc.	1,355,100		66,115,329
			230,724,659
Electronic Equipment & Components - 0.3%
Arrow Electronics, Inc. (a)	55,400		3,133,424
Avnet, Inc.	27,600		1,250,832
Corning, Inc.	561,700		10,520,641
Flextronics International Ltd. (a)	364,100		4,096,125
Ingram Micro, Inc. Class A	19,400		600,042
Jabil Circuit, Inc.	159,300		4,076,487
Keysight Technologies, Inc. (a)	102,300		3,151,863
TE Connectivity Ltd.	373,173		25,036,177
Tech Data Corp. (a)	57,600		3,896,640
Vishay Intertechnology, Inc.	143,700		1,712,904
			57,475,135
Internet Software & Services - 2.7%
Akamai Technologies, Inc. (a)	138,820		7,997,420
Alphabet, Inc.:
Class A (a)	126,657		96,620,292
Class C	455,471		338,232,765
eBay, Inc. (a)	1,107,004		32,756,248
Facebook, Inc. Class A (a)	1,506,060		156,991,694
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
LinkedIn Corp. Class A (a)	18,200		$ 4,424,602
Twitter, Inc. (a)	246,500		6,261,100
Velti PLC (a)(g)	147,198		397
VeriSign, Inc. (a)	147,800		13,219,232
Yahoo!, Inc. (a)	636,661		21,525,508
			678,029,258
IT Services - 2.4%
Accenture PLC Class A	437,584		46,917,756
Alliance Data Systems Corp. (a)	266,286		76,384,139
Amdocs Ltd.	221,589		12,535,290
ASAC II LP (a)(g)	241,305		6,242,091
Automatic Data Processing, Inc.	155,600		13,422,056
Cognizant Technology Solutions Corp. Class A (a)	478,659		30,911,798
Computer Sciences Corp.	18,900		592,137
CSRA, Inc. (a)	18,900		595,539
Fidelity National Information Services, Inc.	344,202		21,915,341
First Data Corp.	211,838		3,202,991
First Data Corp. Class A (a)	194,400		3,265,920
Fiserv, Inc. (a)	40,500		3,897,720
FleetCor Technologies, Inc. (a)	9,700		1,490,987
IBM Corp.	478,700		66,740,354
MasterCard, Inc. Class A	812,110		79,521,811
PayPal Holdings, Inc. (a)	657,149		23,171,074
Sabre Corp.	965,015		28,236,339
The Western Union Co.	238,800		4,503,768
Vantiv, Inc. (a)	1,133,212		59,731,605
Visa, Inc. Class A	1,381,630		109,162,586
Xerox Corp.	881,002		9,294,571
			601,735,873
Semiconductors & Semiconductor Equipment - 1.3%
Analog Devices, Inc.	856,967		52,814,876
Applied Materials, Inc.	1,348,360		25,308,717
Avago Technologies Ltd.	339,237		44,253,467
Broadcom Corp. Class A	309,886		16,929,072
Intel Corp.	1,637,800		56,946,306
KLA-Tencor Corp.	55,218		3,670,340
Lam Research Corp.	639,680		50,022,976
Microchip Technology, Inc.	296,700		14,324,676
Micron Technology, Inc. (a)	643,400		10,249,362
NXP Semiconductors NV (a)	374,747		35,023,855
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Skyworks Solutions, Inc.	31,800		$ 2,640,036
Texas Instruments, Inc.	223,000		12,960,760
Xilinx, Inc.	128,414		6,380,892
			331,525,335
Software - 2.3%
Adobe Systems, Inc. (a)	352,301		32,221,449
CA Technologies, Inc.	56,600		1,591,026
Electronic Arts, Inc. (a)	450,451		30,536,073
Microsoft Corp.	6,460,825		351,145,839
Oracle Corp.	2,373,569		92,497,984
Red Hat, Inc. (a)	250,155		20,365,119
Salesforce.com, Inc. (a)	333,600		26,584,584
Symantec Corp.	265,000		5,188,700
Synopsys, Inc. (a)	52,100		2,609,168
			562,739,942
Technology Hardware, Storage & Peripherals - 2.3%
Apple, Inc.	4,089,226		483,755,436
EMC Corp.	1,737,802		44,035,903
Hewlett Packard Enterprise Co.	298,400		4,434,224
HP, Inc.	485,600		6,089,424
NetApp, Inc.	58,400		1,790,544
SanDisk Corp.	44,100		3,257,667
Seagate Technology LLC	499,900		17,966,406
Western Digital Corp.	318,187		19,858,051
			581,187,655
TOTAL INFORMATION TECHNOLOGY			3,043,417,857
MATERIALS - 2.1%
Chemicals - 1.6%
Air Products & Chemicals, Inc.	48,800		6,680,232
Airgas, Inc.	126,300		17,454,660
Ashland, Inc.	149,400		16,829,910
Axiall Corp.	125,993		2,625,694
Cabot Corp.	50,500		2,198,770
Celanese Corp. Class A	268,700		19,010,525
CF Industries Holdings, Inc.	601,899		27,771,620
E.I. du Pont de Nemours & Co.	861,576		58,018,528
Eastman Chemical Co.	90,400		6,567,560
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Ecolab, Inc.	118,200		$ 14,084,712
Huntsman Corp.	182,800		2,288,656
LyondellBasell Industries NV Class A	664,798		63,700,944
Monsanto Co.	390,275		37,138,569
PPG Industries, Inc.	71,554		7,566,120
Praxair, Inc.	6,800		767,040
RPM International, Inc.	179,600		8,437,608
Stepan Co.	46,100		2,399,966
Syngenta AG:
sponsored ADR	25,100		1,857,651
(Switzerland)	30,302		11,160,226
The Dow Chemical Co.	1,269,426		66,175,177
The Mosaic Co.	460,269		14,562,911
Valspar Corp.	9,900		836,451
Westlake Chemical Corp.	16,900		1,014,845
			389,148,375
Construction Materials - 0.1%
Martin Marietta Materials, Inc.	106,813		16,812,366
Vulcan Materials Co.	199,589		20,491,803
			37,304,169
Containers & Packaging - 0.3%
Avery Dennison Corp.	100,300		6,615,788
Ball Corp.	88,800		6,164,496
Bemis Co., Inc.	13,200		621,984
Crown Holdings, Inc. (a)	261,827		13,591,440
Packaging Corp. of America	12,200		829,478
Sealed Air Corp.	891,799		40,452,003
Sonoco Products Co.	13,000		569,660
			68,844,849
Metals & Mining - 0.1%
Alcoa, Inc.	467,300		4,373,928
Franco-Nevada Corp.	47,600		2,287,951
Freeport-McMoRan, Inc.	378,600		3,096,948
Nucor Corp.	153,800		6,375,010
Reliance Steel & Aluminum Co.	9,000		529,290
Steel Dynamics, Inc.	132,100		2,297,219
Teck Resources Ltd. Class B (sub. vtg.)	80,341		341,710
United States Steel Corp.	234,207		1,890,050
			21,192,106
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Paper & Forest Products - 0.0%
Domtar Corp.	58,900		$ 2,420,201
International Paper Co.	199,800		8,357,634
Schweitzer-Mauduit International, Inc.	54,500		2,279,190
			13,057,025
TOTAL MATERIALS			529,546,524
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 0.9%
AT&T, Inc.	2,048,040		68,957,507
Verizon Communications, Inc.	3,565,509		162,052,384
			231,009,891
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	319,400		11,338,700
TOTAL TELECOMMUNICATION SERVICES			242,348,591
UTILITIES - 1.1%
Electric Utilities - 0.7%
American Electric Power Co., Inc.	390,500		21,871,905
Duke Energy Corp.	88,800		6,017,088
Edison International	608,565		36,124,418
Entergy Corp.	92,600		6,169,938
Eversource Energy	40,900		2,083,855
Exelon Corp.	499,200		13,633,152
FirstEnergy Corp.	928,513		29,146,023
Great Plains Energy, Inc.	19,200		518,208
ITC Holdings Corp.	66,115		2,438,321
NextEra Energy, Inc.	122,921		12,274,891
OGE Energy Corp.	12,600		328,986
Pinnacle West Capital Corp.	14,300		906,048
PPL Corp.	332,846		11,330,078
Xcel Energy, Inc.	757,065		26,996,938
			169,839,849
Gas Utilities - 0.0%
Amerigas Partners LP	54,797		2,148,590
Atmos Energy Corp.	108,000		6,729,480
UGI Corp.	22,300		773,141
			9,651,211
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Independent Power and Renewable Electricity Producers - 0.0%
The AES Corp.	370,800		$ 3,704,292
Multi-Utilities - 0.4%
Ameren Corp.	31,300		1,369,688
CMS Energy Corp.	229,784		8,047,036
Consolidated Edison, Inc.	37,800		2,349,270
DTE Energy Co.	137,900		11,099,571
NiSource, Inc.	832,330		15,972,413
PG&E Corp.	704,253		37,135,261
Public Service Enterprise Group, Inc.	311,000		12,160,100
SCANA Corp.	103,000		6,091,420
			94,224,759
Water Utilities - 0.0%
American Water Works Co., Inc.	92,650		5,351,464
TOTAL UTILITIES			282,771,575
TOTAL COMMON STOCKS (Cost $13,038,414,249)		15,577,856,808
Convertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%
Internet & Catalog Retail - 0.0%
The Honest Co., Inc. Series D (g) (Cost $1,468,003)	32,084		1,468,003
Equity Funds - 35.9%

Large Blend Funds - 21.0%
BBH Core Select Fund Class N	26,482,237		598,498,549
FMI Large Cap Fund	47,945,580		1,022,679,221
Equity Funds - continued
	Shares		Value
Large Blend Funds - continued
JPMorgan U.S. Large Cap Core Plus Fund Select Class (f)	95,285,934		$ 2,845,237,988
PIMCO StocksPLUS Absolute Return Fund Institutional Class	36,048,307		343,540,370
Spartan 500 Index Fund Investor Class (d)	5,823,639		428,503,343
TOTAL LARGE BLEND FUNDS			5,238,459,471
Large Growth Funds - 0.3%
Fidelity Growth Company Fund (d)	549,841		78,935,124
Large Value Funds - 1.0%
Fidelity SAI U.S. Quality Index Fund (d)	16,131,291		169,055,929
JPMorgan Value Advantage Fund Institutional Class	2,593,484		76,170,618
TOTAL LARGE VALUE FUNDS			245,226,547
Mid-Cap Blend Funds - 2.8%
Putnam Equity Spectrum Fund Class A	18,414,193		705,447,736
Sector Funds - 10.8%
Fidelity Advisor Materials Fund Class I (d)	1,065,130		78,457,463
Fidelity Advisor Technology Fund Class I (d)	14,441,058		550,637,541
Fidelity Consumer Discretionary Portfolio (d)	9,682,859		347,033,676
Fidelity Consumer Staples Portfolio (d)	2,777,015		258,068,017
Fidelity Energy Portfolio (d)	4,815,264		193,621,778
Fidelity Financial Services Portfolio (d)	5,078,834		444,702,682
Fidelity Health Care Portfolio (d)	1,777,140		391,059,567
Fidelity Industrials Portfolio (d)	8,764,459		278,183,920
Fidelity Telecommunications Portfolio (d)	1,051,474		64,833,914
Fidelity Utilities Portfolio (d)	1,129,983		73,844,409
TOTAL SECTOR FUNDS			2,680,442,967
TOTAL EQUITY FUNDS (Cost $7,746,150,863)		8,948,511,845
U.S. Treasury Obligations - 0.0%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.04% to 0.22% 1/7/16 to 7/21/16 (e) (Cost $6,103,865)	$ 6,105,000		6,103,760
Money Market Funds - 1.5%
	Shares		Value
Dreyfus Treasury & Agency Cash Management Fund Institutional Shares, 0.01% (c)	363,948,033		$ 363,948,033
Fidelity Cash Central Fund, 0.18% (b)	14,693,495		14,693,495
TOTAL MONEY MARKET FUNDS (Cost $378,641,528)		378,641,528
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $21,170,778,508)			24,912,581,944
NET OTHER ASSETS (LIABILITIES) - 0.1%			30,912,409
NET ASSETS - 100%		$ 24,943,494,353

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
1,191 CME E-mini S&P 500 Index Contracts (United States)	Dec. 2015	$ 123,852,090	$ 8,218,566

The face value of futures purchased as a percentage of net assets is 0.5%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(d) Affiliated Fund

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $5,944,025.

(f) The JPMorgan U.S. Large Cap Core Plus Fund seeks to provide a high total return from a portfolio of selected equity securities which includes both long and short positions.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $7,710,491 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
ASAC II LP	10/10/13	$ 2,413,050
The Honest Co., Inc. Series D	8/12/15	$ 1,468,003
Velti PLC	4/19/13	$ 220,797

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 4,555

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Advisor Materials Fund Class I	$ 91,514,164	$ -	$ 6,000,000	$ -	$ 78,457,463
Fidelity Advisor New Insights Fund Class I	43,465,088	-	43,803,697	-	-
Fidelity Advisor Technology Fund Class I	569,237,231	23,669,850	15,000,000	-	550,637,541
Fidelity Consumer Discretionary Portfolio	357,666,812	-	27,500,000	-	347,033,676
Fidelity Consumer Staples Portfolio	277,691,014	-	12,500,000	-	258,068,017
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Energy Portfolio	$ 227,727,798	$ -	$ 5,000,000	$ -	$ 193,621,778
Fidelity Financial Services Portfolio	464,678,953	-	6,000,000	-	444,702,682
Fidelity Growth Company Fund	50,646,706	25,000,000	-	-	78,935,124
Fidelity Health Care Portfolio	473,136,694	-	40,000,000	-	391,059,567
Fidelity Industrials Portfolio	289,883,785	-	10,000,000	-	278,183,920
Fidelity SAI U.S. Quality Index Fund	-	168,000,000	-	-	169,055,929
Fidelity Telecommunications Portfolio	67,494,385	-	1,000,000	-	64,833,914
Fidelity Utilities Portfolio	81,121,501	-	-	-	73,844,409
Spartan 500 Index Fund Investor Class	563,130,411	843,225,280	988,684,308	7,809,253	428,503,343
Total	$ 3,557,394,542	$ 1,059,895,130	$ 1,155,488,005	$ 7,809,253	$ 3,356,937,363

Other Information

The following is a summary of the inputs used, as of November 30, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,958,237,797	$ 1,956,769,794	$ -	$ 1,468,003
Consumer Staples	1,589,930,184	1,578,472,479	11,457,705	-
Energy	991,442,757	991,442,757	-	-
Financials	2,690,117,796	2,690,117,796	-	-
Health Care	2,415,184,500	2,415,184,500	-	-
Industrials	1,836,327,230	1,836,327,230	-	-
Information Technology	3,043,417,857	3,033,972,378	3,203,388	6,242,091
Materials	529,546,524	518,386,298	11,160,226	-
Telecommunication Services	242,348,591	242,348,591	-	-
Utilities	282,771,575	282,771,575	-	-
Equity Funds	8,948,511,845	8,948,511,845	-	-
U.S. Treasury Obligations	6,103,760	-	6,103,760	-
Money Market Funds	378,641,528	378,641,528	-	-
Total Investments in Securities:	$ 24,912,581,944	$ 24,872,946,771	$ 31,925,079	$ 7,710,094
Derivative Instruments:
Assets
Futures Contracts	$ 8,218,566	$ 8,218,566	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 8,218,566	$ -
Total Value of Derivatives	$ 8,218,566	$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2015 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $17,505,500,308)	$ 21,197,410,716
Fidelity Central Funds (cost $363,598,876)	358,233,865
Affiliated issuers (cost $3,301,679,324)	3,356,937,363
Total Investments (cost $21,170,778,508)		$ 24,912,581,944
Foreign currency held at value (cost $994,906)		968,238
Receivable for investments sold		147,949,031
Receivable for fund shares sold		9,874,561
Dividends receivable		34,376,969
Interest receivable		10,290
Distributions receivable from Fidelity Central Funds		1,584
Other receivables		155,990
Total assets		25,105,918,607

Liabilities
Payable for investments purchased	$ 147,014,381
Payable for fund shares redeemed	10,838,733
Accrued management fee	3,788,609
Payable for daily variation margin for derivative instruments	617,760
Other payables and accrued expenses	164,771
Total liabilities		162,424,254

Net Assets		$ 24,943,494,353
Net Assets consist of:
Paid in capital		$ 21,182,861,800
Undistributed net investment income		132,251,738
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(121,598,008)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,749,978,823
Net Assets, for 1,644,579,739 shares outstanding		$ 24,943,494,353
Net Asset Value, offering price and redemption price per share ($24,943,494,353 ÷ 1,644,579,739 shares)		$ 15.17

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended November 30, 2015 (Unaudited)

Investment Income
Dividends:
Unaffiliated issuers		$ 146,694,396
Affiliated issuers		7,809,253
Interest		26,672
Income from Fidelity Central Funds		4,555
Total income		154,534,876

Expenses
Management fee	$ 51,842,570
Independent trustees' compensation	127,995
Miscellaneous	18,339
Total expenses before reductions	51,988,904
Expense reductions	(30,492,894)	21,496,010
Net investment income (loss)		133,038,866
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(88,109,627)
Affiliated issuers	33,705,885
Foreign currency transactions	(634,199)
Futures contracts	(5,526,768)
Realized gain distribution from underlying funds:
Affiliated issuers	23,669,849
Total net realized gain (loss)		(36,894,860)
Change in net unrealized appreciation (depreciation) on: Investment securities	(462,944,442)
Assets and liabilities in foreign currencies	(43,238)
Futures contracts	5,354,771
Total change in net unrealized appreciation (depreciation)		(457,632,909)
Net gain (loss)		(494,527,769)
Net increase (decrease) in net assets resulting from operations		$ (361,488,903)

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended November 30, 2015 (Unaudited)	Year ended May 31, 2015
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 133,038,866	$ 259,352,019
Net realized gain (loss)	(36,894,860)	1,250,578,771
Change in net unrealized appreciation (depreciation)	(457,632,909)	915,512,597
Net increase (decrease) in net assets resulting from operations	(361,488,903)	2,425,443,387
Distributions to shareholders from net investment income	(98,285,351)	(205,800,317)
Distributions to shareholders from net realized gain	(932,954,789)	(1,045,352,295)
Total distributions	(1,031,240,140)	(1,251,152,612)
Share transactions
Proceeds from sales of shares	2,858,812,019	11,425,710,248
Reinvestment of distributions	1,028,514,684	1,248,026,231
Cost of shares redeemed	(2,048,855,877)	(3,547,604,002)
Net increase (decrease) in net assets resulting from share transactions	1,838,470,826	9,126,132,477
Total increase (decrease) in net assets	445,741,783	10,300,423,252

Net Assets
Beginning of period	24,497,752,570	14,197,329,318
End of period (including undistributed net investment income of $132,251,738 and undistributed net investment income of $97,498,223, respectively)	$ 24,943,494,353	$ 24,497,752,570
Other Information
Shares
Sold	191,804,406	754,035,975
Issued in reinvestment of distributions	67,532,153	80,378,349
Redeemed	(134,818,334)	(226,738,395)
Net increase (decrease)	124,518,225	607,675,929

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

Semiannual Report

Financial Highlights - Strategic Advisers Core Fund

	Six months ended November 30, 2015	Years ended May 31,
	(Unaudited)	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.12	$ 15.56	$ 14.00	$ 11.28	$ 12.06	$ 9.74
Income from Investment Operations
Net investment income (loss)^D	.08	.19	.16	.17	.13	.10
Net realized and unrealized gain (loss)	(.35)	1.51	2.52	2.89	(.56)	2.32
Total from investment operations	(.27)	1.70	2.68	3.06	(.43)	2.42
Distributions from net investment income	(.07)	(.16)	(.14)	(.16)	(.12)	(.08)
Distributions from net realized gain	(.62)	(.98)	(.98)	(.18)	(.23)	(.02)
Total distributions	(.68)^I	(1.14)	(1.12)	(.34)	(.35)	(.10)
Net asset value, end of period	$ 15.17	$ 16.12	$ 15.56	$ 14.00	$ 11.28	$ 12.06
Total Return^{B, C}	(1.68)%	11.37%	20.15%	27.75%	(3.58)%	24.93%
Ratios to Average Net Assets^{E, F}
Expenses before reductions	.43%^A	.42%	.46%	.44%	.41%	.41%
Expenses net of fee waivers, if any	.18%^A	.17%	.20%	.19%	.16%	.15%
Expenses net of all reductions	.18%^A	.17%	.20%	.19%	.16%	.15%
Net investment income (loss)	1.10%^A	1.22%	1.07%	1.36%	1.20%	.90%
Supplemental Data
Net assets, end of period (000 omitted)	$ 24,943,494	$ 24,497,753	$ 14,197,329	$ 10,785,567	$ 8,064,341	$ 8,524,136
Portfolio turnover rate^G	78%^A	104%	109%	73%	64%^H	54%
^AAnnualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds. ^G Amount does not include the portfolio activity of any Underlying Funds. ^H Portfolio turnover rate excludes securities received or delivered in-kind. ^I Total distributions of $.68 per share is comprised of distributions from net investment income of $.065 and distributions from net realized gain of $.617 per share.

Semiannual Report

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

Notes to Financial Statements

For the period ended November 30, 2015 (Unaudited)

1. Organization.

Strategic Advisers Core Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is offered exclusively to clients of Strategic Advisers, Inc. (Strategic Advisers), an affiliate of Fidelity Management & Research Company (FMR).

2. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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

Level 1 - quoted prices in active markets for identical investments

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Semiannual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual fund, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2015, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ETFs, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Semiannual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 4,253,213,299
Gross unrealized depreciation	(669,150,492)
Net unrealized appreciation (depreciation) on securities	$ 3,584,062,807
Tax cost	$ 21,328,519,137

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

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3. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $(5,526,768) and a change in net unrealized appreciation (depreciation) of $5,354,771 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $10,243,462,646 and $9,322,780,260, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .18% of the Fund's average net assets. The investment adviser pays all other expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees. The management fee is reduced by an amount equal to the fees and expenses paid by the Fund to the independent Trustees.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. AllianceBernstein, L.P. (AB), Brandywine Global Investment Management, LLC, ClariVest Asset Management LLC, Cornerstone Investment Partners, LLC (through June 29, 2015), First Eagle Investment Management, LLC, J.P. Morgan Investment Management, Inc., LSV Asset Management, OppenheimerFunds, Inc., FIAM LLC (formerly Pyramis Global Advisors, LLC), an affiliate of the investment adviser, and T. Rowe Price Associates, Inc. each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Aristotle Capital Management, LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc., Robeco Investment Management, Inc. (d/b/a Boston Partners) and Waddell & Reed Investment Management Co. have been retained to serve as a sub-adviser for the Fund.

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Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Sub-Advisers - continued

As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $224,480 for the period.

6. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Fidelity Cash Central Fund seeks preservation of capital and current income and is managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13,376 and is reflected in Miscellaneous expenses on the

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7. Committed Line of Credit - continued

Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2018. During the period, this waiver reduced the Fund's management fee by $30,192,910.

In addition, the investment adviser has voluntarily agreed to waive a portion of the Fund's management fee. During the period, this waiver reduced the Fund's management fee by $294,617.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's management fee. During the period, these credits reduced the Fund's management fee by $5,367.

9. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets. At the end of the period, the Fund was the owner of record of 10% or more of the total outstanding shares of the following Underlying Funds:

Fidelity SAI U.S. Quality Index Fund	52%
Financial Services Portfolio	34%
Fidelity Adviser Technology Fund	32%
Consumer Discretionary Portfolio	27%
Industrials Portfolio	23%
Telecommunications Portfolio	11%
Utilities Portfolio	11%

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Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Alliance Bernstein L.P. (AB), Aristotle Capital Management (Aristotle), Brandywine Global Investment Management (Brandywine), ClariVest Asset Management (ClariVest), First Eagle Investment Management, LLC (First Eagle), LSV Asset Management (LSV), Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management (MSIM), OppenheimerFunds, Inc. (OppenheimerFunds), Pyramis Global Advisors, LLC (Pyramis), Robeco investment Management, Inc. (dba Boston Partners), T. Rowe Price Associates, Inc. (T. Rowe Price), and Waddell & Reed Investment Management Company (WRIMCO) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2015 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which (if any) economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders. In connection with a corporate reorganization involving First Eagle, in addition to renewing the existing sub-advisory agreement with First Eagle, the Board prospectively approved a new sub-advisory agreement with First Eagle (together with the Sub-Advisory Agreements and the management contract, the Advisory Contracts) to take effect upon the consummation of a transaction that would result in a change in control of First Eagle, effectively terminating the existing sub-advisory agreement. The Board noted that the reorganization would not result in any changes to the personnel that currently provide services to the fund or the nature, extent and quality of the services provided to the fund. In addition, the Board noted that the terms of the prospective sub-advisory agreement with First Eagle are identical to those of the current sub-advisory agreement.

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In considering whether to renew the Advisory Contracts for the fund and prospectively approve a new sub-advisory agreement with First Eagle, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of a new sub-advisory agreement with First Eagle is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the new sub-advisory agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve a new sub-advisory agreement with First Eagle was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, AB, Aristotle, Brandywine, ClariVest, First Eagle, LSV, MFS, MSIM, OppenheimerFunds, Pyramis, Boston Partners, T. Rowe Price, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

The Trustees also discussed with representatives of Strategic Advisers, at meetings throughout the year, Strategic Advisers' role in (i) identifying and recommending to the Trustees one or more sub-advisers for the fund; (ii) overseeing compliance with federal securities laws by each sub-adviser with respect to fund assets; (iii) monitoring and overseeing the performance and investment capabilities of each sub-adviser; and (iv) recommending the replacement of a sub-adviser as appropriate. The Trustees considered that the Board had received from Strategic Advisers substantial information and periodic reports about the sub-adviser oversight and due diligence processes, as well as periodic reports regarding the performance of each sub-adviser.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. The Board took into account discussions with Strategic Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group").

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2014, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

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Strategic Advisers Core Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one-, three-, and five-year periods ended December 31, 2014. The Board also noted that the fund had out-performed 57%, 63%, and 57% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2014. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2018 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.00%. In addition, the Board considered that the portion of the management fee paid to Strategic Advisers is all-inclusive, meaning that Strategic Advisers pays the fund's operating expenses, with certain limited exceptions, out of its portfolio of the management fee. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board also noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

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Strategic Advisers Core Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended February 28, 2015.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses (giving effect to the fund's all-inclusive management fee) were below the median of the fund's Total Mapped Group for the 12-month period ended February 28, 2015.

Fees Charged to Other Clients. The Board also considered fee structures paid by the Investment Advisers' other clients, such as other funds advised or subadvised by the Investment Advisers, pension plan clients, and other institutional clients with similar investment mandates.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

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

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

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2018.

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Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Board Approval of Investment Advisory Contract

Strategic Advisers Core Fund

On June 4, 2015, the Board of Trustees, including the Independent Trustees (together, the Board), voted at an in-person meeting to approve an amendment to the fee schedule in the existing sub-advisory agreement (the Current Sub-Advisory Agreement) with Waddell & Reed Investment Management Company (Waddell & Reed) for the fund (the Amended Sub-Advisory Agreement), which has the potential to lower the amount of fees paid by Strategic Advisers, Inc. (Strategic Advisers) to Waddell & Reed on behalf of the fund. The terms of the Amended Sub-Advisory Agreement are identical to those of the Current Sub-Advisory Agreement, except with respect to the date of execution and the fee schedule.

The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information it believed relevant to the approval of the Amended Sub-Advisory Agreement.

In considering whether to approve the Amended Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Amended Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Amended Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve the Amended Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered that it reviewed information regarding the staffing within Waddell & Reed, including the backgrounds and compensation of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy in connection with the annual renewal of the Current Sub-Advisory Agreement at its September 2014 Board meeting, as well as the information provided by Waddell & Reed in connection with the upcoming renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting.

The Board considered that the Amended Sub-Advisory Agreement will not result in any changes to the nature and quality of the services provided to the fund. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to (i) the investment process or strategies employed in the management of the fund's assets or (ii) the day-to-day management of the fund or the persons primarily responsible for such management.

Investment Performance. The Board considered that it reviewed historical investment performance of Waddell & Reed in managing fund assets in connection with the Board's renewal of the Current Sub-Advisory Agreement as well as the information provided by Waddell & Reed regarding its performance in connection with the upcoming renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

Based on its review, the Board concluded that the nature, extent, and quality of services that will be provided to the fund under the Amended Sub-Advisory Agreement will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.

The Board considered that the new fee schedule will not result in any changes to the fund's total management fee or total fund expenses of the fund because Strategic Advisers has not allocated any assets of the fund to Waddell & Reed. The Board considered that to the extent Strategic Advisers allocates assets of the fund to Waddell & Reed in the future, the new fee schedule would result in lower fees to be paid by Strategic Advisers to Waddell & Reed, on behalf of the fund, compared to the existing fee schedule. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' contractual management fee waiver for the fund. In addition, the Board considered that Strategic Advisers' portion of the management fee will continue to be all-inclusive and that Strategic Advisers will continue to pay the fund's operating expenses, with certain limited exceptions, out of its portion of the management fee. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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Because the Amended Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the fund's investment performance or costs of services and profitability to be significant factors in its decision to approve the Amended Sub-Advisory Agreement.

Potential Fall-Out Benefits. The Board considered that it reviewed information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2014 Board meeting, as well as the information provided by Strategic Advisers in connection with the upcoming renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

Possible Economies of Scale. The Board considered that the Amended Sub-Advisory Agreement, like the Current Sub-Advisory Agreement, provides for breakpoints as the fund's assets grow and noted that the decline in sub-advisory fees pursuant to the new fee schedule will accrue directly to shareholders. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2014 Board meeting, as well as the information provided by Strategic Advisers in connection with the upcoming renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the Amended Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Board Approval of Investment Advisory Contract

Strategic Advisers Core Fund

On September 16, 2015, the Board of Trustees, including the Independent Trustees (together, the Board), voted at an in-person meeting to approve an amendment to the fee schedule in the existing sub-advisory agreement (the Current Sub-Advisory Agreement) with Morgan Stanley Investment Management, Inc. (MSIM) for the fund (the Amended Sub-Advisory Agreement), which has the potential to lower the amount of fees paid by Strategic Advisers, Inc. (Strategic Advisers) to MSIM, on behalf of the fund. The terms of the Amended Sub-Advisory Agreement are identical to those of the Current Sub-Advisory Agreement, except with respect to the date of execution and the fee schedule.

Nature, Extent, and Quality of Services Provided. The Board considered that it reviewed information regarding the staffing within MSIM, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy in connection with the annual renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting.

The Board considered that the Amended Sub-Advisory Agreement will not result in any changes to the services provided to the fund. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to (i) the investment process or strategies employed in the management of the fund's assets or (ii) the day-to-day management of the fund or the persons primarily responsible for such management.

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Investment Performance. The Board also considered that it reviewed historical investment performance of MSIM in managing fund assets in connection with the Board's renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

Competitiveness of Management Fee and Total Fund Expenses.

The Board considered that the new fee schedule will not result in any changes to the fund's total management fee or total fund expenses because Strategic Advisers has not allocated any assets of the fund to MSIM. The Board considered that to the extent Strategic Advisers allocates assets of the fund to MSIM in the future, the new fee schedule would result in lower fees to be paid by Strategic Advisers to MSIM, on behalf of the fund, compared to the existing fee schedule. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' contractual management fee waiver for the fund. In addition, the Board considered that Strategic Adviser's portion of the management fee paid to Strategic Advisers will continue to be all-inclusive and that Strategic Advisers will continue to pay the fund's operating expenses, with certain limited exceptions, out of its portion of the management fee. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Possible Economies of Scale. The Board considered that the Amended Sub-Advisory Agreement provides for breakpoints that have the potential to further reduce sub-advisory fees paid to MSIM as assets allocated to MSIM grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

AllianceBernstein L.P.

Aristotle Capital Management, LLC

Brandywine Global Investment Management, LLC

ClariVest Asset Management LLC

FIAM LLC

First Eagle Investment Management, LLC

JP Morgan Investment Management Inc.

Loomis, Sayles & Company, L.P.

LSV Asset Management

Massachusetts Financial Services Company

Morgan Stanley Investment Management, Inc.

OppenheimerFunds, Inc.

Robeco Investment Management, Inc.
doing business as Boston Partners

T. Rowe Price Associates, Inc.

Waddell & Reed Investment Management Company

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SAI-COR-USAN-0116
1.922645.105

Strategic Advisers®
Value Fund

Offered exclusively to certain clients of Strategic Advisers, Inc. - not available for sale to the general public

Semiannual Report

November 30, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2015 to November 30, 2015).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During Period^CJune 1, 2015 to November 30, 2015
Actual	.32%	$ 1,000.00	$ 973.00	$ 1.58
Hypothetical^A		$ 1,000.00	$ 1,023.40	$ 1.62

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

Semiannual Report

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of November 30, 2015
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Value Advantage Fund Institutional Class	10.0	11.3
Invesco Diversified Dividend Fund - Class A	4.5	4.3
Fidelity Low-Priced Stock Fund	4.1	4.0
JPMorgan Chase & Co.	2.6	2.4
Johnson & Johnson	2.5	1.4
Exxon Mobil Corp.	2.2	1.5
Pfizer, Inc.	2.1	2.0
Apple, Inc.	1.9	2.1
Wells Fargo & Co.	1.8	2.1
Citigroup, Inc.	1.6	1.3
	33.3
Top Five Market Sectors as of November 30, 2015
(Stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.3	20.7
Health Care	11.5	11.4
Information Technology	11.2	12.4
Industrials	8.6	8.3
Energy	7.7	6.5

Asset Allocation (% of fund's net assets)
As of November 30, 2015		As of May 31, 2015
	Common Stocks 79.0%		Common Stocks 77.4%
	Large Value Funds 14.5%		Large Value Funds 15.6%
	Mid-Cap Value Funds 4.1%		Mid-Cap Value Funds 4.0%
	Short-Term Investments and Net Other Assets (Liabilities) 2.4%		Short-Term Investments and Net Other Assets (Liabilities) 3.0%

one732615

Asset allocations of equity funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Semiannual Report

Investments November 30, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 79.0%
	Shares		Value
CONSUMER DISCRETIONARY - 6.7%
Auto Components - 1.0%
Autoliv, Inc.	146,300		$ 18,408,929
Cooper Tire & Rubber Co.	265,127		11,132,683
Delphi Automotive PLC	138,700		12,188,956
Gentex Corp.	144,400		2,416,534
Johnson Controls, Inc.	334,300		15,377,800
Lear Corp.	311,951		39,274,631
The Goodyear Tire & Rubber Co.	557,300		19,438,624
			118,238,157
Automobiles - 0.9%
Ford Motor Co.	2,359,400		33,810,202
General Motors Co.	1,467,800		53,134,360
Harley-Davidson, Inc.	488,572		23,900,942
			110,845,504
Hotels, Restaurants & Leisure - 0.4%
Brinker International, Inc.	309,300		14,110,266
Carnival Corp. unit	292,200		14,764,866
Hyatt Hotels Corp. Class A (a)	16,100		793,569
Royal Caribbean Cruises Ltd.	83,300		7,714,413
Six Flags Entertainment Corp.	111,460		5,784,774
Wyndham Worldwide Corp.	55,600		4,221,152
			47,389,040
Household Durables - 0.5%
Lennar Corp. Class A	476,800		24,416,928
PulteGroup, Inc.	172,900		3,368,092
Toll Brothers, Inc. (a)	87,300		3,245,814
Whirlpool Corp.	164,600		26,750,792
			57,781,626
Media - 2.3%
AMC Networks, Inc. Class A (a)	24,900		2,024,619
CBS Corp. Class B	398,301		20,106,234
Comcast Corp. Class A	175,508		10,681,417
Discovery Communications, Inc. Class A (a)	74,000		2,304,360
Gannett Co., Inc.	247,600		4,229,008
Liberty Broadband Corp. Class C (a)	92,788		4,900,134
Liberty Global PLC:
Class C (a)	473,539		19,415,099
LiLAC Class C (a)	23,355		915,983
Liberty Media Corp. Class C (a)	173,096		6,768,054
News Corp. Class A	182,600		2,620,310
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Omnicom Group, Inc.	154,653		$ 11,431,950
Starz Series A (a)	328,655		11,594,948
Tegna, Inc.	606,900		17,144,925
Time Warner Cable, Inc.	217,270		40,144,978
Time Warner, Inc.	1,113,372		77,913,773
Time, Inc.	126,508		2,105,093
Twenty-First Century Fox, Inc. Class A	579,800		17,109,898
Viacom, Inc. Class B (non-vtg.)	575,800		28,669,082
			280,079,865
Multiline Retail - 1.0%
Big Lots, Inc.	160,800		7,234,392
Dillard's, Inc. Class A	109,300		8,197,500
Dollar General Corp.	145,900		9,543,319
Kohl's Corp.	444,400		20,944,572
Macy's, Inc.	348,100		13,603,748
Target Corp.	849,471		61,586,648
			121,110,179
Specialty Retail - 0.5%
Abercrombie & Fitch Co. Class A	158,700		4,057,959
AutoNation, Inc. (a)	54,800		3,502,816
Best Buy Co., Inc.	742,058		23,582,603
Foot Locker, Inc.	69,000		4,485,000
GameStop Corp. Class A	50,500		1,769,015
Home Depot, Inc.	168,000		22,491,840
Penske Automotive Group, Inc.	44,100		2,057,706
Staples, Inc.	104,000		1,255,280
			63,202,219
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	102,100		3,243,717
PVH Corp.	40,900		3,733,761
Ralph Lauren Corp.	29,100		3,614,511
			10,591,989
TOTAL CONSUMER DISCRETIONARY			809,238,579
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 3.0%
Beverages - 0.1%
Coca-Cola Enterprises, Inc.	25,980		$ 1,306,794
Diageo PLC sponsored ADR	116,000		13,288,960
			14,595,754
Food & Staples Retailing - 0.5%
CVS Health Corp.	103,357		9,724,860
Kroger Co.	511,300		19,255,558
Wal-Mart Stores, Inc.	278,000		16,357,520
Walgreens Boots Alliance, Inc.	242,000		20,335,260
			65,673,198
Food Products - 1.6%
Archer Daniels Midland Co.	1,266,500		46,214,585
Bunge Ltd.	280,300		18,670,783
Cal-Maine Foods, Inc.	90,100		4,911,351
Fresh Del Monte Produce, Inc.	235,200		10,280,592
General Mills, Inc.	310,100		17,911,376
Ingredion, Inc.	294,500		29,028,865
Kellogg Co.	141,600		9,737,832
Mondelez International, Inc.	364,000		15,892,240
The Hershey Co.	121,000		10,443,510
Tyson Foods, Inc. Class A	606,278		30,313,900
			193,405,034
Personal Products - 0.3%
Coty, Inc. Class A	350,000		9,723,000
Edgewell Personal Care Co. (a)	24,000		1,932,000
Herbalife Ltd. (a)	37,200		2,147,556
Unilever NV (NY Reg.)	371,000		16,227,540
			30,030,096
Tobacco - 0.5%
Philip Morris International, Inc.	652,800		57,048,192
TOTAL CONSUMER STAPLES			360,752,274
ENERGY - 7.7%
Energy Equipment & Services - 0.7%
Atwood Oceanics, Inc.	236,000		3,747,680
Baker Hughes, Inc.	151,600		8,197,012
Ensco PLC Class A	385,800		6,604,896
FMC Technologies, Inc. (a)	112,900		3,840,858
Halliburton Co.	588,100		23,435,785
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Helmerich & Payne, Inc.	197,200		$ 11,486,900
National Oilwell Varco, Inc.	202,100		7,546,414
Noble Corp.	962,700		12,775,029
Parker Drilling Co. (a)	1,082,600		2,977,150
Rowan Companies PLC	608,500		12,370,805
			92,982,529
Oil, Gas & Consumable Fuels - 7.0%
Anadarko Petroleum Corp.	180,252		10,797,095
Canadian Natural Resources Ltd.	379,934		9,200,693
Chevron Corp.	1,008,500		92,096,220
Cimarex Energy Co.	49,351		5,873,756
ConocoPhillips Co.	345,700		18,685,085
Diamondback Energy, Inc.	76,694		5,983,666
Energen Corp.	130,148		7,716,475
EOG Resources, Inc.	328,721		27,425,193
EQT Corp.	52,913		3,027,682
Exxon Mobil Corp.	3,187,300		260,274,918
Hess Corp.	208,000		12,272,000
HollyFrontier Corp.	576,800		27,732,544
Marathon Oil Corp.	563,900		9,873,889
Marathon Petroleum Corp.	1,526,987		89,191,311
Occidental Petroleum Corp.	820,469		62,019,252
Phillips 66 Co.	1,202,354		110,051,462
Pioneer Natural Resources Co.	77,600		11,232,600
QEP Resources, Inc.	398,991		6,304,058
Rice Energy, Inc. (a)	89,180		1,202,146
Tesoro Corp.	31,100		3,581,787
Valero Energy Corp.	951,800		68,396,348
Western Refining, Inc.	40,300		1,823,978
			844,762,158
TOTAL ENERGY			937,744,687
FINANCIALS - 22.3%
Banks - 10.8%
Banco Bilbao Vizcaya Argentaria SA sponsored ADR	1,469,600		12,153,592
Bank of America Corp.	9,320,700		162,459,801
BB&T Corp.	701,425		27,089,034
BOK Financial Corp.	125,100		8,613,135
CIT Group, Inc.	373,900		16,062,744
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	3,624,569		$ 196,052,937
Citizens Financial Group, Inc.	172,820		4,602,197
Comerica, Inc.	90,600		4,199,310
Commerce Bancshares, Inc.	51,129		2,347,844
Cullen/Frost Bankers, Inc.	110,900		7,739,711
East West Bancorp, Inc.	71,300		3,092,994
Fifth Third Bancorp	1,539,136		31,813,941
First Republic Bank	232,000		15,975,520
Huntington Bancshares, Inc.	1,808,900		21,146,041
Investors Bancorp, Inc.	167,600		2,148,632
JPMorgan Chase & Co.	4,680,186		312,074,802
KeyCorp	1,449,300		19,000,323
M&T Bank Corp.	99,000		12,407,670
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	1,950,000		12,597,000
Peoples United Financial, Inc.	130,500		2,185,875
PNC Financial Services Group, Inc.	718,800		68,652,588
Regions Financial Corp.	4,681,400		47,469,396
SunTrust Banks, Inc.	1,284,100		55,755,622
Synovus Financial Corp.	64,700		2,159,686
U.S. Bancorp	866,300		38,021,907
Wells Fargo & Co.	3,946,034		217,426,473
			1,303,248,775
Capital Markets - 2.4%
Ameriprise Financial, Inc.	362,300		40,921,785
Bank of New York Mellon Corp.	561,800		24,629,312
BlackRock, Inc. Class A	82,147		29,878,507
E*TRADE Financial Corp. (a)	114,700		3,490,321
Eaton Vance Corp. (non-vtg.)	55,600		1,997,152
Goldman Sachs Group, Inc.	390,100		74,126,802
Invesco Ltd.	216,400		7,290,516
Morgan Stanley	1,543,800		52,952,340
Northern Trust Corp.	100,500		7,531,470
State Street Corp.	430,200		31,223,916
T. Rowe Price Group, Inc.	124,400		9,473,060
			283,515,181
Consumer Finance - 1.8%
Ally Financial, Inc. (a)	626,445		12,503,842
American Express Co.	526,900		37,747,116
Capital One Financial Corp.	1,048,555		82,322,053
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services	1,019,025		$ 57,839,859
Navient Corp.	906,185		10,792,663
Nelnet, Inc. Class A	227,900		7,520,700
Synchrony Financial (a)	360,869		11,486,460
			220,212,693
Diversified Financial Services - 0.5%
Berkshire Hathaway, Inc. Class B (a)	380,956		51,082,390
Leucadia National Corp.	175,400		3,101,072
The NASDAQ OMX Group, Inc.	81,300		4,765,806
Voya Financial, Inc.	108,300		4,407,810
			63,357,078
Insurance - 6.1%
ACE Ltd.	375,396		43,114,231
AFLAC, Inc.	636,000		41,492,640
Alleghany Corp. (a)	8,100		4,125,816
Allstate Corp.	800,235		50,222,749
American Financial Group, Inc.	288,000		21,312,000
American International Group, Inc.	879,411		55,912,951
Aon PLC	91,416		8,660,752
Arch Capital Group Ltd. (a)	60,600		4,391,682
Assurant, Inc.	341,100		29,170,872
Axis Capital Holdings Ltd.	310,200		17,371,200
Cincinnati Financial Corp.	69,100		4,222,701
Endurance Specialty Holdings Ltd.	178,800		11,793,648
Everest Re Group Ltd.	185,000		34,121,400
Genworth Financial, Inc. Class A (a)	504,800		2,549,240
Hanover Insurance Group, Inc.	168,500		14,255,100
Hartford Financial Services Group, Inc.	1,367,100		62,394,444
Lincoln National Corp.	742,493		40,829,690
Loews Corp.	175,500		6,649,695
Markel Corp. (a)	5,700		5,159,469
MetLife, Inc.	1,362,429		69,606,498
Principal Financial Group, Inc.	145,000		7,461,700
Progressive Corp.	289,500		8,922,390
Prudential Financial, Inc.	614,600		53,193,630
Reinsurance Group of America, Inc.	41,100		3,776,268
The Travelers Companies, Inc.	795,796		91,174,348
Torchmark Corp.	174,600		10,584,252
Unum Group	688,900		25,268,852
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
W.R. Berkley Corp.	61,100		$ 3,400,826
XL Group PLC Class A	203,776		7,780,168
			738,919,212
Real Estate Investment Trusts - 0.6%
American Homes 4 Rent Class A	264,856		4,444,284
Annaly Capital Management, Inc.	2,759,800		26,438,884
Hospitality Properties Trust (SBI)	508,600		14,123,822
Lexington Corporate Properties Trust	910,700		7,822,913
Piedmont Office Realty Trust, Inc. Class A	478,000		9,316,220
VEREIT, Inc.	1,019,900		8,495,767
			70,641,890
Real Estate Management & Development - 0.0%
Jones Lang LaSalle, Inc.	21,500		3,571,580
Thrifts & Mortgage Finance - 0.1%
New York Community Bancorp, Inc.	215,300		3,530,920
Radian Group, Inc.	585,400		8,341,950
			11,872,870
TOTAL FINANCIALS			2,695,339,279
HEALTH CARE - 11.5%
Biotechnology - 2.5%
AbbVie, Inc.	573,500		33,349,025
Amgen, Inc.	685,900		110,498,490
Baxalta, Inc.	925,400		31,815,252
Gilead Sciences, Inc.	1,034,291		109,593,474
United Therapeutics Corp. (a)	96,580		14,741,005
			299,997,246
Health Care Equipment & Supplies - 0.6%
Baxter International, Inc.	662,600		24,946,890
Medtronic PLC	505,465		38,081,733
St. Jude Medical, Inc.	140,100		8,840,310
Zimmer Biomet Holdings, Inc.	82,010		8,283,830
			80,152,763
Health Care Providers & Services - 2.8%
Aetna, Inc.	486,200		49,957,050
Anthem, Inc.	591,663		77,141,022
Cardinal Health, Inc.	117,334		10,190,458
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Cigna Corp.	77,260		$ 10,428,555
Express Scripts Holding Co. (a)	711,188		60,792,350
HCA Holdings, Inc. (a)	554,850		37,763,091
Quest Diagnostics, Inc.	419,098		28,632,775
UnitedHealth Group, Inc.	497,000		56,016,870
Universal Health Services, Inc. Class B	45,200		5,492,704
			336,414,875
Pharmaceuticals - 5.6%
Johnson & Johnson	2,969,176		300,599,378
Merck & Co., Inc.	2,184,586		115,804,904
Novartis AG sponsored ADR	162,400		13,842,976
Pfizer, Inc.	7,602,234		249,125,208
Teva Pharmaceutical Industries Ltd. sponsored ADR	52,387		3,296,714
			682,669,180
TOTAL HEALTH CARE			1,399,234,064
INDUSTRIALS - 8.6%
Aerospace & Defense - 3.8%
General Dynamics Corp.	407,404		59,668,390
Honeywell International, Inc.	437,156		45,442,366
Huntington Ingalls Industries, Inc.	23,300		3,050,436
L-3 Communications Holdings, Inc.	182,448		22,333,460
Lockheed Martin Corp.	264,072		57,874,020
Moog, Inc. Class A (a)	92,752		6,128,125
Northrop Grumman Corp.	437,700		81,569,772
Raytheon Co.	292,122		36,231,892
Rockwell Collins, Inc.	66,000		6,116,880
Spirit AeroSystems Holdings, Inc. Class A (a)	69,500		3,645,275
Textron, Inc.	308,835		13,177,989
The Boeing Co.	479,300		69,714,185
Triumph Group, Inc.	270,000		10,813,500
United Technologies Corp.	483,291		46,420,101
Vectrus, Inc. (a)	37,733		911,629
			463,098,020
Air Freight & Logistics - 0.1%
FedEx Corp.	99,400		15,758,876
Airlines - 0.8%
Alaska Air Group, Inc.	67,900		5,413,667
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Airlines - continued
American Airlines Group, Inc.	312,200		$ 12,881,372
Delta Air Lines, Inc.	1,201,063		55,801,387
Southwest Airlines Co.	322,100		14,777,948
United Continental Holdings, Inc. (a)	184,160		10,263,237
			99,137,611
Building Products - 0.0%
Owens Corning	57,700		2,702,668
Commercial Services & Supplies - 0.2%
ADT Corp.	81,700		2,897,899
Deluxe Corp.	191,700		11,243,205
Pitney Bowes, Inc.	43,400		937,440
R.R. Donnelley & Sons Co.	640,600		10,307,254
The Brink's Co.	42,484		1,367,135
			26,752,933
Construction & Engineering - 0.1%
Chicago Bridge & Iron Co. NV	51,900		2,218,725
Fluor Corp.	70,100		3,406,860
Jacobs Engineering Group, Inc. (a)	60,700		2,679,298
Tutor Perini Corp. (a)	185,700		3,498,588
			11,803,471
Electrical Equipment - 0.3%
Eaton Corp. PLC	188,000		10,934,080
Emerson Electric Co.	324,200		16,210,000
Hubbell, Inc. Class B	25,100		2,492,179
Rockwell Automation, Inc.	65,400		6,961,176
			36,597,435
Industrial Conglomerates - 0.6%
General Electric Co.	2,273,372		68,064,758
Machinery - 1.9%
AGCO Corp.	255,200		12,826,352
Caterpillar, Inc.	525,200		38,155,780
Crane Co.	66,896		3,479,930
Deere & Co.	811,000		64,531,270
Dover Corp.	76,700		5,054,530
Illinois Tool Works, Inc.	335,100		31,492,698
Ingersoll-Rand PLC	247,105		14,497,650
Lincoln Electric Holdings, Inc.	28,500		1,608,825
Oshkosh Corp.	292,000		12,807,120
PACCAR, Inc.	146,600		7,617,336
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Parker Hannifin Corp.	72,800		$ 7,619,248
Pentair PLC	89,300		5,063,310
Stanley Black & Decker, Inc.	74,100		8,088,756
Timken Co.	169,200		5,455,008
Trinity Industries, Inc.	504,800		13,705,320
			232,003,133
Professional Services - 0.1%
Dun & Bradstreet Corp.	19,300		2,080,347
Manpower, Inc.	36,700		3,313,276
			5,393,623
Road & Rail - 0.5%
AMERCO	6,400		2,594,560
CSX Corp.	1,439,569		40,926,947
Norfolk Southern Corp.	147,900		14,059,374
			57,580,881
Trading Companies & Distributors - 0.2%
Aircastle Ltd.	570,900		11,966,064
TAL International Group, Inc.	236,100		4,764,498
W.W. Grainger, Inc.	31,100		6,236,794
			22,967,356
TOTAL INDUSTRIALS			1,041,860,765
INFORMATION TECHNOLOGY - 11.2%
Communications Equipment - 1.8%
Brocade Communications Systems, Inc.	2,289,562		21,487,539
Cisco Systems, Inc.	5,920,221		161,326,022
Harris Corp.	308,776		25,668,549
QUALCOMM, Inc.	254,400		12,412,176
			220,894,286
Electronic Equipment & Components - 0.9%
Arrow Electronics, Inc. (a)	48,700		2,754,472
Avnet, Inc.	105,900		4,799,388
Corning, Inc.	2,195,500		41,121,715
Flextronics International Ltd. (a)	1,788,527		20,120,929
Ingram Micro, Inc. Class A	74,600		2,307,378
Jabil Circuit, Inc.	93,700		2,397,783
TE Connectivity Ltd.	244,235		16,385,726
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Tech Data Corp. (a)	166,200		$ 11,243,430
Vishay Intertechnology, Inc.	590,800		7,042,336
			108,173,157
Internet Software & Services - 0.1%
eBay, Inc. (a)	306,072		9,056,670
IT Services - 1.2%
Amdocs Ltd.	102,867		5,819,186
Computer Sciences Corp.	116,115		3,637,883
CSG Systems International, Inc.	185,800		6,638,634
CSRA, Inc. (a)	72,500		2,284,475
IBM Corp.	677,700		94,484,934
PayPal Holdings, Inc. (a)	310,000		10,930,600
The Western Union Co.	250,200		4,718,772
Xerox Corp.	1,814,400		19,141,920
			147,656,404
Semiconductors & Semiconductor Equipment - 1.7%
Intel Corp.	4,105,000		142,730,850
Lam Research Corp.	320,300		25,047,460
Texas Instruments, Inc.	693,500		40,306,220
			208,084,530
Software - 2.0%
Activision Blizzard, Inc.	453,815		17,090,673
Adobe Systems, Inc. (a)	215,000		19,663,900
CA Technologies, Inc.	217,300		6,108,303
Microsoft Corp.	1,009,349		54,858,118
Oracle Corp.	3,369,919		131,325,743
Symantec Corp.	714,600		13,991,868
			243,038,605
Technology Hardware, Storage & Peripherals - 3.5%
Apple, Inc.	1,931,484		228,494,557
EMC Corp.	3,246,500		82,266,310
Hewlett Packard Enterprise Co.	2,012,739		29,909,302
HP, Inc.	1,835,112		23,012,304
NetApp, Inc.	339,000		10,393,740
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
Seagate Technology LLC	571,588		$ 20,542,873
Western Digital Corp.	405,322		25,296,146
			419,915,232
TOTAL INFORMATION TECHNOLOGY			1,356,818,884
MATERIALS - 3.2%
Chemicals - 2.3%
Ashland, Inc.	32,400		3,649,860
Cabot Corp.	272,700		11,873,358
Celanese Corp. Class A	335,900		23,764,925
CF Industries Holdings, Inc.	649,300		29,958,702
E.I. du Pont de Nemours & Co.	371,900		25,043,746
Eastman Chemical Co.	417,471		30,329,268
Huntsman Corp.	1,141,192		14,287,724
LyondellBasell Industries NV Class A	744,300		71,318,826
Methanex Corp.	141,706		5,566,586
Stepan Co.	142,400		7,413,344
The Dow Chemical Co.	864,800		45,082,024
Valspar Corp.	38,000		3,210,620
Westlake Chemical Corp.	64,700		3,885,235
			275,384,218
Construction Materials - 0.1%
Martin Marietta Materials, Inc.	116,000		18,258,400
Containers & Packaging - 0.3%
Avery Dennison Corp.	81,041		5,345,464
Ball Corp.	48,700		3,380,754
Bemis Co., Inc.	50,900		2,398,408
Crown Holdings, Inc. (a)	280,952		14,584,218
Packaging Corp. of America	46,800		3,181,932
Sonoco Products Co.	50,000		2,191,000
WestRock Co.	182,380		9,233,899
			40,315,675
Metals & Mining - 0.2%
Barrick Gold Corp.	403,181		2,967,741
Freeport-McMoRan, Inc.	391,500		3,202,470
Nucor Corp.	158,300		6,561,535
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Reliance Steel & Aluminum Co.	34,600		$ 2,034,826
Steel Dynamics, Inc.	496,400		8,632,396
			23,398,968
Paper & Forest Products - 0.3%
Domtar Corp.	211,100		8,674,099
International Paper Co.	343,539		14,370,236
Schweitzer-Mauduit International, Inc.	199,000		8,322,180
			31,366,515
TOTAL MATERIALS			388,723,776
TELECOMMUNICATION SERVICES - 2.0%
Diversified Telecommunication Services - 2.0%
AT&T, Inc.	2,292,300		77,181,741
Verizon Communications, Inc.	3,619,565		164,509,229
			241,690,970
UTILITIES - 2.8%
Electric Utilities - 1.7%
American Electric Power Co., Inc.	1,039,300		58,211,193
Duke Energy Corp.	340,900		23,099,384
Edison International	161,400		9,580,704
Entergy Corp.	414,600		27,624,798
Eversource Energy	157,100		8,004,245
Exelon Corp.	1,021,300		27,891,703
FirstEnergy Corp.	532,500		16,715,175
Great Plains Energy, Inc.	73,800		1,991,862
ITC Holdings Corp.	422,000		15,563,360
OGE Energy Corp.	48,400		1,263,724
Pinnacle West Capital Corp.	54,900		3,478,464
Xcel Energy, Inc.	251,300		8,961,358
			202,385,970
Gas Utilities - 0.1%
National Fuel Gas Co.	243,000		11,109,960
UGI Corp.	85,600		2,967,752
			14,077,712
Independent Power and Renewable Electricity Producers - 0.2%
The AES Corp.	2,547,429		25,448,816
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - 0.7%
Ameren Corp.	120,200		$ 5,259,952
Consolidated Edison, Inc.	145,200		9,024,180
DTE Energy Co.	58,300		4,692,567
Public Service Enterprise Group, Inc.	1,270,900		49,692,190
SCANA Corp.	338,000		19,989,320
			88,658,209
Water Utilities - 0.1%
American Water Works Co., Inc.	72,100		4,164,496
TOTAL UTILITIES			334,735,203
TOTAL COMMON STOCKS (Cost $7,553,660,573)		9,566,138,481
Equity Funds - 18.6%

Large Value Funds - 14.5%
Invesco Diversified Dividend Fund - Class A	29,265,052		549,012,375
JPMorgan Value Advantage Fund Institutional Class	41,125,592		1,207,858,624
TOTAL LARGE VALUE FUNDS			1,756,870,999
Mid-Cap Value Funds - 4.1%
Fidelity Low-Priced Stock Fund (c)	9,969,888		493,010,953
TOTAL EQUITY FUNDS (Cost $1,749,733,988)		2,249,881,952
U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.1% 12/3/15 to 1/28/16 (d) (Cost $8,328,901)	$ 8,330,000		8,329,336
Money Market Funds - 2.2%
	Shares		Value
SSgA U.S. Treasury Money Market Fund Class N, 0% (a)(b) (Cost $262,962,882)	262,962,882		$ 262,962,882
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $9,574,686,344)			12,087,312,651
NET OTHER ASSETS (LIABILITIES) - 0.1%			17,229,432
NET ASSETS - 100%		$ 12,104,542,083

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
1,748 ICE Russell 1000 Value Index Contracts (United States)	Dec. 2015	$ 172,649,960	$ 8,700,410

The face value of futures purchased as a percentage of net assets is 1.4%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $7,185,419.

Affiliated Underlying Funds

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Fidelity Low-Priced Stock Fund	$ 532,999,732	$ 18,587,848	$ 25,000,000	$ 3,039,078	$ 493,010,953

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 809,238,579	$ 809,238,579	$ -	$ -
Consumer Staples	360,752,274	360,752,274	-	-
Energy	937,744,687	937,744,687	-	-
Financials	2,695,339,279	2,695,339,279	-	-
Health Care	1,399,234,064	1,399,234,064	-	-
Industrials	1,041,860,765	1,041,860,765	-	-
Information Technology	1,356,818,884	1,356,818,884	-	-
Materials	388,723,776	388,723,776	-	-
Telecommunication Services	241,690,970	241,690,970	-	-
Utilities	334,735,203	334,735,203	-	-
Equity Funds	2,249,881,952	2,249,881,952	-	-
U.S. Treasury Obligations	8,329,336	-	8,329,336	-
Money Market Funds	262,962,882	262,962,882	-	-
Total Investments in Securities:	$ 12,087,312,651	$ 12,078,983,315	$ 8,329,336	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 8,700,410	$ 8,700,410	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 8,700,410	$ -
Total Value of Derivatives	$ 8,700,410	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

		November 30, 2015 (Unaudited)
Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $9,173,622,355)	$ 11,594,301,698
Affiliated issuers (cost $401,063,989)	493,010,953
Total Investments (cost $9,574,686,344)		$ 12,087,312,651
Cash		309,481
Receivable for investments sold		159,379,552
Receivable for fund shares sold		4,580,438
Dividends receivable		27,982,574
Prepaid expenses		25,945
Other receivables		34,563
Total assets		12,279,625,204
Liabilities
Payable for investments purchased	$ 166,329,962
Payable for fund shares redeemed	5,097,604
Accrued management fee	1,801,748
Payable for daily variation margin for derivative instruments	279,680
Other affiliated payables	1,428,713
Other payables and accrued expenses	145,414
Total liabilities		175,083,121
Net Assets		$ 12,104,542,083
Net Assets consist of:
Paid in capital		$ 9,122,903,232
Undistributed net investment income		104,823,376
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		355,493,739
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,521,321,736
Net Assets, for 665,290,514 shares outstanding		$ 12,104,542,083
Net Asset Value, offering price and redemption price per share ($12,104,542,083 ÷ 665,290,514 shares)		$ 18.19

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

Semiannual Report

Financial Statements - continued

Statement of Operations

		Six months ended November 30, 2015 (Unaudited)
Investment Income
Dividends:
Unaffiliated issuers		$ 122,046,279
Affiliated issuers		3,039,078
Interest		1,278
Total income		125,086,635
Expenses
Management fee	$ 26,783,565
Transfer agent fees	7,954,641
Accounting fees and expenses	695,626
Custodian fees and expenses	63,515
Independent trustees' compensation	68,025
Registration fees	116,805
Audit	41,761
Legal	62,608
Miscellaneous	51,108
Total expenses before reductions	35,837,654
Expense reductions	(15,897,742)	19,939,912
Net investment income (loss)		105,146,723
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	370,448,272
Affiliated issuers	(650,177)
Foreign currency transactions	379
Futures contracts	(9,786,347)
Realized gain distributions from underlying funds:
Affiliated issuers	15,548,770
Total net realized gain (loss)		375,560,897
Change in net unrealized appreciation (depreciation) on: Investment securities	(845,642,365)
Assets and liabilities in foreign currencies	(5,455)
Futures contracts	5,059,204
Total change in net unrealized appreciation (depreciation)		(840,588,616)
Net gain (loss)		(465,027,719)
Net increase (decrease) in net assets resulting from operations		$ (359,880,996)

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended November 30, 2015 (Unaudited)	Year ended May 31, 2015
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 105,146,723	$ 211,983,395
Net realized gain (loss)	375,560,897	968,717,680
Change in net unrealized appreciation (depreciation)	(840,588,616)	55,944,139
Net increase (decrease) in net assets resulting from operations	(359,880,996)	1,236,645,214
Distributions to shareholders from net investment income	(77,887,764)	(175,885,953)
Distributions to shareholders from net realized gain	(302,669,120)	(999,708,086)
Total distributions	(380,556,884)	(1,175,594,039)
Share transactions
Proceeds from sales of shares	993,593,173	2,490,549,700
Reinvestment of distributions	379,442,026	1,172,447,481
Cost of shares redeemed	(1,798,070,208)	(3,303,562,294)
Net increase (decrease) in net assets resulting from share transactions	(425,035,009)	359,434,887
Total increase (decrease) in net assets	(1,165,472,889)	420,486,062
Net Assets
Beginning of period	13,270,014,972	12,849,528,910
End of period (including undistributed net investment income of $104,823,376 and undistributed net investment income of $77,564,417, respectively)	$ 12,104,542,083	$ 13,270,014,972
Other Information
Shares
Sold	54,580,646	130,986,693
Issued in reinvestment of distributions	20,565,963	61,626,523
Redeemed	(99,013,464)	(174,656,082)
Net increase (decrease)	(23,866,855)	17,957,134

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

Semiannual Report

Financial Highlights - Strategic Advisers Value Fund

	Six months ended November 30, 2015 (Unaudited)	Years ended May 31,
		2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.26	$ 19.14	$ 16.92	$ 13.54	$ 14.56	$ 12.10
Income from Investment Operations
Net investment income (loss)^D	.15	.31	.26	.29	.24	.20
Net realized and unrealized gain (loss)	(.66)	1.59	3.02	3.73	(.82)	2.47
Total from investment operations	(.51)	1.90	3.28	4.02	(.58)	2.67
Distributions from net investment income	(.11)	(.27)	(.25)	(.26)	(.21)	(.16)
Distributions from net realized gain	(.44)	(1.51)	(.81)	(.38)	(.22)	(.05)
Total distributions	(.56)^H	(1.78)	(1.06)	(.64)	(.44)^G	(.21)
Net asset value, end of period	$ 18.19	$ 19.26	$ 19.14	$ 16.92	$ 13.54	$ 14.56
Total Return^{B, C}	(2.70)%	10.23%	20.07%	30.65%	(4.04)%	22.29%
Ratios to Average Net Assets^E
Expenses before reductions	.57%^A	.56%	.56%	.58%	.60%	.61%
Expenses net of fee waivers, if any	.32%^A	.31%	.31%	.33%	.35%	.35%
Expenses net of all reductions	.32%^A	.31%	.31%	.33%	.35%	.35%
Net investment income (loss)	1.67%^A	1.63%	1.45%	1.90%	1.81%	1.48%
Supplemental Data
Net assets, end of period(000 omitted)	$ 12,104,542	$ 13,270,015	$ 12,849,529	$ 9,527,041	$ 6,964,262	$ 7,343,388
Portfolio turnover rate ^F	32%^A	31%	42%	48%	32%	49%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds. ^F Amount does not include the portfolio activity of any Underlying Funds. ^G Total distributions of $.44 per share is comprised of distributions from net investment income of $.212 and distributions from net realized gain of $.223 per share. ^H Total distributions of $.56 per share is comprised of distributions from net investment income of $.114 and distributions from net realized gain of $.443 per share.

Semiannual Report

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

Notes to Financial Statements

For the period ended November 30, 2015 (Unaudited)

1. Organization.

Strategic Advisers Value Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is offered exclusively to clients of Strategic Advisers, Inc. (Strategic Advisers), an affiliate of Fidelity Management & Research Company (FMR).

2. Significant Accounting Policies.

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

Level 1 - quoted prices in active markets for identical investments

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

Valuation techniques used to value the Fund's investments by major category are as follows:

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds ,including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Semiannual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 2,788,693,162
Gross unrealized depreciation	(294,038,172)
Net unrealized appreciation (depreciation) on securities	$ 2,494,654,990
Tax cost	$ 9,592,657,661

Semiannual Report

3. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Derivative Instruments - continued

Futures Contracts - continued

the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

During the period the Fund recognized net realized gain (loss) of $(9,786,347) and a change in net unrealized appreciation (depreciation) of $5,059,204 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,985,330,854 and $2,559,695,752, respectively.

5. Fees and Other Transactions with Affiliates.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC, LSV Asset Management and Robeco Investment Management, Inc. (d/b/a Boston Partners) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Sub-Advisers - continued

FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC), an affiliate of the investment adviser, has been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, FIAM has not been allocated any portion of the Fund's assets. FIAM in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .13% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $8,010 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $231.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $188,880.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Fund

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, Aristotle, Brandywine, LSV, Pyramis, and Boston Partners (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

Semiannual Report

Strategic Advisers Value Fund

one732617

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the first quartile for the one- and three-year periods and in the second quartile for the five-year period ended December 31, 2014. The Board also noted that the fund had out-performed 81%, 79%, and 69% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2014. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Semiannual Report

Strategic Advisers Value Fund

one732619

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended February 28, 2015.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended February 28, 2015.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Aristotle Capital Management, LLC

Brandywine Global Investment
Management, LLC

LSV Asset Management

FIAM LLC

Robeco Investment Management, Inc.
(d/b/a Boston Partners)

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SUF-USAN-0116
1.922641.105

Strategic Advisers®
Value Multi-Manager Fund

Semiannual Report

November 30, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts) to request a free copy of the proxy voting guidelines.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2015 to November 30, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During Period^CJune 1, 2015 to November 30, 2015
Value Multi-Manager	.97%
Actual		$ 1,000.00	$ 965.70	$ 4.77
Hypothetical^A		$ 1,000.00	$ 1,020.15	$ 4.90
Class F	.87%
Actual		$ 1,000.00	$ 966.50	$ 4.28
Hypothetical^A		$ 1,000.00	$ 1,020.65	$ 4.39
Class L	.97%
Actual		$ 1,000.00	$ 965.70	$ 4.77
Hypothetical^A		$ 1,000.00	$ 1,020.15	$ 4.90
Class N	1.22%
Actual		$ 1,000.00	$ 964.70	$ 5.99
Hypothetical^A		$ 1,000.00	$ 1,018.90	$ 6.16

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

^C Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of November 30, 2015
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.0	3.0
Johnson & Johnson	2.7	1.6
Pfizer, Inc.	2.2	2.1
Wells Fargo & Co.	2.2	2.4
Exxon Mobil Corp.	2.0	1.4
Citigroup, Inc.	2.0	1.5
Apple, Inc.	1.9	2.4
Bank of America Corp.	1.6	1.5
Cisco Systems, Inc.	1.5	1.5
Verizon Communications, Inc.	1.5	0.5
	20.6
Top Five Market Sectors as of November 30, 2015
(Stocks Only)	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.3	24.3
Health Care	13.4	14.2
Information Technology	12.6	15.3
Industrials	9.7	9.4
Energy	8.7	7.4

Asset Allocation (% of fund's net assets)
As of November 30, 2015		As of May 31, 2015
	Common Stocks 90.2%		Common Stocks 91.8%
	Short-Term Investments and Net Other Assets (Liabilities) 9.8%		Short-Term Investments and Net Other Assets (Liabilities) 8.2%

one732635

Asset allocations of equity funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Semiannual Report

Investments November 30, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.2%
	Shares		Value
CONSUMER DISCRETIONARY - 8.2%
Auto Components - 1.2%
Autoliv, Inc.	300		$ 37,749
Delphi Automotive PLC	220		19,334
Gentex Corp.	230		3,849
Johnson Controls, Inc.	520		23,920
Lear Corp.	862		108,526
The Goodyear Tire & Rubber Co.	1,180		41,158
			234,536
Automobiles - 0.9%
Ford Motor Co.	5,100		73,083
General Motors Co.	2,510		90,862
Harley-Davidson, Inc.	140		6,849
			170,794
Hotels, Restaurants & Leisure - 0.4%
Brinker International, Inc.	400		18,248
Carnival Corp. unit	460		23,244
Hyatt Hotels Corp. Class A (a)	30		1,479
Royal Caribbean Cruises Ltd.	130		12,039
Six Flags Entertainment Corp.	379		19,670
Wyndham Worldwide Corp.	90		6,833
			81,513
Household Durables - 0.7%
Lennar Corp. Class A	1,353		69,287
PulteGroup, Inc.	270		5,260
Toll Brothers, Inc. (a)	140		5,205
Whirlpool Corp.	340		55,257
			135,009
Media - 3.1%
AMC Networks, Inc. Class A (a)	40		3,252
CBS Corp. Class B	956		48,259
Comcast Corp. Class A	581		35,360
Discovery Communications, Inc. Class A (a)	120		3,737
Gannett Co., Inc.	600		10,248
Liberty Broadband Corp. Class C (a)	314		16,582
Liberty Global PLC:
Class C (a)	1,650		67,650
LiLAC Class C (a)	80		3,138
Liberty Media Corp. Class C (a)	585		22,874
News Corp. Class A	290		4,162
Omnicom Group, Inc.	307		22,693
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Starz Series A (a)	923		$ 32,563
Tegna, Inc.	1,380		38,985
Time Warner Cable, Inc.	400		73,908
Time Warner, Inc.	2,314		161,934
Time, Inc.	431		7,172
Twenty-First Century Fox, Inc. Class A	900		26,559
Viacom, Inc. Class B (non-vtg.)	900		44,811
			623,887
Multiline Retail - 1.1%
Dillard's, Inc. Class A	300		22,500
Dollar General Corp.	230		15,044
Kohl's Corp.	800		37,704
Macy's, Inc.	500		19,540
Target Corp.	1,832		132,820
			227,608
Specialty Retail - 0.7%
AutoNation, Inc. (a)	90		5,753
Best Buy Co., Inc.	1,748		55,551
Foot Locker, Inc.	110		7,150
GameStop Corp. Class A	80		2,802
Home Depot, Inc.	550		73,634
Penske Automotive Group, Inc.	70		3,266
Staples, Inc.	160		1,931
			150,087
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	160		5,083
PVH Corp.	60		5,477
Ralph Lauren Corp.	50		6,211
			16,771
TOTAL CONSUMER DISCRETIONARY			1,640,205
CONSUMER STAPLES - 3.9%
Beverages - 0.2%
Coca-Cola Enterprises, Inc.	40		2,012
Diageo PLC sponsored ADR	364		41,700
			43,712
Food & Staples Retailing - 0.8%
CVS Health Corp.	330		31,050
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Kroger Co.	1,600		$ 60,256
Walgreens Boots Alliance, Inc.	790		66,384
			157,690
Food Products - 2.1%
Archer Daniels Midland Co.	2,580		94,144
Bunge Ltd.	600		39,966
General Mills, Inc.	480		27,725
Ingredion, Inc.	650		64,071
Kellogg Co.	220		15,129
Mondelez International, Inc.	1,090		47,589
The Hershey Co.	350		30,209
Tyson Foods, Inc. Class A	1,816		90,800
			409,633
Personal Products - 0.4%
Coty, Inc. Class A	970		26,947
Edgewell Personal Care Co. (a)	40		3,220
Herbalife Ltd. (a)	60		3,464
Unilever NV (NY Reg.)	1,130		49,426
			83,057
Tobacco - 0.4%
Philip Morris International, Inc.	1,020		89,138
TOTAL CONSUMER STAPLES			783,230
ENERGY - 8.7%
Energy Equipment & Services - 0.6%
Baker Hughes, Inc.	230		12,436
Ensco PLC Class A	700		11,984
FMC Technologies, Inc. (a)	180		6,124
Halliburton Co.	1,576		62,804
Helmerich & Payne, Inc.	80		4,660
Noble Corp.	700		9,289
Paragon Offshore PLC	233		48
Parker Drilling Co. (a)	2,100		5,775
			113,120
Oil, Gas & Consumable Fuels - 8.1%
Anadarko Petroleum Corp.	617		36,958
Canadian Natural Resources Ltd.	1,312		31,772
Chevron Corp.	1,500		136,980
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cimarex Energy Co.	169		$ 20,114
ConocoPhillips Co.	700		37,835
Diamondback Energy, Inc.	263		20,519
Energen Corp.	445		26,384
EOG Resources, Inc.	1,124		93,775
EQT Corp.	179		10,242
Exxon Mobil Corp.	4,910		400,951
Hess Corp.	400		23,600
HollyFrontier Corp.	940		45,195
Marathon Oil Corp.	1,100		19,261
Marathon Petroleum Corp.	2,154		125,815
Occidental Petroleum Corp.	2,111		159,570
Phillips 66 Co.	2,588		236,880
Pioneer Natural Resources Co.	202		29,240
QEP Resources, Inc.	1,377		21,757
Rice Energy, Inc. (a)	304		4,098
Tesoro Corp.	50		5,759
Valero Energy Corp.	1,970		141,564
Western Refining, Inc.	60		2,716
			1,630,985
TOTAL ENERGY			1,744,105
FINANCIALS - 25.3%
Banks - 12.4%
Banco Bilbao Vizcaya Argentaria SA sponsored ADR	4,400		36,388
Bank of America Corp.	18,355		319,928
BB&T Corp.	1,802		69,593
BOK Financial Corp.	270		18,590
Citigroup, Inc.	7,218		390,422
Citizens Financial Group, Inc.	270		7,190
Comerica, Inc.	140		6,489
Commerce Bancshares, Inc.	78		3,582
Cullen/Frost Bankers, Inc.	300		20,937
East West Bancorp, Inc.	110		4,772
Fifth Third Bancorp	3,227		66,702
First Republic Bank	751		51,714
Huntington Bancshares, Inc.	3,330		38,928
Investors Bancorp, Inc.	260		3,333
JPMorgan Chase & Co.	9,145		609,789
KeyCorp	2,600		34,086
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
M&T Bank Corp.	320		$ 40,106
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	5,091		32,888
Peoples United Financial, Inc.	200		3,350
PNC Financial Services Group, Inc.	1,210		115,567
Regions Financial Corp.	6,360		64,490
SunTrust Banks, Inc.	1,310		56,880
Synovus Financial Corp.	100		3,338
U.S. Bancorp	1,350		59,252
Wells Fargo & Co.	7,849		432,480
			2,490,794
Capital Markets - 2.2%
Ameriprise Financial, Inc.	540		60,993
Bank of New York Mellon Corp.	870		38,141
BlackRock, Inc. Class A	130		47,284
E*TRADE Financial Corp. (a)	180		5,477
Eaton Vance Corp. (non-vtg.)	90		3,233
Goldman Sachs Group, Inc.	500		95,010
Invesco Ltd.	340		11,455
Morgan Stanley	2,000		68,600
Northern Trust Corp.	160		11,990
State Street Corp.	1,010		73,306
T. Rowe Price Group, Inc.	190		14,469
			429,958
Consumer Finance - 2.6%
Ally Financial, Inc. (a)	1,826		36,447
American Express Co.	820		58,745
Capital One Financial Corp.	2,934		230,348
Discover Financial Services	2,527		143,433
Navient Corp.	2,691		32,050
Synchrony Financial (a)	513		16,329
			517,352
Diversified Financial Services - 1.0%
Berkshire Hathaway, Inc. Class B (a)	1,290		172,976
Leucadia National Corp.	270		4,774
The NASDAQ OMX Group, Inc.	130		7,621
Voya Financial, Inc.	170		6,919
			192,290
Insurance - 6.5%
ACE Ltd.	955		109,682
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
AFLAC, Inc.	1,030		$ 67,197
Alleghany Corp. (a)	20		10,187
Allstate Corp.	1,902		119,370
American Financial Group, Inc.	660		48,840
American International Group, Inc.	1,662		105,670
Aon PLC	308		29,180
Arch Capital Group Ltd. (a)	90		6,522
Assurant, Inc.	460		39,339
Axis Capital Holdings Ltd.	670		37,520
Cincinnati Financial Corp.	110		6,722
Everest Re Group Ltd.	240		44,266
Hartford Financial Services Group, Inc.	1,720		78,501
Lincoln National Corp.	1,300		71,487
Loews Corp.	270		10,230
Markel Corp. (a)	10		9,052
MetLife, Inc.	2,265		115,719
Principal Financial Group, Inc.	230		11,836
Progressive Corp.	450		13,869
Prudential Financial, Inc.	1,050		90,878
Reinsurance Group of America, Inc.	60		5,513
The Travelers Companies, Inc.	1,616		185,145
Torchmark Corp.	280		16,974
Unum Group	1,190		43,649
W.R. Berkley Corp.	100		5,566
XL Group PLC Class A	697		26,611
			1,309,525
Real Estate Investment Trusts - 0.4%
American Homes 4 Rent Class A	909		15,253
Annaly Capital Management, Inc.	3,600		34,488
Hospitality Properties Trust (SBI)	1,100		30,547
			80,288
Real Estate Management & Development - 0.0%
Jones Lang LaSalle, Inc.	30		4,984
Thrifts & Mortgage Finance - 0.2%
New York Community Bancorp, Inc.	340		5,576
Radian Group, Inc.	2,200		31,350
			36,926
TOTAL FINANCIALS			5,062,117
Common Stocks - continued
	Shares		Value
HEALTH CARE - 13.4%
Biotechnology - 2.7%
AbbVie, Inc.	1,420		$ 82,573
Amgen, Inc.	1,080		173,988
Baxalta, Inc.	1,370		47,101
Gilead Sciences, Inc.	2,078		220,185
United Therapeutics Corp. (a)	130		19,842
			543,689
Health Care Equipment & Supplies - 1.1%
Baxter International, Inc.	1,730		65,135
Medtronic PLC	1,588		119,640
St. Jude Medical, Inc.	220		13,882
Zimmer Biomet Holdings, Inc.	279		28,182
			226,839
Health Care Providers & Services - 3.3%
Aetna, Inc.	700		71,925
Anthem, Inc.	1,136		148,112
Cardinal Health, Inc.	399		34,653
Cigna Corp.	763		102,990
Express Scripts Holding Co. (a)	1,236		105,653
HCA Holdings, Inc. (a)	310		21,099
Quest Diagnostics, Inc.	1,004		68,593
UnitedHealth Group, Inc.	770		86,787
Universal Health Services, Inc. Class B	70		8,506
			648,318
Pharmaceuticals - 6.3%
Johnson & Johnson	5,383		544,975
Merck & Co., Inc.	4,139		219,408
Novartis AG sponsored ADR	450		38,358
Pfizer, Inc.	13,681		448,326
Teva Pharmaceutical Industries Ltd. sponsored ADR	173		10,887
			1,261,954
TOTAL HEALTH CARE			2,680,800
INDUSTRIALS - 9.7%
Aerospace & Defense - 4.5%
General Dynamics Corp.	1,052		154,076
Honeywell International, Inc.	786		81,705
Huntington Ingalls Industries, Inc.	40		5,237
L-3 Communications Holdings, Inc.	260		31,827
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
Lockheed Martin Corp.	610		$ 133,688
Northrop Grumman Corp.	620		115,543
Raytheon Co.	743		92,154
Rockwell Collins, Inc.	110		10,195
Spirit AeroSystems Holdings, Inc. Class A (a)	110		5,770
Textron, Inc.	803		34,264
The Boeing Co.	720		104,724
Triumph Group, Inc.	700		28,035
United Technologies Corp.	966		92,784
			890,002
Air Freight & Logistics - 0.1%
FedEx Corp.	150		23,781
Airlines - 1.0%
Alaska Air Group, Inc.	110		8,770
American Airlines Group, Inc.	490		20,217
Delta Air Lines, Inc.	2,516		116,893
Southwest Airlines Co.	500		22,940
United Continental Holdings, Inc. (a)	628		34,998
			203,818
Building Products - 0.0%
Owens Corning	90		4,216
Commercial Services & Supplies - 0.4%
ADT Corp.	130		4,611
Deluxe Corp.	700		41,055
Pitney Bowes, Inc.	70		1,512
R.R. Donnelley & Sons Co.	1,500		24,135
			71,313
Construction & Engineering - 0.1%
Chicago Bridge & Iron Co. NV	80		3,420
Fluor Corp.	110		5,346
Jacobs Engineering Group, Inc. (a)	90		3,973
			12,739
Electrical Equipment - 0.3%
Eaton Corp. PLC	290		16,866
Emerson Electric Co.	510		25,500
Hubbell, Inc. Class B	40		3,972
Rockwell Automation, Inc.	100		10,644
			56,982
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Industrial Conglomerates - 0.6%
General Electric Co.	4,180		$ 125,149
Machinery - 2.3%
AGCO Corp.	570		28,648
Caterpillar, Inc.	850		61,753
Crane Co.	226		11,757
Deere & Co.	1,394		110,921
Dover Corp.	120		7,908
Illinois Tool Works, Inc.	735		69,075
Ingersoll-Rand PLC	604		35,437
Lincoln Electric Holdings, Inc.	40		2,258
Oshkosh Corp.	880		38,597
PACCAR, Inc.	230		11,951
Parker Hannifin Corp.	120		12,559
Pentair PLC	140		7,938
Stanley Black & Decker, Inc.	120		13,099
Timken Co.	200		6,448
Trinity Industries, Inc.	1,200		32,580
			450,929
Professional Services - 0.0%
Dun & Bradstreet Corp.	20		2,156
Manpower, Inc.	60		5,417
			7,573
Road & Rail - 0.2%
AMERCO	10		4,054
CSX Corp.	760		21,607
Norfolk Southern Corp.	230		21,864
			47,525
Trading Companies & Distributors - 0.2%
Aircastle Ltd.	1,400		29,344
W.W. Grainger, Inc.	50		10,027
			39,371
TOTAL INDUSTRIALS			1,933,398
INFORMATION TECHNOLOGY - 12.6%
Communications Equipment - 2.0%
Brocade Communications Systems, Inc.	4,615		43,312
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Cisco Systems, Inc.	11,149		$ 303,810
Harris Corp.	733		60,934
			408,056
Electronic Equipment & Components - 1.0%
Arrow Electronics, Inc. (a)	80		4,525
Avnet, Inc.	160		7,251
Corning, Inc.	3,000		56,190
Flextronics International Ltd. (a)	1,657		18,641
Ingram Micro, Inc. Class A	120		3,712
Jabil Circuit, Inc.	150		3,839
TE Connectivity Ltd.	695		46,628
Tech Data Corp. (a)	600		40,590
Vishay Intertechnology, Inc.	1,300		15,496
			196,872
Internet Software & Services - 0.2%
eBay, Inc. (a)	1,047		30,981
IT Services - 1.1%
Computer Sciences Corp.	268		8,396
CSRA, Inc. (a)	120		3,781
IBM Corp.	950		132,449
PayPal Holdings, Inc. (a)	904		31,875
The Western Union Co.	390		7,355
Xerox Corp.	3,800		40,090
			223,946
Semiconductors & Semiconductor Equipment - 1.6%
Intel Corp.	6,440		223,919
Lam Research Corp.	100		7,820
Texas Instruments, Inc.	1,554		90,318
			322,057
Software - 3.0%
Activision Blizzard, Inc.	1,554		58,524
Adobe Systems, Inc. (a)	700		64,022
CA Technologies, Inc.	340		9,557
Microsoft Corp.	3,482		189,247
Oracle Corp.	6,876		267,958
Symantec Corp.	830		16,251
			605,559
Technology Hardware, Storage & Peripherals - 3.7%
Apple, Inc.	3,197		378,205
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
EMC Corp.	5,470		$ 138,610
Hewlett Packard Enterprise Co.	4,200		62,412
HP, Inc.	3,594		45,069
Seagate Technology LLC	1,130		40,612
Western Digital Corp.	1,246		77,763
			742,671
TOTAL INFORMATION TECHNOLOGY			2,530,142
MATERIALS - 3.2%
Chemicals - 2.0%
Ashland, Inc.	50		5,633
Celanese Corp. Class A	120		8,490
CF Industries Holdings, Inc.	850		39,219
E.I. du Pont de Nemours & Co.	570		38,384
Eastman Chemical Co.	510		37,052
Huntsman Corp.	3,215		40,252
LyondellBasell Industries NV Class A	1,130		108,277
Methanex Corp.	485		19,052
The Dow Chemical Co.	1,815		94,616
Valspar Corp.	60		5,069
Westlake Chemical Corp.	100		6,005
			402,049
Construction Materials - 0.2%
Martin Marietta Materials, Inc.	320		50,368
Containers & Packaging - 0.6%
Avery Dennison Corp.	210		13,852
Ball Corp.	80		5,554
Bemis Co., Inc.	80		3,770
Crown Holdings, Inc. (a)	821		42,618
Packaging Corp. of America	70		4,759
Sonoco Products Co.	80		3,506
WestRock Co.	735		37,213
			111,272
Metals & Mining - 0.1%
Barrick Gold Corp.	1,375		10,121
Freeport-McMoRan, Inc.	800		6,544
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Nucor Corp.	250		$ 10,363
Reliance Steel & Aluminum Co.	50		2,941
			29,969
Paper & Forest Products - 0.3%
Domtar Corp.	500		20,545
International Paper Co.	846		35,388
			55,933
TOTAL MATERIALS			649,591
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.3%
AT&T, Inc.	5,013		168,788
Verizon Communications, Inc.	6,391		290,471
			459,259
UTILITIES - 2.9%
Electric Utilities - 1.5%
American Electric Power Co., Inc.	1,380		77,294
Duke Energy Corp.	530		35,913
Edison International	250		14,840
Entergy Corp.	600		39,978
Eversource Energy	240		12,228
Exelon Corp.	900		24,579
FirstEnergy Corp.	1,100		34,529
Great Plains Energy, Inc.	120		3,239
ITC Holdings Corp.	1,250		46,100
OGE Energy Corp.	80		2,089
Pinnacle West Capital Corp.	90		5,702
Xcel Energy, Inc.	390		13,907
			310,398
Gas Utilities - 0.2%
National Fuel Gas Co.	670		30,632
UGI Corp.	130		4,507
			35,139
Independent Power and Renewable Electricity Producers - 0.4%
The AES Corp.	7,297		72,897
Multi-Utilities - 0.8%
Ameren Corp.	190		8,314
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
Consolidated Edison, Inc.	230		$ 14,295
DTE Energy Co.	90		7,244
Public Service Enterprise Group, Inc.	2,190		85,629
SCANA Corp.	600		35,484
			150,966
Water Utilities - 0.0%
American Water Works Co., Inc.	110		6,354
TOTAL UTILITIES			575,754
TOTAL COMMON STOCKS (Cost $14,169,761)		18,058,601
U.S. Treasury Obligations - 0.4%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.1% 12/3/15 to 1/28/16 (c) (Cost $69,992)	$ 70,000		69,995
Money Market Funds - 9.4%
	Shares
SSgA U.S. Treasury Money Market Fund Class N, 0% (a)(b) (Cost $1,887,108)	1,887,108		1,887,108
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $16,126,861)			20,015,704
NET OTHER ASSETS (LIABILITIES) - 0.0%			6,611
NET ASSETS - 100%		$ 20,022,315

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
17 ICE Russell 1000 Value Index Contracts (United States)	Dec. 2015	$ 1,679,090	$ 87,838

The face value of futures purchased as a percentage of net assets is 8.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,429,863.

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $69,994.

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,640,205	$ 1,640,205	$ -	$ -
Consumer Staples	783,230	783,230	-	-
Energy	1,744,105	1,744,105	-	-
Financials	5,062,117	5,062,117	-	-
Health Care	2,680,800	2,680,800	-	-
Industrials	1,933,398	1,933,398	-	-
Information Technology	2,530,142	2,530,142	-	-
Materials	649,591	649,591	-	-
Telecommunication Services	459,259	459,259	-	-
Utilities	575,754	575,754	-	-
U.S. Treasury Obligations	69,995	-	69,995	-
Money Market Funds	1,887,108	1,887,108	-	-
Total Investments in Securities:	$ 20,015,704	$ 19,945,709	$ 69,995	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 87,838	$ 87,838	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 87,838	$ -
Total Value of Derivatives	$ 87,838	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2015 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $16,126,861)		$ 20,015,704
Cash		588
Receivable for investments sold		256,867
Receivable for fund shares sold		9,127
Dividends receivable		48,569
Prepaid expenses		39
Receivable from investment adviser for expense reductions		486
Other receivables		140
Total assets		20,331,520

Liabilities
Payable for investments purchased	$ 264,030
Payable for fund shares redeemed	7,584
Accrued management fee	8,414
Distribution and service plan fees payable	24
Payable for daily variation margin for derivative instruments	2,752
Other affiliated payables	2,309
Other payables and accrued expenses	24,092
Total liabilities		309,205

Net Assets		$ 20,022,315
Net Assets consist of:
Paid in capital		$ 15,549,636
Undistributed net investment income		109,694
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		386,316
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,976,669
Net Assets		$ 20,022,315

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

Semiannual Report

Statement of Assets and Liabilities - continued

	November 30, 2015 (Unaudited)

Value Multi-Manager: Net Asset Value, offering price and redemption price per share ($16,854,182 ÷ 1,206,957 shares)		$ 13.96

Class F: Net Asset Value, offering price and redemption price per share ($2,934,070 ÷ 209,364 shares)		$ 14.01

Class L: Net Asset Value, offering price and redemption price per share ($117,330 ÷ 8,403 shares)		$ 13.96

Class N: Net Asset Value, offering price and redemption price per share ($116,733 ÷ 8,371 shares)		$ 13.94

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended November 30, 2015 (Unaudited)

Investment Income
Dividends:
Unaffiliated issuers		$ 203,644
Interest		12
Total income		203,656

Expenses
Management fee	$ 49,826
Transfer agent fees	10,413
Distribution and service plan fees	145
Accounting fees and expenses	3,820
Custodian fees and expenses	7,058
Independent trustees' compensation	105
Registration fees	35,319
Audit	25,434
Legal	95
Miscellaneous	84
Total expenses before reductions	132,299
Expense reductions	(38,664)	93,635
Net investment income (loss)		110,021
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	550,045
Foreign currency transactions	(5)
Futures contracts	(100,786)
Total net realized gain (loss)		449,254
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,289,681)
Assets and liabilities in foreign currencies	(13)
Futures contracts	60,666
Total change in net unrealized appreciation (depreciation)		(1,229,028)
Net gain (loss)		(779,774)
Net increase (decrease) in net assets resulting from operations		$ (669,753)

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended November 30, 2015 (Unaudited)	Year ended May 31, 2015
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 110,021	$ 205,820
Net realized gain (loss)	449,254	1,185,436
Change in net unrealized appreciation (depreciation)	(1,229,028)	416,847
Net increase (decrease) in net assets resulting from operations	(669,753)	1,808,103
Distributions to shareholders from net investment income	(99,209)	(185,286)
Distributions to shareholders from net realized gain	(408,359)	(1,691,874)
Total distributions	(507,568)	(1,877,160)
Share transactions - net increase (decrease)	1,004,968	942,602
Total increase (decrease) in net assets	(172,353)	873,545

Net Assets
Beginning of period	20,194,668	19,321,123
End of period (including undistributed net investment income of $109,694 and undistributed net investment income of $98,882, respectively)	$ 20,022,315	$ 20,194,668

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

Semiannual Report

Financial Highlights - Value Multi-Manager

	Six months ended November 30, 2015	Years ended May 31,
	(Unaudited)	2015	2014	2013	2012 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.83	$ 14.93	$ 13.32	$ 10.65	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.08	.16	.14	.17	.08
Net realized and unrealized gain (loss)	(.58)	1.23	2.37	2.92	.59
Total from investment operations	(.50)	1.39	2.51	3.09	.67
Distributions from net investment income	(.07)	(.15)	(.14)	(.16)	(.02)
Distributions from net realized gain	(.30)	(1.35)	(.77)	(.26)	-
Total distributions	(.37)	(1.49)^I	(.90)^H	(.42)	(.02)
Net asset value, end of period	$ 13.96	$ 14.83	$ 14.93	$ 13.32	$ 10.65
Total Return ^{B, C}	(3.43)%	9.78%	19.66%	29.71%	6.71%
Ratios to Average Net Assets^F
Expenses before reductions	1.36%^A	1.25%	1.32%	1.30%	1.62%^A
Expenses net of fee waivers, if any	.97%^A	.97%	.97%	.97%	.97%^A
Expenses net of all reductions	.97%^A	.97%	.97%	.97%	.97%^A
Net investment income (loss)	1.11%^A	1.08%	.97%	1.43%	1.41%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 16,854	$ 17,235	$ 17,565	$ 15,774	$ 11,031
Portfolio turnover rate^G	38%^A	36%	59%	30%	14%

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E For the period November 16, 2011 (commencement of operations) to May 31, 2012.

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^G Amount does not include the portfolio activity of any Underlying Funds.

^H Total distributions of $.90 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.766 per share.

^I Total distributions of $1.49 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $1.346 per share.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended November 30, 2015	Years ended May 31,
	(Unaudited)	2015	2014	2013 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.87	$ 14.96	$ 13.33	$ 11.91
Income from Investment Operations
Net investment income (loss)^D	.08	.17	.15	.08
Net realized and unrealized gain (loss)	(.57)	1.23	2.38	1.62
Total from investment operations	(.49)	1.40	2.53	1.70
Distributions from net investment income	(.07)	(.15)	(.14)	(.10)
Distributions from net realized gain	(.30)	(1.35)	(.77)	(.18)
Total distributions	(.37)	(1.49)^I	(.90)^H	(.28)
Net asset value, end of period	$ 14.01	$ 14.87	$ 14.96	$ 13.33
Total Return^{B, C}	(3.35)%	9.83%	19.81%	14.61%
Ratios to Average Net Assets^F
Expenses before reductions	1.25%^A	1.11%	1.26%	.98%^A
Expenses net of fee waivers, if any	.87%^A	.87%	.87%	.87%^A
Expenses net of all reductions	.87%^A	.87%	.87%	.87%^A
Net investment income (loss)	1.20%^A	1.18%	1.07%	1.40%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,934	$ 2,717	$ 1,535	$ 287
Portfolio turnover rate^G	38%^A	36%	59%	30%

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E For the period December 18, 2012 (commencement of sale of shares) to May 31, 2013.

^G Amount does not include the portfolio activity of any Underlying Funds.

^H Total distributions of $.90 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.766 per share.

^I Total distributions of $1.49 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $1.346 per share.

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

Semiannual Report

Financial Highlights - Class L

	Six months ended November 30, 2015	Years ended May 31,
	(Unaudited)	2015	2014 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.83	$ 14.93	$ 14.03
Income from Investment Operations
Net investment income (loss)^D	.08	.16	.08
Net realized and unrealized gain (loss)	(.58)	1.23	1.38
Total from investment operations	(.50)	1.39	1.46
Distributions from net investment income	(.07)	(.15)	(.08)
Distributions from net realized gain	(.30)	(1.35)	(.48)
Total distributions	(.37)	(1.49)^H	(.56)
Net asset value, end of period	$ 13.96	$ 14.83	$ 14.93
Total Return^{B, C}	(3.43)%	9.78%	10.65%
Ratios to Average Net Assets^F
Expenses before reductions	1.33%^A	1.22%	1.37%^A
Expenses net of fee waivers, if any	.97%^A	.97%	.97%^A
Expenses net of all reductions	.97%^A	.97%	.97%^A
Net investment income (loss)	1.11%^A	1.08%	.97%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 117	$ 121	$ 111
Portfolio turnover rate^G	38%^A	36%	59%

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E For the period November 12, 2013 (commencement of sale of shares) to May 31, 2014.

^G Amount does not include the portfolio activity of any Underlying Funds.

^H Total distributions of $1.49 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $1.346 per share.

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

Semiannual Report

Financial Highlights - Class N

	Six months ended November 30, 2015	Years ended May 31,
	(Unaudited)	2015	2014 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.81	$ 14.92	$ 14.03
Income from Investment Operations
Net investment income (loss)^D	.06	.12	.06
Net realized and unrealized gain (loss)	(.58)	1.23	1.38
Total from investment operations	(.52)	1.35	1.44
Distributions from net investment income	(.06)	(.11)	(.07)
Distributions from net realized gain	(.30)	(1.35)	(.48)
Total distributions	(.35)^H	(1.46)	(.55)
Net asset value, end of period	$ 13.94	$ 14.81	$ 14.92
Total Return^{B, C}	(3.53)%	9.44%	10.54%
Ratios to Average Net Assets^F
Expenses before reductions	1.59%^A	1.47%	1.63%^A
Expenses net of fee waivers, if any	1.22%^A	1.22%	1.22%^A
Expenses net of all reductions	1.22%^A	1.22%	1.22%^A
Net investment income (loss)	.86%^A	.83%	.72%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 117	$ 121	$ 111
Portfolio turnover rate^G	38%^A	36%	59%

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E For the period November 12, 2013 (commencement of sale of shares) to May 31, 2014.

^G Amount does not include the portfolio activity of any Underlying Funds.

^H Total distributions of $.35 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.296 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended November 30, 2015 (Unaudited)

1. Organization.

Strategic Advisers Value Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Value Multi-Manager, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers, Inc. (Strategic Advisers) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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

Level 1 - quoted prices in active markets for identical investments

Semiannual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Valuation techniques used to value the Fund's investments by major category are as follows:

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2015 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

2. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 4,397,674
Gross unrealized depreciation	(523,522)
Net unrealized appreciation (depreciation) on securities	$ 3,874,152
Tax cost	$ 16,141,552

3. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Semiannual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

During the period the Fund recognized net realized gain (loss) of $(100,786) and a change in net unrealized appreciation (depreciation) of $60,666 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $3,668,950 and $3,388,265, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .51% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

	Service Fee	Total Fees	Retained by FDC
Class N	.25%	$ 145	$ 145

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, ETFs. FIIOC receives no fees for providing transfer

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

	Amount	% of Class-Level Average Net Assets^A
Value Multi-Manager	$ 10,301	.12
Class L	56	.10
Class N	56	.10
	$ 10,413

^A Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Value Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example interest

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Expense Reductions - continued

expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

	Expense Limitations	Reimbursement
Value Multi-Manager	.97%	$ 32,520
Class F	.87%	5,364
Class L	.97%	211
Class N	1.22%	212

In addition, during the period the investment adviser reimbursed and/or waived a portion of class-level operating expenses as follows:

	Amount
Value Multi-Manager	$ 353
Class L	2
Class N	2
	$ 357

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended November 30, 2015	Year ended May 31, 2015
From net investment income
Value Multi-Manager	$ 83,967	$ 163,845
Class F	14,186	19,477
Class L	590	1,124
Class N	466	840
Total	$ 99,209	$ 185,286
From net realized gain
Value Multi-Manager	$ 345,196	$ 1,500,491
Class F	58,321	170,949
Class L	2,424	10,221
Class N	2,418	10,213
Total	$ 408,359	$ 1,691,874

Semiannual Report

9. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
	Six months ended November 30, 2015	Year ended May 31, 2015	Six months ended November 30, 2015	Year ended May 31, 2015
Value Multi-Manager
Shares sold	56,825	183,481	$ 794,566	$ 2,671,024
Reinvestment of distributions	30,201	114,344	429,163	1,664,336
Shares redeemed	(42,453)	(311,753)	(601,679)	(4,582,240)
Net increase (decrease)	44,573	(13,928)	$ 622,050	$ (246,880)
Class F
Shares sold	47,378	81,488	$ 670,795	$ 1,188,352
Reinvestment of distributions	5,088	13,060	72,508	190,426
Shares redeemed	(25,833)	(14,431)	(366,282)	(211,694)
Net increase (decrease)	26,633	80,117	$ 377,021	$ 1,167,084
Class L
Reinvestment of distributions	212	780	$ 3,014	$ 11,345
Net increase (decrease)	212	780	$ 3,014	$ 11,345
Class N
Reinvestment of distributions	203	759	$ 2,883	$ 11,053
Net increase (decrease)	203	759	$ 2,883	$ 11,053

10. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 68% of the total outstanding shares of the Fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Multi-Manager Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2014, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Value Multi-Manager Fund

one732637

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class was in the second quartile for the one- and three-year periods ended December 31, 2014. The Board also noted that the retail class had out-performed 73% and 70% of its peers for the one- and three-year periods, respectively, ended December 31, 2014. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

Semiannual Report

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2016 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.97%, 0.97%, and 1.22%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.87% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Value Multi-Manager Fund

one732639

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended February 28, 2015.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Semiannual Report

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below, the median of the fund's Total Mapped Group for the 12-month period ended February 28, 2015. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Possible Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board took into consideration Strategic Advisers' contractual expense reimbursement commitment.

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Aristotle Capital Management, LLC

Brandywine Global Investment
Management, LLC

LSV Asset Management

FIAM LLC

Robeco Investment Management, Inc.

(d/b/a Boston Partners)

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company

Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

MMV-USAN-0116
1.931577.103

Strategic Advisers®
Value Multi-Manager Fund

Class F

Semiannual Report

November 30, 2015

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 to request a free copy of the proxy voting guidelines.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2015 to November 30, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During Period^CJune 1, 2015 to November 30, 2015
Value Multi-Manager	.97%
Actual		$ 1,000.00	$ 965.70	$ 4.77
Hypothetical^A		$ 1,000.00	$ 1,020.15	$ 4.90
Class F	.87%
Actual		$ 1,000.00	$ 966.50	$ 4.28
Hypothetical^A		$ 1,000.00	$ 1,020.65	$ 4.39
Class L	.97%
Actual		$ 1,000.00	$ 965.70	$ 4.77
Hypothetical^A		$ 1,000.00	$ 1,020.15	$ 4.90
Class N	1.22%
Actual		$ 1,000.00	$ 964.70	$ 5.99
Hypothetical^A		$ 1,000.00	$ 1,018.90	$ 6.16

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

Semiannual Report

Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of November 30, 2015
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.0	3.0
Johnson & Johnson	2.7	1.6
Pfizer, Inc.	2.2	2.1
Wells Fargo & Co.	2.2	2.4
Exxon Mobil Corp.	2.0	1.4
Citigroup, Inc.	2.0	1.5
Apple, Inc.	1.9	2.4
Bank of America Corp.	1.6	1.5
Cisco Systems, Inc.	1.5	1.5
Verizon Communications, Inc.	1.5	0.5
	20.6
Top Five Market Sectors as of November 30, 2015
(Stocks Only)	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.3	24.3
Health Care	13.4	14.2
Information Technology	12.6	15.3
Industrials	9.7	9.4
Energy	8.7	7.4

Asset Allocation (% of fund's net assets)
As of November 30, 2015		As of May 31, 2015
	Common Stocks 90.2%		Common Stocks 91.8%
	Short-Term Investments and Net Other Assets (Liabilities) 9.8%		Short-Term Investments and Net Other Assets (Liabilities) 8.2%

one732655

Asset allocations of equity funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Semiannual Report

Investments November 30, 2015 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.2%
	Shares		Value
CONSUMER DISCRETIONARY - 8.2%
Auto Components - 1.2%
Autoliv, Inc.	300		$ 37,749
Delphi Automotive PLC	220		19,334
Gentex Corp.	230		3,849
Johnson Controls, Inc.	520		23,920
Lear Corp.	862		108,526
The Goodyear Tire & Rubber Co.	1,180		41,158
			234,536
Automobiles - 0.9%
Ford Motor Co.	5,100		73,083
General Motors Co.	2,510		90,862
Harley-Davidson, Inc.	140		6,849
			170,794
Hotels, Restaurants & Leisure - 0.4%
Brinker International, Inc.	400		18,248
Carnival Corp. unit	460		23,244
Hyatt Hotels Corp. Class A (a)	30		1,479
Royal Caribbean Cruises Ltd.	130		12,039
Six Flags Entertainment Corp.	379		19,670
Wyndham Worldwide Corp.	90		6,833
			81,513
Household Durables - 0.7%
Lennar Corp. Class A	1,353		69,287
PulteGroup, Inc.	270		5,260
Toll Brothers, Inc. (a)	140		5,205
Whirlpool Corp.	340		55,257
			135,009
Media - 3.1%
AMC Networks, Inc. Class A (a)	40		3,252
CBS Corp. Class B	956		48,259
Comcast Corp. Class A	581		35,360
Discovery Communications, Inc. Class A (a)	120		3,737
Gannett Co., Inc.	600		10,248
Liberty Broadband Corp. Class C (a)	314		16,582
Liberty Global PLC:
Class C (a)	1,650		67,650
LiLAC Class C (a)	80		3,138
Liberty Media Corp. Class C (a)	585		22,874
News Corp. Class A	290		4,162
Omnicom Group, Inc.	307		22,693
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Starz Series A (a)	923		$ 32,563
Tegna, Inc.	1,380		38,985
Time Warner Cable, Inc.	400		73,908
Time Warner, Inc.	2,314		161,934
Time, Inc.	431		7,172
Twenty-First Century Fox, Inc. Class A	900		26,559
Viacom, Inc. Class B (non-vtg.)	900		44,811
			623,887
Multiline Retail - 1.1%
Dillard's, Inc. Class A	300		22,500
Dollar General Corp.	230		15,044
Kohl's Corp.	800		37,704
Macy's, Inc.	500		19,540
Target Corp.	1,832		132,820
			227,608
Specialty Retail - 0.7%
AutoNation, Inc. (a)	90		5,753
Best Buy Co., Inc.	1,748		55,551
Foot Locker, Inc.	110		7,150
GameStop Corp. Class A	80		2,802
Home Depot, Inc.	550		73,634
Penske Automotive Group, Inc.	70		3,266
Staples, Inc.	160		1,931
			150,087
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc.	160		5,083
PVH Corp.	60		5,477
Ralph Lauren Corp.	50		6,211
			16,771
TOTAL CONSUMER DISCRETIONARY			1,640,205
CONSUMER STAPLES - 3.9%
Beverages - 0.2%
Coca-Cola Enterprises, Inc.	40		2,012
Diageo PLC sponsored ADR	364		41,700
			43,712
Food & Staples Retailing - 0.8%
CVS Health Corp.	330		31,050
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Kroger Co.	1,600		$ 60,256
Walgreens Boots Alliance, Inc.	790		66,384
			157,690
Food Products - 2.1%
Archer Daniels Midland Co.	2,580		94,144
Bunge Ltd.	600		39,966
General Mills, Inc.	480		27,725
Ingredion, Inc.	650		64,071
Kellogg Co.	220		15,129
Mondelez International, Inc.	1,090		47,589
The Hershey Co.	350		30,209
Tyson Foods, Inc. Class A	1,816		90,800
			409,633
Personal Products - 0.4%
Coty, Inc. Class A	970		26,947
Edgewell Personal Care Co. (a)	40		3,220
Herbalife Ltd. (a)	60		3,464
Unilever NV (NY Reg.)	1,130		49,426
			83,057
Tobacco - 0.4%
Philip Morris International, Inc.	1,020		89,138
TOTAL CONSUMER STAPLES			783,230
ENERGY - 8.7%
Energy Equipment & Services - 0.6%
Baker Hughes, Inc.	230		12,436
Ensco PLC Class A	700		11,984
FMC Technologies, Inc. (a)	180		6,124
Halliburton Co.	1,576		62,804
Helmerich & Payne, Inc.	80		4,660
Noble Corp.	700		9,289
Paragon Offshore PLC	233		48
Parker Drilling Co. (a)	2,100		5,775
			113,120
Oil, Gas & Consumable Fuels - 8.1%
Anadarko Petroleum Corp.	617		36,958
Canadian Natural Resources Ltd.	1,312		31,772
Chevron Corp.	1,500		136,980
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cimarex Energy Co.	169		$ 20,114
ConocoPhillips Co.	700		37,835
Diamondback Energy, Inc.	263		20,519
Energen Corp.	445		26,384
EOG Resources, Inc.	1,124		93,775
EQT Corp.	179		10,242
Exxon Mobil Corp.	4,910		400,951
Hess Corp.	400		23,600
HollyFrontier Corp.	940		45,195
Marathon Oil Corp.	1,100		19,261
Marathon Petroleum Corp.	2,154		125,815
Occidental Petroleum Corp.	2,111		159,570
Phillips 66 Co.	2,588		236,880
Pioneer Natural Resources Co.	202		29,240
QEP Resources, Inc.	1,377		21,757
Rice Energy, Inc. (a)	304		4,098
Tesoro Corp.	50		5,759
Valero Energy Corp.	1,970		141,564
Western Refining, Inc.	60		2,716
			1,630,985
TOTAL ENERGY			1,744,105
FINANCIALS - 25.3%
Banks - 12.4%
Banco Bilbao Vizcaya Argentaria SA sponsored ADR	4,400		36,388
Bank of America Corp.	18,355		319,928
BB&T Corp.	1,802		69,593
BOK Financial Corp.	270		18,590
Citigroup, Inc.	7,218		390,422
Citizens Financial Group, Inc.	270		7,190
Comerica, Inc.	140		6,489
Commerce Bancshares, Inc.	78		3,582
Cullen/Frost Bankers, Inc.	300		20,937
East West Bancorp, Inc.	110		4,772
Fifth Third Bancorp	3,227		66,702
First Republic Bank	751		51,714
Huntington Bancshares, Inc.	3,330		38,928
Investors Bancorp, Inc.	260		3,333
JPMorgan Chase & Co.	9,145		609,789
KeyCorp	2,600		34,086
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
M&T Bank Corp.	320		$ 40,106
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	5,091		32,888
Peoples United Financial, Inc.	200		3,350
PNC Financial Services Group, Inc.	1,210		115,567
Regions Financial Corp.	6,360		64,490
SunTrust Banks, Inc.	1,310		56,880
Synovus Financial Corp.	100		3,338
U.S. Bancorp	1,350		59,252
Wells Fargo & Co.	7,849		432,480
			2,490,794
Capital Markets - 2.2%
Ameriprise Financial, Inc.	540		60,993
Bank of New York Mellon Corp.	870		38,141
BlackRock, Inc. Class A	130		47,284
E*TRADE Financial Corp. (a)	180		5,477
Eaton Vance Corp. (non-vtg.)	90		3,233
Goldman Sachs Group, Inc.	500		95,010
Invesco Ltd.	340		11,455
Morgan Stanley	2,000		68,600
Northern Trust Corp.	160		11,990
State Street Corp.	1,010		73,306
T. Rowe Price Group, Inc.	190		14,469
			429,958
Consumer Finance - 2.6%
Ally Financial, Inc. (a)	1,826		36,447
American Express Co.	820		58,745
Capital One Financial Corp.	2,934		230,348
Discover Financial Services	2,527		143,433
Navient Corp.	2,691		32,050
Synchrony Financial (a)	513		16,329
			517,352
Diversified Financial Services - 1.0%
Berkshire Hathaway, Inc. Class B (a)	1,290		172,976
Leucadia National Corp.	270		4,774
The NASDAQ OMX Group, Inc.	130		7,621
Voya Financial, Inc.	170		6,919
			192,290
Insurance - 6.5%
ACE Ltd.	955		109,682
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
AFLAC, Inc.	1,030		$ 67,197
Alleghany Corp. (a)	20		10,187
Allstate Corp.	1,902		119,370
American Financial Group, Inc.	660		48,840
American International Group, Inc.	1,662		105,670
Aon PLC	308		29,180
Arch Capital Group Ltd. (a)	90		6,522
Assurant, Inc.	460		39,339
Axis Capital Holdings Ltd.	670		37,520
Cincinnati Financial Corp.	110		6,722
Everest Re Group Ltd.	240		44,266
Hartford Financial Services Group, Inc.	1,720		78,501
Lincoln National Corp.	1,300		71,487
Loews Corp.	270		10,230
Markel Corp. (a)	10		9,052
MetLife, Inc.	2,265		115,719
Principal Financial Group, Inc.	230		11,836
Progressive Corp.	450		13,869
Prudential Financial, Inc.	1,050		90,878
Reinsurance Group of America, Inc.	60		5,513
The Travelers Companies, Inc.	1,616		185,145
Torchmark Corp.	280		16,974
Unum Group	1,190		43,649
W.R. Berkley Corp.	100		5,566
XL Group PLC Class A	697		26,611
			1,309,525
Real Estate Investment Trusts - 0.4%
American Homes 4 Rent Class A	909		15,253
Annaly Capital Management, Inc.	3,600		34,488
Hospitality Properties Trust (SBI)	1,100		30,547
			80,288
Real Estate Management & Development - 0.0%
Jones Lang LaSalle, Inc.	30		4,984
Thrifts & Mortgage Finance - 0.2%
New York Community Bancorp, Inc.	340		5,576
Radian Group, Inc.	2,200		31,350
			36,926
TOTAL FINANCIALS			5,062,117
Common Stocks - continued
	Shares		Value
HEALTH CARE - 13.4%
Biotechnology - 2.7%
AbbVie, Inc.	1,420		$ 82,573
Amgen, Inc.	1,080		173,988
Baxalta, Inc.	1,370		47,101
Gilead Sciences, Inc.	2,078		220,185
United Therapeutics Corp. (a)	130		19,842
			543,689
Health Care Equipment & Supplies - 1.1%
Baxter International, Inc.	1,730		65,135
Medtronic PLC	1,588		119,640
St. Jude Medical, Inc.	220		13,882
Zimmer Biomet Holdings, Inc.	279		28,182
			226,839
Health Care Providers & Services - 3.3%
Aetna, Inc.	700		71,925
Anthem, Inc.	1,136		148,112
Cardinal Health, Inc.	399		34,653
Cigna Corp.	763		102,990
Express Scripts Holding Co. (a)	1,236		105,653
HCA Holdings, Inc. (a)	310		21,099
Quest Diagnostics, Inc.	1,004		68,593
UnitedHealth Group, Inc.	770		86,787
Universal Health Services, Inc. Class B	70		8,506
			648,318
Pharmaceuticals - 6.3%
Johnson & Johnson	5,383		544,975
Merck & Co., Inc.	4,139		219,408
Novartis AG sponsored ADR	450		38,358
Pfizer, Inc.	13,681		448,326
Teva Pharmaceutical Industries Ltd. sponsored ADR	173		10,887
			1,261,954
TOTAL HEALTH CARE			2,680,800
INDUSTRIALS - 9.7%
Aerospace & Defense - 4.5%
General Dynamics Corp.	1,052		154,076
Honeywell International, Inc.	786		81,705
Huntington Ingalls Industries, Inc.	40		5,237
L-3 Communications Holdings, Inc.	260		31,827
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
Lockheed Martin Corp.	610		$ 133,688
Northrop Grumman Corp.	620		115,543
Raytheon Co.	743		92,154
Rockwell Collins, Inc.	110		10,195
Spirit AeroSystems Holdings, Inc. Class A (a)	110		5,770
Textron, Inc.	803		34,264
The Boeing Co.	720		104,724
Triumph Group, Inc.	700		28,035
United Technologies Corp.	966		92,784
			890,002
Air Freight & Logistics - 0.1%
FedEx Corp.	150		23,781
Airlines - 1.0%
Alaska Air Group, Inc.	110		8,770
American Airlines Group, Inc.	490		20,217
Delta Air Lines, Inc.	2,516		116,893
Southwest Airlines Co.	500		22,940
United Continental Holdings, Inc. (a)	628		34,998
			203,818
Building Products - 0.0%
Owens Corning	90		4,216
Commercial Services & Supplies - 0.4%
ADT Corp.	130		4,611
Deluxe Corp.	700		41,055
Pitney Bowes, Inc.	70		1,512
R.R. Donnelley & Sons Co.	1,500		24,135
			71,313
Construction & Engineering - 0.1%
Chicago Bridge & Iron Co. NV	80		3,420
Fluor Corp.	110		5,346
Jacobs Engineering Group, Inc. (a)	90		3,973
			12,739
Electrical Equipment - 0.3%
Eaton Corp. PLC	290		16,866
Emerson Electric Co.	510		25,500
Hubbell, Inc. Class B	40		3,972
Rockwell Automation, Inc.	100		10,644
			56,982
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Industrial Conglomerates - 0.6%
General Electric Co.	4,180		$ 125,149
Machinery - 2.3%
AGCO Corp.	570		28,648
Caterpillar, Inc.	850		61,753
Crane Co.	226		11,757
Deere & Co.	1,394		110,921
Dover Corp.	120		7,908
Illinois Tool Works, Inc.	735		69,075
Ingersoll-Rand PLC	604		35,437
Lincoln Electric Holdings, Inc.	40		2,258
Oshkosh Corp.	880		38,597
PACCAR, Inc.	230		11,951
Parker Hannifin Corp.	120		12,559
Pentair PLC	140		7,938
Stanley Black & Decker, Inc.	120		13,099
Timken Co.	200		6,448
Trinity Industries, Inc.	1,200		32,580
			450,929
Professional Services - 0.0%
Dun & Bradstreet Corp.	20		2,156
Manpower, Inc.	60		5,417
			7,573
Road & Rail - 0.2%
AMERCO	10		4,054
CSX Corp.	760		21,607
Norfolk Southern Corp.	230		21,864
			47,525
Trading Companies & Distributors - 0.2%
Aircastle Ltd.	1,400		29,344
W.W. Grainger, Inc.	50		10,027
			39,371
TOTAL INDUSTRIALS			1,933,398
INFORMATION TECHNOLOGY - 12.6%
Communications Equipment - 2.0%
Brocade Communications Systems, Inc.	4,615		43,312
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Cisco Systems, Inc.	11,149		$ 303,810
Harris Corp.	733		60,934
			408,056
Electronic Equipment & Components - 1.0%
Arrow Electronics, Inc. (a)	80		4,525
Avnet, Inc.	160		7,251
Corning, Inc.	3,000		56,190
Flextronics International Ltd. (a)	1,657		18,641
Ingram Micro, Inc. Class A	120		3,712
Jabil Circuit, Inc.	150		3,839
TE Connectivity Ltd.	695		46,628
Tech Data Corp. (a)	600		40,590
Vishay Intertechnology, Inc.	1,300		15,496
			196,872
Internet Software & Services - 0.2%
eBay, Inc. (a)	1,047		30,981
IT Services - 1.1%
Computer Sciences Corp.	268		8,396
CSRA, Inc. (a)	120		3,781
IBM Corp.	950		132,449
PayPal Holdings, Inc. (a)	904		31,875
The Western Union Co.	390		7,355
Xerox Corp.	3,800		40,090
			223,946
Semiconductors & Semiconductor Equipment - 1.6%
Intel Corp.	6,440		223,919
Lam Research Corp.	100		7,820
Texas Instruments, Inc.	1,554		90,318
			322,057
Software - 3.0%
Activision Blizzard, Inc.	1,554		58,524
Adobe Systems, Inc. (a)	700		64,022
CA Technologies, Inc.	340		9,557
Microsoft Corp.	3,482		189,247
Oracle Corp.	6,876		267,958
Symantec Corp.	830		16,251
			605,559
Technology Hardware, Storage & Peripherals - 3.7%
Apple, Inc.	3,197		378,205
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
EMC Corp.	5,470		$ 138,610
Hewlett Packard Enterprise Co.	4,200		62,412
HP, Inc.	3,594		45,069
Seagate Technology LLC	1,130		40,612
Western Digital Corp.	1,246		77,763
			742,671
TOTAL INFORMATION TECHNOLOGY			2,530,142
MATERIALS - 3.2%
Chemicals - 2.0%
Ashland, Inc.	50		5,633
Celanese Corp. Class A	120		8,490
CF Industries Holdings, Inc.	850		39,219
E.I. du Pont de Nemours & Co.	570		38,384
Eastman Chemical Co.	510		37,052
Huntsman Corp.	3,215		40,252
LyondellBasell Industries NV Class A	1,130		108,277
Methanex Corp.	485		19,052
The Dow Chemical Co.	1,815		94,616
Valspar Corp.	60		5,069
Westlake Chemical Corp.	100		6,005
			402,049
Construction Materials - 0.2%
Martin Marietta Materials, Inc.	320		50,368
Containers & Packaging - 0.6%
Avery Dennison Corp.	210		13,852
Ball Corp.	80		5,554
Bemis Co., Inc.	80		3,770
Crown Holdings, Inc. (a)	821		42,618
Packaging Corp. of America	70		4,759
Sonoco Products Co.	80		3,506
WestRock Co.	735		37,213
			111,272
Metals & Mining - 0.1%
Barrick Gold Corp.	1,375		10,121
Freeport-McMoRan, Inc.	800		6,544
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Nucor Corp.	250		$ 10,363
Reliance Steel & Aluminum Co.	50		2,941
			29,969
Paper & Forest Products - 0.3%
Domtar Corp.	500		20,545
International Paper Co.	846		35,388
			55,933
TOTAL MATERIALS			649,591
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.3%
AT&T, Inc.	5,013		168,788
Verizon Communications, Inc.	6,391		290,471
			459,259
UTILITIES - 2.9%
Electric Utilities - 1.5%
American Electric Power Co., Inc.	1,380		77,294
Duke Energy Corp.	530		35,913
Edison International	250		14,840
Entergy Corp.	600		39,978
Eversource Energy	240		12,228
Exelon Corp.	900		24,579
FirstEnergy Corp.	1,100		34,529
Great Plains Energy, Inc.	120		3,239
ITC Holdings Corp.	1,250		46,100
OGE Energy Corp.	80		2,089
Pinnacle West Capital Corp.	90		5,702
Xcel Energy, Inc.	390		13,907
			310,398
Gas Utilities - 0.2%
National Fuel Gas Co.	670		30,632
UGI Corp.	130		4,507
			35,139
Independent Power and Renewable Electricity Producers - 0.4%
The AES Corp.	7,297		72,897
Multi-Utilities - 0.8%
Ameren Corp.	190		8,314
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
Consolidated Edison, Inc.	230		$ 14,295
DTE Energy Co.	90		7,244
Public Service Enterprise Group, Inc.	2,190		85,629
SCANA Corp.	600		35,484
			150,966
Water Utilities - 0.0%
American Water Works Co., Inc.	110		6,354
TOTAL UTILITIES			575,754
TOTAL COMMON STOCKS (Cost $14,169,761)		18,058,601
U.S. Treasury Obligations - 0.4%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.1% 12/3/15 to 1/28/16 (c) (Cost $69,992)	$ 70,000		69,995
Money Market Funds - 9.4%
	Shares
SSgA U.S. Treasury Money Market Fund Class N, 0% (a)(b) (Cost $1,887,108)	1,887,108		1,887,108
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $16,126,861)			20,015,704
NET OTHER ASSETS (LIABILITIES) - 0.0%			6,611
NET ASSETS - 100%		$ 20,022,315

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
17 ICE Russell 1000 Value Index Contracts (United States)	Dec. 2015	$ 1,679,090	$ 87,838

The face value of futures purchased as a percentage of net assets is 8.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,429,863.

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $69,994.

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,640,205	$ 1,640,205	$ -	$ -
Consumer Staples	783,230	783,230	-	-
Energy	1,744,105	1,744,105	-	-
Financials	5,062,117	5,062,117	-	-
Health Care	2,680,800	2,680,800	-	-
Industrials	1,933,398	1,933,398	-	-
Information Technology	2,530,142	2,530,142	-	-
Materials	649,591	649,591	-	-
Telecommunication Services	459,259	459,259	-	-
Utilities	575,754	575,754	-	-
U.S. Treasury Obligations	69,995	-	69,995	-
Money Market Funds	1,887,108	1,887,108	-	-
Total Investments in Securities:	$ 20,015,704	$ 19,945,709	$ 69,995	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 87,838	$ 87,838	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 87,838	$ -
Total Value of Derivatives	$ 87,838	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2015 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $16,126,861)		$ 20,015,704
Cash		588
Receivable for investments sold		256,867
Receivable for fund shares sold		9,127
Dividends receivable		48,569
Prepaid expenses		39
Receivable from investment adviser for expense reductions		486
Other receivables		140
Total assets		20,331,520

Liabilities
Payable for investments purchased	$ 264,030
Payable for fund shares redeemed	7,584
Accrued management fee	8,414
Distribution and service plan fees payable	24
Payable for daily variation margin for derivative instruments	2,752
Other affiliated payables	2,309
Other payables and accrued expenses	24,092
Total liabilities		309,205

Net Assets		$ 20,022,315
Net Assets consist of:
Paid in capital		$ 15,549,636
Undistributed net investment income		109,694
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		386,316
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,976,669
Net Assets		$ 20,022,315

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

Semiannual Report

Statement of Assets and Liabilities - continued

	November 30, 2015 (Unaudited)

Value Multi-Manager: Net Asset Value, offering price and redemption price per share ($16,854,182 ÷ 1,206,957 shares)		$ 13.96

Class F: Net Asset Value, offering price and redemption price per share ($2,934,070 ÷ 209,364 shares)		$ 14.01

Class L: Net Asset Value, offering price and redemption price per share ($117,330 ÷ 8,403 shares)		$ 13.96

Class N: Net Asset Value, offering price and redemption price per share ($116,733 ÷ 8,371 shares)		$ 13.94

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended November 30, 2015 (Unaudited)

Investment Income
Dividends:
Unaffiliated issuers		$ 203,644
Interest		12
Total income		203,656

Expenses
Management fee	$ 49,826
Transfer agent fees	10,413
Distribution and service plan fees	145
Accounting fees and expenses	3,820
Custodian fees and expenses	7,058
Independent trustees' compensation	105
Registration fees	35,319
Audit	25,434
Legal	95
Miscellaneous	84
Total expenses before reductions	132,299
Expense reductions	(38,664)	93,635
Net investment income (loss)		110,021
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	550,045
Foreign currency transactions	(5)
Futures contracts	(100,786)
Total net realized gain (loss)		449,254
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,289,681)
Assets and liabilities in foreign currencies	(13)
Futures contracts	60,666
Total change in net unrealized appreciation (depreciation)		(1,229,028)
Net gain (loss)		(779,774)
Net increase (decrease) in net assets resulting from operations		$ (669,753)

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended November 30, 2015 (Unaudited)	Year ended May 31, 2015
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 110,021	$ 205,820
Net realized gain (loss)	449,254	1,185,436
Change in net unrealized appreciation (depreciation)	(1,229,028)	416,847
Net increase (decrease) in net assets resulting from operations	(669,753)	1,808,103
Distributions to shareholders from net investment income	(99,209)	(185,286)
Distributions to shareholders from net realized gain	(408,359)	(1,691,874)
Total distributions	(507,568)	(1,877,160)
Share transactions - net increase (decrease)	1,004,968	942,602
Total increase (decrease) in net assets	(172,353)	873,545

Net Assets
Beginning of period	20,194,668	19,321,123
End of period (including undistributed net investment income of $109,694 and undistributed net investment income of $98,882, respectively)	$ 20,022,315	$ 20,194,668

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

Semiannual Report

Financial Highlights - Value Multi-Manager

	Six months ended November 30, 2015	Years ended May 31,
	(Unaudited)	2015	2014	2013	2012 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.83	$ 14.93	$ 13.32	$ 10.65	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.08	.16	.14	.17	.08
Net realized and unrealized gain (loss)	(.58)	1.23	2.37	2.92	.59
Total from investment operations	(.50)	1.39	2.51	3.09	.67
Distributions from net investment income	(.07)	(.15)	(.14)	(.16)	(.02)
Distributions from net realized gain	(.30)	(1.35)	(.77)	(.26)	-
Total distributions	(.37)	(1.49)^I	(.90)^H	(.42)	(.02)
Net asset value, end of period	$ 13.96	$ 14.83	$ 14.93	$ 13.32	$ 10.65
Total Return ^{B, C}	(3.43)%	9.78%	19.66%	29.71%	6.71%
Ratios to Average Net Assets^F
Expenses before reductions	1.36%^A	1.25%	1.32%	1.30%	1.62%^A
Expenses net of fee waivers, if any	.97%^A	.97%	.97%	.97%	.97%^A
Expenses net of all reductions	.97%^A	.97%	.97%	.97%	.97%^A
Net investment income (loss)	1.11%^A	1.08%	.97%	1.43%	1.41%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 16,854	$ 17,235	$ 17,565	$ 15,774	$ 11,031
Portfolio turnover rate^G	38%^A	36%	59%	30%	14%