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)

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

Marc Bryant, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

February 28

 

 

Date of reporting period:

August 31, 2010

Item 1. Reports to Stockholders

Strategic Advisers® Core Income Fund
(formerly PAS Core Income Fund of Funds
®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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.

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

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

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS Core Income Fund of Funds® into Strategic Advisers® Core Income Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated and unaffiliated 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 affiliated and unaffiliated 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.

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

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to August 31, 2010

Actual

.00%

$ 1,000.00

$ 1,062.50

$ .00**

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations, effective August 23, 2010, had been in effect during the entire period, the annualized expense ratio would have been .02% and the expenses paid in the actual and hypothetical examples above would have been $.10 and $.10, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

PIMCO Total Return Fund Administrative Class

30.0

28.9

Fidelity Total Bond Fund

15.2

18.8

Fidelity Investment Grade Bond Fund

12.8

12.1

Metropolitan West Total Return Bond Fund Class M

8.1

7.7

Fidelity Intermediate Bond Fund

7.4

8.1

Western Asset Core Plus Bond Portfolio

7.2

7.1

T. Rowe Price New Income Fund Advisor Class

5.6

6.2

Fidelity U.S. Bond Index Fund

4.4

4.2

Western Asset Core Bond Portfolio Class F

2.1

0.0

Templeton Global Bond Fund Class A

2.0

0.0

 

94.8

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127804

Intermediate-Term
Bond Funds 97.1%

 

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Intermediate-Term
Bond Funds 96.2%

 

fid127807

Short-Term Funds and
Net Other Assets 2.0%

 

fid127807

Short-Term Funds and
Net Other Assets 2.0%

 

fid127810

High Yield
Fixed-Income Funds 0.5%

 

fid127810

High Yield
Fixed-Income Funds 1.3%

 

fid127813

Sector Funds 0.4%

 

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Sector Funds 0.5%

 

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

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Fixed-Income Funds - 98.0%

Shares

Value

High Yield Fixed-Income Funds - 0.5%

Fidelity Focused High Income Fund (a)

1,779,916

$ 16,357,424

Intermediate-Term Bond Funds - 97.1%

Fidelity Intermediate Bond Fund (a)

21,538,924

231,328,041

Fidelity Investment Grade Bond Fund (a)

53,986,810

403,281,472

Fidelity Total Bond Fund (a)

43,229,928

477,690,709

Fidelity U.S. Bond Index Fund (a)

11,737,268

136,973,920

Loomis Sayles Bond Fund Retail Class

2,270,155

31,237,327

Metropolitan West Total Return Bond Fund Class M

23,994,302

255,299,374

PIMCO Total Return Fund Administrative Class

81,592,091

941,572,726

T. Rowe Price New Income Fund Advisor Class

17,981,168

175,316,384

Templeton Global Bond Fund Class A

4,651,580

61,633,437

Westcore Plus Bond Fund

3,815,086

41,775,191

Western Asset Core Bond Portfolio Class F

5,819,396

66,923,058

Western Asset Core Plus Bond Portfolio

20,591,813

224,862,599

TOTAL INTERMEDIATE-TERM BOND FUNDS

3,047,894,238

Sector Funds - 0.4%

Fidelity Real Estate Income Fund (a)

1,161,623

11,616,230

TOTAL FIXED-INCOME FUNDS

(Cost $2,867,632,354)

3,075,867,892

Short-Term Funds - 2.0%

 

 

 

 

Prudential Short-Term Corporate Bond Fund, Inc. Class A
(Cost $60,917,215)

5,305,922

61,601,750

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $2,928,549,569)

3,137,469,642

NET OTHER ASSETS (LIABILITIES) - 0.0%

931,983

NET ASSETS - 100%

$ 3,138,401,625

Legend

(a) Affiliated company

Affiliated Underlying Funds

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

Fund

Income Earned

Fidelity Focused High Income Fund

$ 557,174

Fidelity Intermediate Bond Fund

3,937,269

Fidelity Investment Grade Bond Fund

5,898,535

Fidelity New Markets Income Fund

33,480

Fidelity Real Estate Income Fund

260,248

Fidelity Total Bond Fund

9,340,499

Fidelity U.S. Bond Index Fund

1,879,032

Total

$ 21,906,237

Additional information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds is as follows:

Fund

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

Fidelity Focused High Income Fund

$ 18,741,343

$ 1,024,319

$ 3,492,334

$ 16,357,424

Fidelity Intermediate Bond Fund

213,541,617

20,471,683

11,896,697

231,328,041

Fidelity Investment Grade Bond Fund

319,196,192

68,149,724

-

403,281,472

Fidelity New Markets Income Fund

15,961,503

-

16,288,080

-

Fidelity Real Estate Income Fund

14,058,490

260,248

3,492,334

11,616,230

Fidelity Total Bond Fund

498,522,143

23,693,793

64,312,444

477,690,709

Fidelity U.S. Bond Index Fund

110,754,029

20,812,782

-

136,973,920

Total

$ 1,190,775,317

$ 134,412,549

$ 99,481,889

$ 1,277,247,796

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At February 28, 2010, the Fund had a capital loss carryforward of approximately $5,269,698 all of which will expire on February 28, 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

 

Unaffiliated Underlying Funds (cost $1,735,575,985)

$ 1,860,221,846

 

Affiliated Underlying Funds (cost $1,192,973,584)

1,277,247,796

 

Total Investments (cost $2,928,549,569)

$ 3,137,469,642

Cash

15

Receivable for fund shares sold

4,707,755

Total assets

3,142,177,412

 

 

 

Liabilities

Payable for investments purchased

$ 1,684,533

Payable for fund shares redeemed

2,053,311

Distributions payable

29,634

Other affiliated payables

6,157

Other payables and accrued expenses

2,152

Total liabilities

3,775,787

 

 

 

Net Assets

$ 3,138,401,625

Net Assets consist of:

 

Paid in capital

$ 2,933,213,034

Undistributed net investment income

326,523

Accumulated undistributed net realized gain (loss) on investments

(4,058,005)

Net unrealized appreciation (depreciation) on investments

208,920,073

Net Assets, for 291,851,594 shares outstanding

$ 3,138,401,625

Net Asset Value, offering price and redemption price per share ($3,138,401,625 ÷ 291,851,594 shares)

$ 10.75

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

Semiannual Report

Statement of Operations

Six months ended August 31, 2010 (Unaudited)

 

  

  

Investment Income

  

  

Dividends from underlying funds:

 

 

Unaffiliated

 

$ 30,415,971

Affiliated

 

21,906,237

Total Income

 

52,322,208

 

 

 

Expenses

Management fee

$ 3,648,467

Accounting fees and expenses

6,157

Custodian fees and expenses

464

Independent trustees' compensation

11,272

Registration fees

1,200

Audit

489

Miscellaneous

61,000

Total expenses before reductions

3,729,049

Expense reductions

(3,718,301)

10,748

Net investment income (loss)

52,311,460

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares:

 

Unaffiliated

(94,095)

 

Affiliated

4,368,244

 

Realized gain distributions from affiliated underlying funds

467,145

4,741,294

Change in net unrealized appreciation (depreciation) on underlying funds

124,016,893

Net gain (loss)

128,758,187

Net in net assets resulting from operations

$ 181,069,647

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Six months ended
August 31, 2010
(Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 52,311,460

$ 69,992,359

Net realized gain (loss)

4,741,294

11,779,893

Change in net unrealized appreciation (depreciation)

124,016,893

150,653,948

Net in net assets resulting from operations

181,069,647

232,426,200

Distributions to shareholders from net investment income

(52,341,908)

(70,122,296)

Distributions to shareholders from net realized gain

-

(5,754,796)

Total distributions

(52,341,908)

(75,877,092)

Share transactions
Proceeds from sales of shares

659,584,089

1,971,896,368

Reinvestment of distributions

52,229,464

75,683,208

Cost of shares redeemed

(349,333,578)

(285,227,731)

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

362,479,975

1,762,351,845

Total increase (decrease) in net assets

491,207,714

1,918,900,953

 

 

 

Net Assets

Beginning of period

2,647,193,911

728,292,958

End of period (including undistributed net investment income of $326,523 and undistributed net investment income of $356,971, respectively)

$ 3,138,401,625

$ 2,647,193,911

Other Information

Shares

Sold

63,156,521

198,017,148

Issued in reinvestment of distributions

4,967,280

7,604,701

Redeemed

(33,385,809)

(29,234,500)

Net increase (decrease)

34,737,992

176,387,349

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

Semiannual Report

Financial Highlights

 

Six months ended
August 31, 2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 10.30

$ 9.02

$ 10.09

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .188

  .488

  .509

  .207

Net realized and unrealized gain (loss)

  .450

  1.326

  (.950)

  .132

Total from investment operations

  .638

  1.814

  (.441)

  .339

Distributions from net investment income

  (.188)

  (.504)

  (.499)

  (.222) I

Distributions from net realized gain

  -

  (.030)

  (.130)

  (.027) I

Total distributions

  (.188)

  (.534)

  (.629)

  (.249)

Net asset value, end of period

$ 10.75

$ 10.30

$ 9.02

$ 10.09

Total Return B, C

  6.25%

  20.54%

  (4.41)%

  3.42%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .26%

  .25% A

Expenses net of contractual waivers

  .00% A,H

  .00%

  .00%

  .00% A

Expenses net of all reductions

  .00% A,H

  .00%

  .00%

  .00% A

Net investment income (loss)

  3.56% A

  4.93%

  5.35%

  4.92% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,138,402

$ 2,647,194

$ 728,293

$ 746,712

Portfolio turnover rate E

  8% A

  10%

  38%

  19% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amounts do not include the portfolio activity of the underlying funds.

F For the period September 27, 2007 (commencement of operations) to February 29, 2008.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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.

H Amount represents less than .01%.

I The amount shown reflects certain reclassifications related to book to tax differences.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers Core Income Fund (the Fund) (formerly PAS Core Income Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) (formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying 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 Underlying Fund's NAV is unavailable, shares of that fund may be valued by another method that the Board of Trustees 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 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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. During the period, the Fund paid excise taxes on undistributed ordinary income which is included in Miscellaneous expense on the Statement of Operations. This excise tax was reimbursed to the Fund which is included in Expense reductions on the Statement of Operations. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 205,347,613

Gross unrealized depreciation

(317,023)

Net unrealized appreciation (depreciation)

$ 205,030,590

 

 

Tax cost

$ 2,932,439,052

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $475,119,817 and $113,150,195, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed .60% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any active sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. This waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Sub-Adviser. In March, 2010, the Board of Trustees approved the appointment of Fidelity Investments Money Management, Inc. (FIMM), an affiliate of Strategic Advisers, as a sub-adviser to the Fund. As of the date of this report, however, FIMM has not been allocated any portion of the Fund's assets. FIMM in the future will provide discretionary investment advisory services for an allocated portion of the Fund's assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, 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, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, there were no transfer agent fees paid by the Fund.

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

5. Committed Line of Credit.

Prior to August 23, 2010, the Fund participated with other funds managed by FMR or an affiliate in a $3.75 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 had agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,855 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit. Effective September 8, 2010 the Fund resumed participation in the line of credit.

6. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010 Strategic Advisers had contractually agreed to reimburse the Fund to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, including commitment fees, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $3,659,156.

7. Other.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS Core Income Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS Core Income Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS Core Income Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS Core Income Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Income Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contracts and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisers under the Advisory Contracts is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, and each sub-adviser, Fidelity Investments Money Management, Inc., FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (Hong Kong) Limited, FIL Investment Advisors, and FIL Investment Advisors (U.K.) Ltd. (Strategic Advisers, together with the sub-advisers, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that the Investment Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers, including each sub-adviser.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by the Investment Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers, the amount and nature of fees to be paid to each sub-adviser and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 0.60%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money
Management, Inc.

FMR Co., Inc.

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

Fidelity Management &
Research (Hong Kong) Limited

Fidelity Management &
Research (Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

SSC-SANN-1010
1.912889.100

Strategic Advisers® Income Opportunities Fund

(formerly PAS Income Opportunities
Fund of Funds
®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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.

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

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

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS Income Opportunities Fund of Funds® into Strategic Advisers® Income Opportunities Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated and unaffiliated 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 affiliated and unaffiliated 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.

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

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to August 31, 2010

Actual

.00%

$ 1,000.00

$ 1,054.50

$ .00**

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations, effective August 23, 2010, had been in effect during the entire period, the annualized expense ratio would have been .04% and the expenses paid in the actual and hypothetical examples above would have been $.21 and $.20, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Fidelity Capital & Income Fund

29.3

30.4

T. Rowe Price High Yield Fund Advisor Class

24.0

22.9

Fidelity High Income Fund

13.9

13.0

PIMCO High Yield Fund Administrative Class

9.1

1.9

MainStay High Yield Corporate Bond Fund Class A

5.9

10.6

BlackRock High Yield Bond Portfolio Investor A Class

4.6

6.2

Fidelity Advisor High Income Fund Institutional Class

4.3

5.4

Fidelity Advisor High Income Advantage Fund Institutional Class

3.2

4.7

Goldman Sachs High Yield Fund Class A

3.2

4.9

Janus High-Yield Fund Class T

1.9

0.0

 

99.4

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127804

High Yield Fixed-Income Funds 100.0%

 

fid127804

High Yield Fixed-Income Funds 100.0%

 

fid127828

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

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Fixed-Income Funds - 100.0%

Shares

Value

High Yield Fixed-Income Funds - 100.0%

BlackRock High Yield Bond Portfolio Investor A Class

9,569,962

$ 69,860,723

Fidelity Advisor High Income Advantage Fund Institutional Class (a)

5,567,219

48,880,186

Fidelity Advisor High Income Fund Institutional Class (a)

7,961,330

65,760,587

Fidelity Capital & Income Fund (a)

51,071,021

445,339,304

Fidelity Focused High Income Fund (a)

951,648

8,745,645

Fidelity High Income Fund (a)

24,361,620

210,240,778

Goldman Sachs High Yield Fund Class A

6,886,459

48,411,806

Janus High-Yield Fund Class T

3,386,784

29,295,680

MainStay High Yield Corporate Bond Fund Class A

15,612,961

89,930,655

PIMCO High Yield Fund Administrative Class

15,291,735

138,543,118

T. Rowe Price High Yield Fund Advisor Class

55,924,150

365,184,702

TOTAL FIXED-INCOME FUNDS

(Cost $1,474,364,641)

1,520,193,184

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,474,364,641)

1,520,193,184

NET OTHER ASSETS (LIABILITIES) - 0.0%

92,718

NET ASSETS - 100%

$ 1,520,285,902

Legend

(a) Affiliated company

Affiliated Underlying Funds

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

Fund

Income Earned

Fidelity Advisor High Income Advantage Fund Institutional Class

$ 1,160,670

Fidelity Advisor High Income Fund Institutional Class

1,726,171

Fidelity Capital & Income Fund

9,413,259

Fidelity Focused High Income Fund

154,548

Fidelity High Income Fund

4,696,678

Total

$ 17,151,326

Additional information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds is as follows:

Fund

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

Fidelity Advisor High Income Advantage Fund Institutional Class

$ 36,255,661

$ 12,957,502

$ 534,598

$ 48,880,186

Fidelity Advisor High Income Fund Institutional Class

41,885,958

23,705,135

1,069,196

65,760,587

Fidelity Capital & Income Fund

233,492,098

215,790,882

4,811,380

445,339,304

Fidelity Focused High Income Fund

-

8,749,642

-

8,745,645

Fidelity High Income Fund

99,776,479

111,350,161

2,672,989

210,240,778

Total

$ 411,410,196

$ 372,553,322

$ 9,088,163

$ 778,966,500

Other Information

The following is a summary of the inputs used, as of August 31, 2010, 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 Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at reporting Date:

Description

Investments in Securities

Total

Level 1

Level 2

Level 3

Fixed-Income Funds

$ 1,520,193,184

$ 1,490,897,504

$ 29,295,680

$ -

Income Tax Information

At February 28, 2010, the Fund had a capital loss carryforward of approximately $1,319,950 all of which will expire on February 28, 2017. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

 

Unaffiliated Underlying Funds (cost $729,651,892)

$ 741,226,684

 

Affiliated Underlying Funds (cost $744,712,749)

778,966,500

 

Total Investments (cost $1,474,364,641)

$ 1,520,193,184

Cash

11

Receivable for fund shares sold

2,045,733

Total assets

1,522,238,928

 

 

 

Liabilities

Payable for investments purchased

$ 1,013,243

Payable for fund shares redeemed

908,624

Distributions payable

26,479

Other affiliated payables

3,241

Other payables and accrued expenses

1,439

Total liabilities

1,953,026

 

 

 

Net Assets

$ 1,520,285,902

Net Assets consist of:

 

Paid in capital

$ 1,478,707,259

Undistributed net investment income

292,702

Accumulated undistributed net realized gain (loss) on investments

(4,542,602)

Net unrealized appreciation (depreciation) on investments

45,828,543

Net Assets, for 162,435,409 shares outstanding

$ 1,520,285,902

Net Asset Value, offering price and redemption price per share ($1,520,285,902 ÷ 162,435,409 shares)

$ 9.36

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended August 31, 2010 (Unaudited)

 

  

  

Investment Income

  

  

Dividends from underlying funds:

 

 

Unaffiliated

 

$ 18,063,587

Affiliated

 

17,151,326

Total income

 

35,214,913

 

 

 

Expenses

Management fee

$ 1,283,333

Accounting fees and expenses

3,241

Custodian fees and expenses

488

Independent trustees' compensation

3,851

Registration fees

636

Audit

489

Miscellaneous

372

Total expenses before reductions

1,292,410

Expense reductions

(1,286,952)

5,458

Net investment income (loss)

35,209,455

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares:

 

Unaffiliated

25,068

 

Affiliated

(87,253)

 

Realized gain distributions from affiliated underlying funds

199,424

137,239

Change in net unrealized appreciation (depreciation) on underlying funds

12,386,377

Net gain (loss)

12,523,616

Net in net assets resulting from operations

$ 47,733,071

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended
August 31, 2010
(Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 35,209,455

$ 50,331,796

Net realized gain (loss)

137,239

1,691,860

Change in net unrealized appreciation (depreciation)

12,386,377

204,751,234

Net in net assets resulting from operations

47,733,071

256,774,890

Distributions to shareholders from net investment income

(35,090,430)

(50,585,855)

Distributions to shareholders from net realized gain

(429,883)

(804,246)

Total distributions

(35,520,313)

(51,390,101)

Share transactions
Proceeds from sales of shares

822,683,722

376,793,550

Reinvestment of distributions

35,431,476

51,246,991

Cost of shares redeemed

(118,794,793)

(346,624,426)

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

739,320,405

81,416,115

Total increase (decrease) in net assets

751,533,163

286,800,904

 

 

 

Net Assets

Beginning of period

768,752,739

481,951,835

End of period (including undistributed net investment income of $292,702 and undistributed net investment income of $173,677, respectively)

$ 1,520,285,902

$ 768,752,739

Other Information

Shares

Sold

87,759,757

47,658,068

Issued in reinvestment of distributions

3,791,390

6,163,613

Redeemed

(12,723,262)

(44,147,442)

Net increase (decrease)

78,827,885

9,674,239

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

Semiannual Report

Financial Highlights

 

Six months ended
August 31,2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.19

$ 6.52

$ 9.27

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .319

  .648

  .660

  .302

Net realized and unrealized gain (loss)

  .177

  2.684

  (2.753)

  (.728)

Total from investment operations

  .496

  3.332

  (2.093)

  (.426)

Distributions from net investment income

  (.321)

  (.652)

  (.657)

  (.304)

Distributions from net realized gain

  (.005)

  (.010)

  -

  -

Total distributions

  (.326)

  (.662)

  (.657)

  (.304)

Net asset value, end of period

$ 9.36

$ 9.19

$ 6.52

$ 9.27

Total Return B, C

  5.45%

  52.61%

  (23.54)%

  (4.34)%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .26%

  .25% A

Expenses net of contractual waivers

  .00% A,H

  .00%

  .00%

  .00% A

Expenses net of all reductions

  .00% A,H

  .00%

  .00%

  .00% A

Net investment income (loss)

  6.80% A

  7.88%

  8.31%

  7.52% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,520,286

$ 768,753

$ 481,952

$ 387,233

Portfolio turnover rate E

  3% A

  32%

  6%

  23% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amounts do not include the portfolio activity of the underlying funds.

F For the period September 27, 2007 (commencement of operations) to February 29, 2008.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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.

H Amount represents less than .01%.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers Income Opportunities Fund (the Fund) (formerly PAS Income Opportunities Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) (formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying 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 Underlying Fund's NAV is unavailable, shares of that fund may be valued by another method that the Board of Trustees 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

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - 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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest. Distributions from the Underlying Funds that are deemed to be return of capital are recorded as a reduction of cost of investments.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 67,340,650

Gross unrealized depreciation

(25,000,593)

Net unrealized appreciation (depreciation)

$ 42,340,057

 

 

Tax cost

$ 1,477,853,127

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $756,935,849 and $17,819,925, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed .75% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. This waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Underlying Funds, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, there were no transfer agent fees paid by the Fund.

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

5. Committed Line of Credit.

Prior to August 23, 2010, the Fund participated with other funds managed by FMR or an affiliate in a $3.75 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 had agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $372 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit. Effective September 8, 2010, the Fund resumed participation in the line of credit.

6. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010 Strategic Advisers had contractually agreed to reimburse the Fund to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, including commitment fees, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $1,286,952.

7. Other.

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

Semiannual Report

8. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS Income Opportunities Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS Income Opportunities Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS Income Opportunities Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS Income Opportunities Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract (the Advisory Contract) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contract and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) under the Advisory Contract is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of Strategic Advisers' investment staff, their use of technology, and Strategic Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Strategic Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both proprietary fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contract. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by Strategic Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Semiannual Report

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 0.75%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contract. In connection with its future renewal of the fund's Advisory Contract, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

SRQ-SANN-1010
1.912883.100

Strategic Advisers® International Fund

(formerly PAS International Fund of Funds®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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.

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

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

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS International Fund of Funds® into Strategic Advisers® International Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated and unaffiliated mutual funds and exchange-traded funds (ETFs) (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 affiliated and unaffiliated mutual funds and exchange-traded funds (ETFs)(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.

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

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Actual

.00%

$ 1,000.00

$ 979.60

$ .00**

Hypothetical (5%
return per year
before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations, effective August 23, 2010, had been in effect during the entire period, the annualized expense ratio would have been .03% and the expenses paid in the actual and hypothetical examples above would have been $.15 and $.15, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Harbor International Fund Retirement Class

9.2

7.9

Fidelity International Discovery Fund

7.6

6.8

Manning & Napier Fund, Inc. World Opportunities Series Class A

7.0

6.7

Fidelity Diversified International Fund

5.8

6.1

MFS Research International Fund A Shares

5.7

5.4

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio Class B

5.5

6.0

Causeway International Value Fund Investor Class

5.5

4.5

William Blair International Growth Fund Class N

5.1

3.2

Oakmark International Fund Class I

4.3

3.7

Thornburg International Value Fund Class A

4.3

3.0

 

60.0

 

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127838

Foreign Large
Blend Funds 47.1%

 

fid127804

Foreign Large
Blend Funds 49.2%

 

fid127841

Foreign Large
Value Funds 19.9%

 

fid127843

Foreign Large
Value Funds 20.9%

 

fid127845

Foreign Large
Growth Funds 16.7%

 

fid127845

Foreign Large
Growth Funds 13.2%

 

fid127848

Other 7.4%

 

fid127848

Other 7.4%

 

fid127810

Foreign Small
Mid Value Funds 7.0%

 

fid127810

Foreign Small
Mid Value Funds 7.1%

 

fid127853

Sector Funds 1.9%

 

fid127853

Sector Funds 2.2%

 

fid127856

Foreign Small
Mid Growth Funds 0.0%*

 

fid127856

Foreign Small
Mid Growth Funds 0.0%*

 

fid127859

International Equity
Funds 0.0%*

 

fid127859

International Equity
Funds 0.0%*

 

fid127862

Short-Term Funds and
Net Other Assets 0.0%*

 

fid127862

Short-Term Funds and
Net Other Assets 0.0%*

 

fid127865

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

* Amount represents less than 0.1%.

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Foreign Large Blend Funds - 47.1%

American EuroPacific Growth Fund Class F-1

4,070,214

$ 145,713,672

Artio International Equity Fund II Class A

12,447,281

133,932,749

Fidelity Canada Fund (a)

2,161,332

107,396,602

Fidelity International Discovery Fund (a)

19,881,563

552,508,625

GE Institutional International Equity Fund Service Class

26,132,218

258,186,310

Harbor International Fund Retirement Class

13,128,703

661,161,503

Henderson International Opportunities Fund Class A

8,502,721

153,814,215

iShares MSCI EAFE Index ETF

612,700

30,604,365

Manning & Napier Fund, Inc. World Opportunities Series Class A

67,405,557

505,541,674

Masters' Select International Fund Investor Class

5,578

70,232

MFS Research International Fund A Shares

31,664,477

409,421,683

SSgA International Stock Selection Fund Institutional Class

15,226,524

134,145,674

Thornburg International Value Fund Class A

12,915,115

307,379,729

TOTAL FOREIGN LARGE BLEND FUNDS

3,399,877,033

Foreign Large Growth Funds - 16.7%

AIM International Growth Fund Class A

3,714,330

87,843,914

Fidelity Diversified International Fund (a)

16,336,416

418,375,626

Fidelity International Capital Appreciation Fund (a)

4,979,532

53,330,782

Scout International Fund

8,678,828

238,754,549

T. Rowe Price International Stock Fund Advisor Class

2,746,433

33,369,157

William Blair International Growth Fund Class N

19,791,077

370,686,867

TOTAL FOREIGN LARGE GROWTH FUNDS

1,202,360,895

Foreign Large Value Funds - 19.9%

Causeway International Value Fund Investor Class

37,243,843

397,019,371

MFS International Value Fund A Shares

10,391,561

224,769,455

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio Class B

33,939,357

400,823,804

Oakmark International Fund Class I

18,549,777

309,410,283

Quant Foreign Value Fund Ordinary Shares

9,413,280

107,123,131

TOTAL FOREIGN LARGE VALUE FUNDS

1,439,146,044

Equity Funds - continued

Shares

Value

Foreign Small Mid Growth Funds - 0.0%

MFS International New Discovery Fund A Shares

57

$ 1,046

Neuberger Berman International Fund Trust Class

373

5,998

TOTAL FOREIGN SMALL MID GROWTH FUNDS

7,044

Foreign Small Mid Value Funds - 7.0%

Artisan International Value Fund Investor Class

12,369,250

279,421,365

Morgan Stanley International Small Cap Portfolio Class P

7,196,192

78,654,383

Third Avenue International Value Fund

10,228,267

146,877,916

TOTAL FOREIGN SMALL MID VALUE FUNDS

504,953,664

International Equity Funds - 0.0%

Henderson European Focus Fund Class A

38

876

Sector Funds - 1.9%

ING International Real Estate Fund Class A

14,466,722

112,117,093

SPDR DJ Wilshire International Real Estate ETF

706,300

24,925,327

TOTAL SECTOR FUNDS

137,042,420

Other - 7.4%

Acadian Emerging Market Portfolio Institutional Class

1,451,061

24,697,064

Fidelity Japan Fund (a)

11,517,411

112,755,455

Fidelity Japan Smaller Companies Fund (a)

5,596,807

44,102,843

GMO Emerging Countries Fund Class M

654,272

6,307,183

iShares MSCI Australia Index ETF

2,947,300

62,129,084

iShares MSCI Emerging Markets Index ETF

2,344,300

93,936,101

iShares MSCI Japan Index ETF

9,510,100

89,204,738

iShares MSCI Pacific ex-Japan Index ETF

1,563,200

61,511,920

Lazard Emerging Markets Equity

56

1,075

Matthews Pacific Tiger Fund Class I

14,986

310,208

SPDR Russell/Nomura Small Cap Japan ETF

160,400

6,066,328

SSgA Emerging Markets Fund

49

938

Wintergreen Fund

2,541,069

31,178,914

TOTAL OTHER

532,201,851

TOTAL EQUITY FUNDS

(Cost $7,406,611,976)

7,215,589,827

Short-Term Funds - 0.0%

Shares

Value

Fidelity Select Money Market Portfolio (a)
(Cost $5,261)

5,261

$ 5,261

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $7,406,617,237)

$ 7,215,595,088

NET OTHER ASSETS (LIABILITIES) - 0.0%

(27,432)

NET ASSETS - 100%

$ 7,215,567,656

Security Type Abbreviations

ETF - Exchange-Traded Fund

Legend

(a) Affiliated company

Affiliated Underlying Funds

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

Fund

Income Earned

Fidelity Select Money Market Portfolio

$ 1,540

Additional information regarding the Fund's fiscal year to date purchases and sales of the affiliated non Money Market Underlying Funds is as follows:

Fund

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

Fidelity Canada Fund

$ 16,626,927

$ 91,043,942

$ 5,508

$ 107,396,602

Fidelity Diversified International Fund

265,086,398

170,826,502

518,948

418,375,626

Fidelity International Capital Appreciation Fund

53,828,736

-

-

53,330,782

Fidelity International Discovery Fund

296,669,460

274,668,550

241,163

552,508,625

Fidelity Japan Fund

106,922,763

13,116,112

68,904

112,755,455

Fidelity Japan Smaller Companies Fund

35,127,841

11,904,847

-

44,102,843

Total

$ 774,262,125

$ 561,559,953

$ 834,523

$ 1,288,469,933

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

 

Unaffiliated Underlying Funds (cost $6,047,868,456)

$ 5,927,119,894

Affiliated Underlying Funds (cost $1,358,748,781)

1,288,475,194

Total Investments (cost $7,406,617,237)

$ 7,215,595,088

Cash

17

Receivable for fund shares sold

7,537,034

Total assets

7,223,132,139

 

 

 

Liabilities

Payable for investments purchased

$ 1,648,348

Payable for fund shares redeemed

5,888,686

Other affiliated payables

24,947

Other payables and accrued expenses

2,502

Total liabilities

7,564,483

 

 

 

Net Assets

$ 7,215,567,656

Net Assets consist of:

 

Paid in capital

$ 7,416,966,912

Undistributed net investment income

7,097,220

Accumulated undistributed net realized gain (loss) on investments

(17,474,327)

Net unrealized appreciation (depreciation) on investments

(191,022,149)

Net Assets, for 939,826,559 shares outstanding

$ 7,215,567,656

Net Asset Value, offering price and redemption price per share ($7,215,567,656 ÷ 939,826,559 shares)

$ 7.68

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

Semiannual Report

Statement of Operations

Six months ended August 31, 2010 (Unaudited)

 

  

  

Investment Income

  

  

Dividends from underlying funds:

 

 

Unaffiliated

 

$ 7,132,493

Affiliated

 

1,540

 

 

7,134,033

 

 

 

Expenses

Management fee

$ 7,319,720

Transfer agent fees

12,485

Accounting fees and expenses

12,462

Custodian fees and expenses

1,074

Independent trustees' compensation

22,540

Registration fees

4,456

Audit

552

Miscellaneous

5,063

Total expenses before reductions

7,378,352

Expense reductions

(7,341,539)

36,813

Net investment income (loss)

7,097,220

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares:

 

Unaffiliated

(8,219,798)

 

Affiliated

(80,665)

 

Realized gain distributions from unaffiliated underlying funds

183,032

(8,117,431)

Change in net unrealized appreciation (depreciation) on underlying funds

(214,630,472)

Net gain (loss)

(222,747,903)

Net increase (decrease) in net assets resulting from operations

$ (215,650,683)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Six months ended
August 31, 2010
(Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,097,220

$ 56,133,918

Net realized gain (loss)

(8,117,431)

10,869,034

Change in net unrealized appreciation (depreciation)

(214,630,472)

484,140,257

Net increase (decrease) in net assets resulting
from operations

(215,650,683)

551,143,209

Distributions to shareholders from net investment income

-

(54,472,579)

Distributions to shareholders from net realized gain

-

(19,693,202)

Total distributions

-

(74,165,781)

Share transactions
Proceeds from sales of shares

3,566,435,907

3,558,655,557

Reinvestment of distributions

-

73,961,562

Cost of shares redeemed

(469,216,774)

(471,094,310)

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

3,097,219,133

3,161,522,809

Total increase (decrease) in net assets

2,881,568,450

3,638,500,237

 

 

 

Net Assets

Beginning of period

4,333,999,206

695,498,969

End of period (including undistributed net investment income of $7,097,220 and $0, respectively)

$ 7,215,567,656

$ 4,333,999,206

Other Information

Shares

Sold

446,463,829

475,174,448

Issued in reinvestment of distributions

-

9,168,263

Redeemed

(59,663,022)

(66,033,405)

Net increase (decrease)

386,800,807

418,309,306

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

Semiannual Report

Financial Highlights

 

Six months ended
August 31,2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 H

2007 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.84

$ 5.16

$ 10.74

$ 11.34

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .01

  .18

  .19

  .22

  .18

Net realized and unrealized gain (loss)

  (.17)

  2.67

  (5.14)

  .08

  1.57

Total from investment
operations

  (.16)

  2.85

  (4.95)

  .30

  1.75

Distributions from net investment income

  -

  (.12)

  (.14)

  (.18)

  (.13)

Distributions from net realized gain

  -

  (.06)

  (.49)

  (.72)

  (.28)

Total distributions

  -

  (.17) I

  (.63)

  (.90)

  (.41)

Net asset value, end of period

$ 7.68

$ 7.84

$ 5.16

$ 10.74

$ 11.34

Total Return B, C

  (2.04)%

  55.24%

  (48.57)%

  2.17%

  17.53%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .25%

  .26%

  .26% A

Expenses net of contractual waivers

  .00% A, J

  .00%

  .00%

  .00%

  .00% A

Expenses net of all
reductions

  .00% A, J

  .00%

  .00%

  .00%

  .00% A

Net investment income (loss)

  .24% A

  2.32%

  2.44%

  1.88%

  1.83% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,215,568

$ 4,333,999

$ 695,499

$ 504,763

$ 255,600

Portfolio turnover rate E

  8%A

  9%

  18%

  34%

  16%A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the underlying funds.

F For the period March 23, 2006 (commencement of operations) to February 28, 2007.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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.

H For the year ended February 29.

I Total distributions of $.17 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.055 per share.

J Amount represents less than .01%.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers International Fund (the Fund) (formerly PAS International Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) ( formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds) and exchange-traded funds (ETFs). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying 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 Underlying Fund's NAV is unavailable, shares of that fund may be valued by another method that the Board of Trustees believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy. ETFs are valued at their last sale price or official closing price as reported by an independent pricing service 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

Semiannual Report

2. Significant Accounting Policies - continued

Security Valuation - continued

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 of Trustees believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds and distributions from the ETFs, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV and the value of each ETF. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

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 the short-term gain distributions from the Underlying Funds and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 250,514,421

Gross unrealized depreciation

(449,936,440)

Net unrealized appreciation (depreciation)

$ (199,422,019)

 

 

Tax cost

$ 7,415,017,107

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $3,339,920,005 and $235,278,362, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed 1.00% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any active sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. This waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Sub-Adviser. In March, 2010, the Board of Trustees approved the appointment of Pyramis Global Advisors, LLC (Pyramis), an affiliate of Strategic Advisers, as a sub-adviser to the Fund. As of the date of this report, however, Pyramis has not been allocated any portion of the Fund's assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, 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, excluding ETFs. 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 .00% of average net assets.

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

5. Committed Line of Credit.

Prior to August 23, 2010, the Fund participated with other funds managed by FMR or an affiliate in a $3.75 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 had agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,063 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit. Effective September 8, 2010, the Fund resumed participation in the line of credit.

6. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010, Strategic Advisers had contractually agreed to reimburse the Fund until to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, including commitment fees, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $7,341,030.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $509.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Other.

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

The 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 Japan Smaller Companies Fund

15%

Fidelity Japan Fund

13%

Fidelity International Capital Appreciation Fund

10%

8. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS International Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS International Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS International Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS International Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and sub-advisory agreement (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contracts and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) and the sub-adviser under the Advisory Contracts is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, and the sub-adviser, Pyramis Global Advisors LLC (Pyramis), (Strategic Advisers, together with the sub-adviser, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that the Investment Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-adviser.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by the Investment Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Semiannual Report

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to Pyramis and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Adviser

Pyramis Global Advisors LLC

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

SIT-SANN-1010
1.912867.100

Strategic Advisers® International II Fund

(formerly PAS International Fidelity
Fund of Funds
®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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 call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

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

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

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 semiannual report or annual report on Fidelity's website at http://www.fidelity.com.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS International Fidelity Fund of Funds® into Strategic Advisers® International II Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated 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 affiliated 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.

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

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Actual

.00%

$ 1,000.00

$ 969.10

$ .00**

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations that were in effect in September 2010 had been in effect during the entire period, the annualized expense ratio would have been .13% and the expenses paid in the actual and hypothetical examples above would have been $.64 and $.66, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Fidelity International Discovery Fund

20.4

18.9

Fidelity Diversified International Fund

19.4

19.3

Spartan International Index Fund Investor Class

15.5

15.4

Fidelity Advisor Overseas Fund Institutional Class

12.8

13.7

Fidelity Overseas Fund

7.7

8.5

Fidelity International Capital Appreciation Fund

7.7

7.2

Fidelity International Value Fund

6.6

7.1

Fidelity Japan Fund

3.2

3.1

Fidelity Emerging Markets Fund

1.9

1.8

Fidelity Japan Smaller Companies Fund

1.3

1.4

 

96.5

 

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127804

Foreign Large
Blend Funds 57.6%

 

fid127804

Foreign Large
Blend Funds 58.1%

 

fid127843

Foreign Large
Growth Funds 27.1%

 

fid127843

Foreign Large
Growth Funds 26.5%

 

fid127845

Foreign Large
Value Funds 6.6%

 

fid127845

Foreign Large
Value Funds 7.1%

 

fid127810

Other 6.4%

 

fid127810

Other 6.3%

 

fid127883

Sector Funds 1.2%

 

fid127883

Sector Funds 1.1%

 

fid127813

Foreign Small
Mid Growth Funds 1.1%

 

fid127813

Foreign Small
Mid Growth Funds 0.9%

 

fid1226

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

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Foreign Large Blend Funds - 57.6%

Fidelity Advisor Overseas Fund Institutional Class

6,910,987

$ 105,461,669

Fidelity Canada Fund

202,327

10,053,626

Fidelity International Discovery Fund

6,039,397

167,834,848

Fidelity Overseas Fund

2,361,318

63,850,029

Spartan International Index Fund Investor Class

4,170,429

128,032,177

TOTAL FOREIGN LARGE BLEND FUNDS

475,232,349

Foreign Large Growth Funds - 27.1%

Fidelity Diversified International Fund

6,261,571

160,358,834

Fidelity International Capital Appreciation Fund

5,924,971

63,456,443

TOTAL FOREIGN LARGE GROWTH FUNDS

223,815,277

Foreign Large Value Funds - 6.6%

Fidelity International Value Fund

7,572,912

54,146,322

Foreign Small Mid Growth Funds - 1.1%

Fidelity International Small Cap Opportunities Fund

1,056,054

9,039,826

Sector Funds - 1.2%

Fidelity International Real Estate Fund

1,166,080

9,830,053

Other - 6.4%

Fidelity Emerging Markets Fund

720,752

16,007,908

Fidelity Japan Fund

2,671,451

26,153,510

Fidelity Japan Smaller Companies Fund

1,375,721

10,840,681

TOTAL OTHER

53,002,099

TOTAL EQUITY FUNDS

(Cost $969,636,802)

825,065,926

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $969,636,802)

825,065,926

NET OTHER ASSETS (LIABILITIES) - 0.0%

(2,798)

NET ASSETS - 100%

$ 825,063,128

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At February 28, 2010, the Fund had a capital loss carryforward of approximately $47,865,834 of which $11,206,459 and $36,659,375 will expire on February 28, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in affiliated securities, at value (cost $969,636,802) - See accompanying schedule

$ 825,065,926

Receivable for investments sold

307,863

Receivable for fund shares sold

287,744

Total assets

825,661,533

 

 

 

Liabilities

Payable for fund shares redeemed

$ 595,608

Other affiliated payables

1,962

Other payables and accrued expenses

835

Total liabilities

598,405

 

 

 

Net Assets

$ 825,063,128

Net Assets consist of:

 

Paid in capital

$ 1,033,071,436

Undistributed net investment income

124,405

Accumulated undistributed net realized gain (loss) on investments

(63,561,837)

Net unrealized appreciation (depreciation) on investments

(144,570,876)

Net Assets, for 125,425,832 shares outstanding

$ 825,063,128

Net Asset Value, offering price and redemption price per share ($825,063,128 ÷ 125,425,832 shares)

$ 6.58

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended August 31, 2010 (Unaudited)

 

  

  

Investment Income

  

  

Dividends from underlying funds

 

$ 127,374

 

 

 

Expenses

Management fee

$ 1,057,963

Accounting fees and expenses

1,962

Custodian fees and expenses

290

Independent trustees' compensation

3,368

Audit

552

Total expenses before reductions

1,064,135

Expense reductions

(1,061,166)

2,969

Net investment income (loss)

124,405

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

 

629,097

Change in net unrealized appreciation (depreciation) on underlying funds

(30,122,373)

Net gain (loss)

(29,493,276)

Net increase (decrease) in net assets resulting from operations

$ (29,368,871)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended August 31, 2010 (Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 124,405

$ 10,870,907

Net realized gain (loss)

629,097

(18,543,640)

Change in net unrealized appreciation (depreciation)

(30,122,373)

182,979,135

Net increase (decrease) in net assets resulting
from operations

(29,368,871)

175,306,402

Distributions to shareholders from net investment income

-

(11,421,404)

Distributions to shareholders from net realized gain

-

(2,209,765)

Total distributions

-

(13,631,169)

Share transactions
Proceeds from sales of shares

168,611,596

450,545,031

Reinvestment of distributions

-

13,586,427

Cost of shares redeemed

(71,719,928)

(146,246,606)

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

96,891,668

317,884,852

Total increase (decrease) in net assets

67,522,797

479,560,085

 

 

 

Net Assets

Beginning of period

757,540,331

277,980,246

End of period (including undistributed net investment income of $124,405 and undistributed net investment income of $0, respectively)

$ 825,063,128

$ 757,540,331

Other Information

Shares

Sold

24,361,360

70,438,406

Issued in reinvestment of distributions

-

1,941,650

Redeemed

(10,568,023)

(23,397,457)

Net increase (decrease)

13,793,337

48,982,599

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

Semiannual Report

Financial Highlights

 

Six months ended
August 31, 2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.79

$ 4.44

$ 9.95

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  - H

  .12

  .12

  .16

Net realized and unrealized gain (loss)

  (.21)

  2.36

  (5.03)

  .14

Total from investment operations

  (.21)

  2.48

  (4.91)

  .30

Distributions from net investment income

  -

  (.11)

  (.10)

  (.14)

Distributions from net realized gain

  -

  (.02)

  (.50)

  (.21)

Total distributions

  -

  (.13)

  (.60)

  (.35)

Net asset value, end of period

$ 6.58

$ 6.79

$ 4.44

$ 9.95

Total Return B, C

  (3.09)%

  55.82%

  (52.13)%

  2.67%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .25%

  .26% A

Expenses net of contractual waivers

  .00% A,I

  .00%

  .00%

  .00% A

Expenses net of all reductions

  .00% A,I

  .00%

  .00%

  .00% A

Net investment income (loss)

  .03% A

  1.86%

  1.63%

  1.50% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 825,063

$ 757,540

$ 277,980

$ 418,530

Portfolio turnover rate E

  8% A

  13%

  20%

  14% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amounts do not include the portfolio activity of the underlying funds.

F For the period March 8, 2007 (commencement of operations) to February 29, 2008.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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.

H Amount represents less than $.01 per share.

I Amount represents less than .01%.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers International II Fund (the Fund) (formerly PAS International Fidelity Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) (formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated mutual funds (the Underlying Funds). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest.

Semiannual Report

2. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 15,607,336

Gross unrealized depreciation

(175,275,838)

Net unrealized appreciation (depreciation)

$ (159,668,502)

 

 

Tax cost

$ 984,734,428

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $130,014,027 and $32,995,150, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed 1.00% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any active sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. This waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Sub-Adviser. In March, 2010, the Board of Trustees approved the appointment of Pyramis Global Advisors, LLC (Pyramis), an affiliate of Strategic Advisers, as a sub-adviser to the Fund. As of the date of this report, however, Pyramis has not been allocated any portion of the Fund's assets. In September, 2010, Pyramis was allocated a portion of the Fund's assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, FIIOC receives accounting 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, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, there were no transfer agent fees paid by the Fund.

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

Semiannual Report

5. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010 Strategic Advisers had contractually agreed to reimburse the Fund to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $1,061,166.

6. Other.

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

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 following Underlying Fidelity Funds:

Fidelity Advisor Overseas Fund

10%

Fidelity International Capital Appreciation Fund

12%

Fidelity International Value Fund

34%

7. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS International Fidelity Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS International Fidelity Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS International Fidelity Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS International Fidelity Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International II Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and sub-advisory agreement (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contracts and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) and the sub-adviser under the Advisory Contracts is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, and the sub-adviser, Pyramis Global Advisors LLC (Pyramis), (Strategic Advisers, together with the sub-adviser, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that the Investment Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-adviser.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by the Investment Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Semiannual Report

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to Pyramis and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Pyramis Global Advisors LLC

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA (Prior to September 17, 2010, the custodian was The Bank of New York Mellon)

SIL-SANN-1010
1.912841.100


Strategic Advisers
® Small-Mid Cap Fund
(formerly PAS Small-Mid Cap Fund of Funds®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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.

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

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

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS Small-Mid Cap Fund of Funds® into Strategic Advisers® Small-Mid Cap Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated and unaffiliated mutual funds and exchange-traded funds (ETFs) (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 affiliated and unaffiliated mutual funds and exchange-traded funds (ETFs) (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.

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

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to August 31, 2010

Actual

.00%

$ 1,000.00

$ 975.10

$ .00 **

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00 **

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations that were in effect in September 2010 had been in effect during the entire period, the annualized expense ratio would have been .10% and the expenses paid in the actual and hypothetical examples above would have been $.50 and $.51, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

iShares Russell 2000 Value Index ETF

7.0

7.2

Fidelity Advisor Real Estate Fund Institutional Class

5.3

1.8

Champlain Small Company Fund Advisor Class

4.7

4.8

T. Rowe Price Small-Cap Value Fund

4.1

3.9

RS Emerging Growth Fund Class A

3.8

3.6

MFS New Discovery Fund A Shares

3.6

3.3

Fidelity Small Cap Value Fund

3.6

3.5

William Blair Small Cap Growth Fund Class N

3.5

4.0

iShares S&P MidCap 400 Value Index ETF

3.5

0.0

RS Partners Fund Class A

3.4

3.2

 

42.5

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127804

Small Growth
Funds 31.9%

 

fid127804

Small Growth
Funds 41.6%

 

fid127843

Small Value
Funds 22.0%

 

fid127843

Small Value
Funds 19.9%

 

fid127845

Small Blend
Funds 21.4%

 

fid127845

Small Blend
Funds 23.6%

 

fid127810

Sector Funds 14.9%

 

fid127904

Sector Funds 9.9%

 

fid127853

Mid-Cap Blend
Funds 5.1%

 

fid127853

Mid-Cap Blend
Funds 5.0%

 

fid127883

Mid-Cap Value
Funds 4.7%

 

fid127909

Mid-Cap Value
Funds 0.0%

 

fid127909

Short-Term
Funds and
Net Other Assets 0.0%*

 

fid127909

Short-Term
Funds and
Net Other Assets 0.0%*

 

fid127913

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

*Amount represents less than 0.1%.

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Mid-Cap Blend Funds - 5.1%

FMI Common Stock Fund

1,725,203

$ 36,073,996

Royce Premier Fund (a)

2,341,351

36,712,377

TOTAL MID-CAP BLEND FUNDS

72,786,373

Mid-Cap Value Funds - 4.7%

iShares Russell Midcap Value Index ETF

465,500

17,335,220

iShares S&P MidCap 400 Value Index ETF

758,700

49,194,108

TOTAL MID-CAP VALUE FUNDS

66,529,328

Sector Funds - 14.9%

FBR Small Cap Financial Fund

1,640,521

27,626,370

Fidelity Advisor Real Estate Fund Institutional Class (b)

5,155,121

75,625,619

Fidelity Utilities Portfolio (b)

682,056

31,415,484

John Hancock Regional Bank Class A

1,870,845

24,508,071

RS Technology Fund Class A (a)

1,936,638

29,921,051

SPDR S&P Biotech ETF

419,700

21,916,734

TOTAL SECTOR FUNDS

211,013,329

Small Blend Funds - 21.4%

Aston/TAMRO Small Cap Fund Class N (a)

1,267,498

20,964,412

CRM Small Cap Value Fund Investor Class (a)

176

2,978

ING Small Company Fund Class A (a)

394

4,260

Keeley Small Cap Value Fund Class A

1,134,654

21,592,458

Natixis Vaughan Nelson Small Cap Value Fund Class A

858,070

18,560,056

Perritt Emerging Opportunities Fund (a)

1,295,625

12,360,258

Perritt MicroCap Opportunities Fund (a)

1,559,648

33,438,859

Royce Micro-Cap Fund Service Class

2,111,614

28,760,178

Royce Value Fund Service Class (a)

3,982,313

38,548,791

RS Partners Fund Class A (a)

1,904,838

48,859,099

T. Rowe Price Small-Cap Value Fund

2,033,732

58,205,420

Wells Fargo Small Cap Value Fund Class A

828,458

22,070,129

TOTAL SMALL BLEND FUNDS

303,366,898

Small Growth Funds - 31.9%

Alger Small Cap Growth Institutional Fund Class I (a)

1,473,757

31,641,567

Baron Small Cap Fund (a)

1,693,376

31,970,941

BlackRock Funds Small Cap Growth Equity Fund Investor Class A (a)

187

3,123

Buffalo Small Cap Fund

780,408

16,341,740

Equity Funds - continued

Shares

Value

Small Growth Funds - continued

Champlain Small Company Fund Advisor Class (a)

5,833,622

$ 66,503,289

Franklin Small Cap Growth Fund II Class A (a)

364

3,195

ING SmallCap Opportunities Fund Class A (a)

498,455

14,599,745

JPMorgan Small Capital Equity Fund Class A

39

1,084

Lord Abbett Small Cap Blend Fund (a)

2,459,068

28,795,686

Managers AMG Essex Small/Micro Cap Growth Fund Class A (a)

406,946

5,733,868

MFS New Discovery Fund A Shares (a)

2,708,996

51,552,194

Munder Micro-Cap Equity Fund Class A

89

1,957

Oberweis Emerging Growth Fund (a)

1,382,034

22,361,316

Perimeter Small Cap Growth Fund Investor Shares (a)

3,168,545

27,851,514

RS Emerging Growth Fund Class A (a)

1,704,077

54,053,335

The Brown Capital Management Small Co. Fund Institutional Shares (a)

541,302

18,003,690

Turner Small Cap Growth Fund Class I (a)

1,349,601

34,414,834

Wasatch Small Cap Growth Fund (a)

578

17,468

William Blair Small Cap Growth Fund Class N (a)

2,722,492

49,195,426

TOTAL SMALL GROWTH FUNDS

453,045,972

Small Value Funds - 22.0%

American Century Small Cap Value Fund

718

5,131

Aston/River Road Small Cap Value Class N

971,704

10,066,849

Diamond Hill Small Cap Fund Class A (a)

250

5,442

Fidelity Small Cap Value Fund (b)

4,038,305

51,326,856

Goldman Sachs Small Cap Value Fund Class A

1,479,952

46,307,685

HighMark Small Cap Value Fund Class A

1,426,722

14,980,582

iShares Russell 2000 Value Index ETF

1,767,700

99,344,740

Northern Small Cap Value Fund

2,183,606

26,246,948

Perkins Small Cap Value Fund Class J (a)

255

5,273

Royce Opportunity Fund Service Class (a)

5,188,537

44,984,612

Vanguard Small-Cap Value ETF

337,300

18,234,438

TOTAL SMALL VALUE FUNDS

311,508,556

Other - 0.0%

Kinetics Small Cap Opportunities Fund (a)

82

1,646

TOTAL EQUITY FUNDS

(Cost $1,361,140,233)

1,418,252,102

Short-Term Funds - 0.0%

Shares

Value

Fidelity Institutional Money Market Portfolio Class I (b)
(Cost $13,127)

13,127

$ 13,127

TOTAL INVESTMENT IN SECURITIES - 100.0%

(Cost $1,361,153,360)

1,418,265,229

NET OTHER ASSETS (LIABILITIES) - 0.0%

(21,686)

NET ASSETS - 100%

$ 1,418,243,543

Security Type Abbreviation

ETF - Exchange-Traded Fund

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

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

Fund

Income Earned

Fidelity Advisor Real Estate Fund Institutional Class

$ 183,069

Fidelity Institutional Money Market Portfolio Class I

306

 

$ 183,375

Additional information regarding the Fund's fiscal year to date purchases and sales of the affiliated non Money Market Underlying Funds is as follows:

Fund

Value,
beginning of period

Purchases

Sales
Proceeds

Value,
end of
period

Fidelity Advisor Real Estate Fund Institutional Class

$ 23,563,499

$ 48,336,003

$ -

$ 75,625,619

Fidelity Utilities Portfolio

-

29,735,585

-

31,415,484

Fidelity Small Cap Value Fund

45,552,687

7,911,992

1,102,004

51,326,856

Total

$ 69,116,186

$ 85,983,580

$ 1,102,004

$ 158,367,959

Other Information

The following is a summary of the inputs used, as of August 31, 2010, 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 Security 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:

Equity Funds

$ 1,418,252,102

$ 1,418,246,829

$ 5,273

$ -

Short-Term Funds

13,127

13,127

-

-

Total Investments in Securities:

$ 1,418,265,229

$ 1,418,259,956

$ 5,273

$ -

 

Income Tax Information

At February 28, 2010, the Fund had a capital loss carryforward of approximately $36,840,363 of which $24,453,515 and $12,386,848 will expire on February 28, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated Underlying Funds (cost $1,218,172,294)

$ 1,259,884,143

 

Affiliated Underlying Funds (cost $142,981,066)

158,381,086

 

Total investments (cost $1,361,153,360)

 

$ 1,418,265,229

Receivable for fund shares sold

1,755,040

Total assets

1,420,020,269

 

 

 

Liabilities

Payable to custodian bank

$ 12

Payable for investments purchased

484,551

Payable for fund shares redeemed

1,270,489

Other affiliated payables

20,470

Other payables and accrued expenses

1,204

Total liabilities

1,776,726

 

 

 

Net Assets

$ 1,418,243,543

Net Assets consist of:

 

Paid in capital

$ 1,388,461,957

Undistributed net investment income

1,413,390

Accumulated undistributed net realized gain (loss) on investments

(28,743,673)

Net unrealized appreciation (depreciation) on investments

57,111,869

Net Assets, for 157,723,596 shares outstanding

$ 1,418,243,543

Net Asset Value, offering price and redemption price per share ($1,418,243,543 ÷ 157,723,596 shares)

$ 8.99

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended August 31, 2010 (Unaudited)

 

  

  

Investment Income

  

  

Dividends from underlying funds:

 

 

Unaffiliated

 

$ 1,253,604

Affiliated

 

183,375

Total Income

 

1,436,979

 

 

 

Expenses

Management fee

$ 1,834,121

Transfer agent fees

16,925

Accounting fees and expenses

3,545

Custodian fees and expenses

416

Independent trustees' compensation

5,738

Registration fees

404

Audit

552

Miscellaneous

1,536

Total expenses before reductions

1,863,237

Expense reductions

(1,839,648)

23,589

Net investment income (loss)

1,413,390

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares:

Unaffiliated

15,664,973

 

Affiliated

(53,111)

 

Realized gain distributions from unaffiliated underlying funds

115,579

15,727,441

Change in net unrealized appreciation (depreciation) on underlying funds

(60,793,216)

Net gain (loss)

(45,065,775)

Net increase (decrease) in net assets resulting from operations

$ (43,652,385)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended August 31, 2010 (Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,413,390

$ 4,042,898

Net realized gain (loss)

15,727,441

2,125,634

Change in net unrealized appreciation (depreciation)

(60,793,216)

406,959,615

Net increase (decrease) in net assets resulting
from operations

(43,652,385)

413,128,147

Distributions to shareholders from net investment income

-

(4,152,770)

Share transactions
Proceeds from sales of shares

290,993,490

603,813,233

Reinvestment of distributions

-

4,143,999

Cost of shares redeemed

(147,338,127)

(258,577,917)

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

143,655,363

349,379,315

Total increase (decrease) in net assets

100,002,978

758,354,692

 

 

 

Net Assets

Beginning of period

1,318,240,565

559,885,873

End of period (including undistributed net investment income of $1,413,390 and $0, respectively)

$ 1,418,243,543

$ 1,318,240,565

Other Information

Shares

Sold

29,874,079

75,812,984

Issued in reinvestment of distributions

-

448,000

Redeemed

(15,192,722)

(33,679,876)

Net increase (decrease)

14,681,357

42,581,108

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

Semiannual Report

Financial Highlights

 

Six months ended August 31, 2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 H

2007

2006 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.22

$ 5.57

$ 9.99

$ 11.77

$ 11.31

$ 10.00

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  .01

  .03

  .04

  .03

  .02

  - I

Net realized and unrealized gain (loss)

  (.24)

  3.65

  (4.05)

  (1.17)

  .75

  1.46

Total from investment operations

  (.23)

  3.68

  (4.01)

  (1.14)

  .77

  1.46

Distributions from net investment income

  -

  (.03)

  (.04)

  (.03)

  (.01)

  -

Distributions from net realized gain

  -

  -

  (.38)

  (.61)

  (.30)

  (.15)

Total distributions

  -

  (.03)

  (.41) J

  (.64)

  (.31)

  (.15)

Net asset value, end of period

$ 8.99

$ 9.22

$ 5.57

$ 9.99

$ 11.77

$ 11.31

Total Return B, C

  (2.49)%

  66.12%

  (41.74)%

  (10.38)%

  6.86%

  14.69%

Ratios to Average Net Assets G

 

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .25%

  .26%

  .26%

  .37% A

Expenses net of contractual waivers

  .00% A, K

  .00%

  .00%

  .00%

  .00%

  .00% A

Expenses net of all reductions

  .00% A, K

  .00%

  .00%

  .00%

  .00%

  .00% A

Net investment income (loss)

  .19% A

  .42%

  .50%

  .30%

  .17%

  .03% A

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,418,244

$ 1,318,241

$ 559,886

$ 359,884

$ 303,861

$ 230,571

Portfolio turnover rate E

  32% A

  39%

  55%

  20%

  27%

  10% A

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E Amounts do not include the activity of the underlying funds. F For the period June 23, 2005 (commencement of operations) to February 28, 2006. G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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. H For the year ended February 29. I Amount represents less than $.01 per share. J Total distributions of $.41 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.375 per share. K Amount represents less than .01%.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers Small-Mid Cap Fund (the Fund) (formerly PAS Small-Mid Cap Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) (formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds) and exchange-traded funds (ETFs). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying 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 Underlying Fund's NAV is unavailable, shares of that fund may be valued by another method that the Board of Trustees believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy. ETFs are valued at their last sale price or official closing price as reported by an independent pricing service 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

Semiannual Report

2. Significant Accounting Policies - continued

Security Valuation - continued

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 of Trustees believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds and distributions from the ETFs, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV and the value of each ETF. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

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 the short-term gain distributions from the Underlying Funds, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 140,971,350

Gross unrealized depreciation

(85,732,365)

Net unrealized appreciation (depreciation)

$ 55,238,985

 

 

Tax cost

$ 1,363,026,244

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $373,058,413 and $227,836,196, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed 1.10% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any active sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. This waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Sub-Adviser. In March, 2010, the Board of Trustees approved the appointment of Pyramis Global Advisors, LLC (Pyramis), an affiliate of Strategic Advisers, as a sub-adviser to the Fund. As of the date of this report, however, Pyramis has not been allocated any portion of the Fund's assets. In September, 2010, Pyramis was allocated a portion of the Fund's assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, 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, excluding ETFs. 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 .00% of average net assets.

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

5. Committed Line of Credit.

Prior to August 23, 2010, the Fund participated with other funds managed by FMR or an affiliate in a $3.75 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 had agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,536 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period there were no borrowings on this line of credit. Effective September 8, 2010, the Fund resumed participation in the line of credit.

6. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010, Strategic Advisers had contractually agreed to reimburse the Fund to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, including commitment fees, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $1,839,578.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $70.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Other.

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

The 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 approximately 20% of the total outstanding shares of Fidelity Advisor Real Estate Fund.

8. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS Small-Mid Cap Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS Small-Mid Cap Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS Small-Mid Cap Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS Small-Mid Cap Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and sub-advisory agreement (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contracts and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) and the sub-adviser under the Advisory Contracts is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, and the sub-adviser, Pyramis Global Advisors LLC (Pyramis), (Strategic Advisers, together with the sub-adviser, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that the Investment Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-adviser.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by the Investment Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Semiannual Report

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to Pyramis and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 1.10%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Adviser

Pyramis Global Advisors, LLC

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA (Prior to September 17, 2010, the custodian was The Bank of New York Mellon)

SMC-SANN-1010
1.912859.100

Strategic Advisers® U.S. Opportunity Fund

(formerly PAS U.S. Opportunity Fund of Funds®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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.

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

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

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS U.S. Opportunity Fund of Funds® into Strategic Advisers® U.S. Opportunity Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated and unaffiliated 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 affiliated and unaffiliated 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.

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

 

Annualized
Expense
Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to
August 31, 2010

Actual

.00%

$ 1,000.00

$ 972.00

$ .00**

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations, effective August 23, 2010, had been in effect during the entire period, the annualized expense ratio would have been .03% and the expenses paid in the actual and hypothetical examples above would have been $.15 and $.15, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio Advisor Shares

6.3

1.2

BlackRock Equity Dividend Fund Investor A Class

5.9

0.7

Fidelity Contrafund

5.4

1.1

Fidelity Advisor Consumer Staples Fund Institutional Class

4.2

9.1*

Fidelity Telecom and Utilities Fund

3.6

0.1

T. Rowe Price Growth Stock Fund Advisor Class

3.5

0.0

Franklin Mutual Shares Fund Class A

3.4

1.2

Fidelity Pharmaceuticals Portfolio

3.3

3.2

Fidelity Biotechnology Portfolio

3.3

1.4

Fidelity Industrials Portfolio

3.1

3.0

 

42.0

*Amount represents investment in a different class of the Fund.

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127804

Sector Funds 52.1%

 

fid127804

Sector Funds 58.2%

 

fid127807

Large Value Funds 21.3%

 

fid127926

Large Value Funds 12.1%

 

fid127928

Large Growth
Funds 11.2%

 

fid127928

Large Growth
Funds 8.2%

 

fid127931

Large Blend Funds 6.3%

 

fid127931

Large Blend Funds 10.6%

 

fid127934

Mid-Cap Growth
Funds 6.3%

 

fid127934

Mid-Cap Growth
Funds 2.3%

 

fid127810

Mid-Cap Value
Funds 2.0%

 

fid127938

Mid-Cap Value
Funds 5.5%

 

fid127940

Small Value Funds 0.5%

 

fid127940

Small Value Funds 1.4%

 

fid127883

Small Blend Funds 0.3%

 

fid127883

Small Blend Funds 1.4%

 

fid127909

Mid-Cap Blend
Funds 0.0%

 

fid127813

Mid-Cap Blend
Funds 0.3%

 

fid127947

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

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Large Blend Funds - 6.3%

Clipper Fund

548,202

$ 29,164,356

Dreyfus Disciplined Stock Fund

135,718

3,444,515

Fidelity Mega Cap Stock Fund Institutional Class (b)

4,523,311

36,819,752

JPMorgan U.S. Large Cap Core Plus Fund Select Class

412,526

7,041,817

Oakmark Fund Class I

592,822

20,713,187

Oakmark Select Fund Class I

827,442

19,271,124

TOTAL LARGE BLEND FUNDS

116,454,751

Large Growth Funds - 11.2%

Fidelity Advisor Large Cap Fund Institutional Class (b)

2,375,235

35,794,786

Fidelity Contrafund (b)

1,746,489

98,606,770

Fidelity Growth Company Fund (b)

123,876

8,267,486

T. Rowe Price Growth Stock Fund Advisor Class

2,504,857

63,623,380

TOTAL LARGE GROWTH FUNDS

206,292,422

Large Value Funds - 21.3%

American Beacon Large Cap Value Fund Plan Ahead Class

2,035,566

31,917,671

American Century Equity Income Fund Investor Class

8,552,998

55,337,898

BlackRock Equity Dividend Fund Investor A Class

7,166,509

108,142,623

Franklin Equity Income Fund - A Class

1,209,340

17,366,123

Franklin Mutual Shares Fund Class A

3,403,280

63,198,912

Hotchkis and Wiley Large Cap Value Fund Class A (a)

1,668,437

22,357,051

T. Rowe Price Value Fund Advisor Class

725,217

14,083,721

The Yacktman Fund

3,332,594

50,155,533

Yacktman Focused Fund

1,827,585

29,149,976

TOTAL LARGE VALUE FUNDS

391,709,508

Mid-Cap Growth Funds - 6.3%

Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio Advisor Shares (a)

3,940,142

115,288,539

Mid-Cap Value Funds - 2.0%

American Century Mid Cap Value Fund Investor Class

1,165,188

12,467,510

JPMorgan Value Advantage Fund Select Class

534,453

8,182,477

RidgeWorth Mid-Cap Value Equity I Shares

1,617,196

15,897,034

TOTAL MID-CAP VALUE FUNDS

36,547,021

Sector Funds - 52.1%

Fidelity Advisor Consumer Staples Fund Institutional Class (b)

1,285,012

77,846,019

Fidelity Air Transportation Portfolio (a)(b)

327,028

11,599,692

Equity Funds - continued

Shares

Value

Sector Funds - continued

Fidelity Banking Portfolio (b)

2,467,192

$ 36,514,439

Fidelity Biotechnology Portfolio (a)(b)

984,953

61,047,389

Fidelity Chemicals Portfolio (b)

516,645

38,045,732

Fidelity Communications Equipment Portfolio (b)

1,713,590

35,471,322

Fidelity Computers Portfolio (a)(b)

694,236

29,977,128

Fidelity Consumer Discretionary Portfolio (b)

502,872

9,675,251

Fidelity Energy Portfolio (b)

370,223

14,179,539

Fidelity Energy Service Portfolio (b)

315,587

16,085,474

Fidelity Gold Portfolio (b)

551,009

27,192,287

Fidelity Industrial Equipment Portfolio (b)

1,517,519

38,848,496

Fidelity Industrials Portfolio (b)

3,064,368

56,353,729

Fidelity Insurance Portfolio (b)

290,666

11,853,347

Fidelity IT Services Portfolio (a)(b)

401,315

6,722,029

Fidelity Leisure Portfolio (b)

233,982

17,106,432

Fidelity Medical Delivery Portfolio (a)(b)

648,376

25,364,478

Fidelity Multimedia Portfolio (b)

726,026

25,468,987

Fidelity Natural Resources Portfolio (b)

1,178,000

30,027,228

Fidelity Pharmaceuticals Portfolio (b)

5,700,339

61,335,651

Fidelity Real Estate Investment Portfolio (b)

1,492,455

34,266,762

Fidelity Retailing Portfolio (b)

360,748

14,913,315

Fidelity Software & Computer Services Portfolio (a)(b)

514,174

36,403,516

Fidelity Technology Portfolio (a)(b)

767,653

56,192,208

Fidelity Telecom and Utilities Fund (b)

4,587,369

67,067,330

Fidelity Telecommunications Portfolio (b)

654,118

26,138,553

Fidelity Transportation Portfolio (b)

831,605

37,505,385

Fidelity Utilities Portfolio (b)

149,052

6,865,340

MFS Utilities Fund A Shares

967,871

14,082,525

T. Rowe Price Real Estate Fund Advisor Class

2,295,081

36,262,282

TOTAL SECTOR FUNDS

960,411,865

Small Blend Funds - 0.3%

AIM Trimark Small Companies Fund Class A

390,001

5,120,716

Natixis Vaughan Nelson Small Cap Value Fund Class A

8,614

186,325

TOTAL SMALL BLEND FUNDS

5,307,041

Equity Funds - continued

Shares

Value

Small Value Funds - 0.5%

Northern Small Cap Value Fund

786,190

$ 9,450,009

TOTAL EQUITY FUNDS

(Cost $1,836,712,349)

1,841,461,156

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,836,712,349)

1,841,461,156

NET OTHER ASSETS (LIABILITIES) - 0.0%

34,894

NET ASSETS - 100%

$ 1,841,496,050

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

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

Fund

Income Earned

Fidelity Equity-Income Fund

$ $13,986

Fidelity Large Cap Stock Fund

25,245

Fidelity Mega Cap Stock Fund Institutional Class

143,438

Fidelity Banking Portfolio

12,854

Fidelity Brokerage & Investment Management Portfolio

11,904

Fidelity Chemicals Portfolio

6,041

Fidelity Construction & Housing Portfolio

6,624

Fidelity Consumer Discretionary Portfolio

6,369

Fidelity Consumer Staples Portfolio

103,834

Fidelity Electronics Portfolio

10,774

Fidelity Industrial Equipment Portfolio

15,035

Fidelity Industrials Portfolio

28,136

Fidelity Insurance Portfolio

1,453

Fidelity Leisure Portfolio

12,173

Fidelity Materials Portfolio

30

Fidelity Multimedia Portfolio

2,734

Fidelity Pharmaceuticals Portfolio

50,257

Fidelity Retailing Portfolio

3,583

Fidelity Telecommunications Portfolio

46,020

Fidelity Transportation Portfolio

744

Fidelity Utilities Portfolio

28,199

Fidelity Telecom and Utilities Fund

216,845

 

$ 746,278

Additional information regarding the Fund's fiscal year to date purchase and sales of the affiliated Underlying Funds is as follows:

Fund

Value,
beginning
of period

Purchases

Sales
Proceeds

Value,
end
of period

Fidelity Advisor Consumer Staples Fund Institutional Class

$ -

$ 77,332,014

$ -

$ 77,846,019

Fidelity Advisor Large Cap Fund Institutional Class

-

37,172,422

-

35,794,786

Fidelity Air Transportation Portfolio

3,866,357

8,386,374

-

11,599,692

Fidelity Automotive Portfolio

1,743,609

34,729

1,887,216

-

Fidelity Banking Portfolio

21,375,887

20,231,570

-

36,514,439

Fidelity Biotechnology Portfolio

12,208,979

57,139,791

4,208,462

61,047,389

Fidelity Brokerage & Investment Management Portfolio

12,226,704

11,904

12,038,913

-

Fidelity Chemicals Portfolio

10,126,565

28,379,880

-

38,045,732

Fidelity Communications Equipment Portfolio

4,170,193

33,551,096

-

35,471,322

Fidelity Computers Portfolio

21,247,952

9,533,642

-

29,977,128

Fidelity Construction & Housing Portfolio

5,657,123

6,624

5,389,553

-

Fidelity Consumer Discretionary Portfolio

12,336,886

6,369

2,972,438

9,675,251

Fidelity Consumer Staples Portfolio

78,631,934

103,834

77,332,014

-

Fidelity Contrafund

9,342,692

89,099,706

-

98,606,770

Fidelity Dividend Growth Fund

12,171,207

-

11,699,120

-

Fidelity Electronics Portfolio

6,573,859

10,774

6,420,121

-

Fidelity Energy Portfolio

20,729,721

-

4,469,643

14,179,539

Fidelity Energy Service Portfolio

10,674,168

13,302,986

4,647,530

16,085,474

Fidelity Equity-Income Fund

3,635,371

13,986

3,606,017

-

Fidelity Financial Services Portfolio

28,207,580

-

26,922,486

-

Fidelity Gold Portfolio

10,356,133

13,687,920

-

27,192,287

Fidelity Growth Company Fund

8,412,421

-

-

8,267,486

Fidelity Health Care Portfolio

12,292,020

519

11,827,951

-

Fidelity Industrial Equipment Portfolio

13,110,256

28,936,485

-

38,848,496

Fidelity Industrials Portfolio

25,871,350

33,289,557

-

56,353,729

Fidelity Insurance Portfolio

12,075,835

1,453

-

11,853,347

Fidelity IT Services Portfolio

7,616,070

-

801,739

6,722,029

Fund

Value,
beginning
of period

Purchases

Sales
Proceeds

Value,
end
of period

Fidelity Large Cap Stock Fund

$ 18,067,673

$ 21,936,132

$ 37,172,422

$ -

Fidelity Leisure Portfolio

5,875,628

13,591,964

1,898,874

17,106,432

Fidelity Leveraged Company Stock Fund

1,272,950

-

1,285,094

-

Fidelity Materials Portfolio

795,444

484

793,155

-

Fidelity Medical Delivery Portfolio

15,740,179

13,123,897

-

25,364,478

Fidelity Medical Equipment & Systems Portfolio

12,314,778

-

11,540,552

-

Fidelity Mega Cap
Stock Fund

-

29,530,106

26,567,122

-

Fidelity Mega Cap Stock Fund Institutional Class

-

38,402,341

-

36,819,752

Fidelity Multimedia Portfolio

557,760

26,097,484

-

25,468,987

Fidelity Natural Resources Portfolio

9,204,855

22,872,794

-

30,027,228

Fidelity Pharmaceuticals Portfolio

27,465,440

34,772,928

-

61,335,651

Fidelity Real Estate Investment Portfolio

-

34,780,085

-

34,266,762

Fidelity Retailing Portfolio

16,167,064

480,245

352,114

14,913,315

Fidelity Small Cap Value Fund

2,039,069

-

2,153,321

-

Fidelity Software & Computer Services Portfolio

19,136,363

18,794,187

-

36,403,516

Fidelity Technology Portfolio

32,277,989

24,649,394

-

56,192,208

Fidelity Telecom and Utilities Fund

821,343

63,723,187

-

67,067,330

Fidelity Telecommunications Portfolio

7,234,773

18,624,466

-

26,138,553

Fidelity Transportation Portfolio

3,122,125

37,030,700

-

37,505,385

Fidelity Utilities Portfolio

6,270,653

28,199

-

6,865,340

Fidelity Wireless Portfolio

1,166,992

-

1,172,403

-

Total

$ 544,191,950

$ 848,672,228

$ 257,158,260

$ 1,089,555,852

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At February 28, 2010, the Fund had a capital loss carryforward of approximately $56,351,898 of which $24,545,440 and $31,806,458 will expire on February 28, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

 

Unaffiliated Underlying Funds (cost $771,732,273)

$ 751,905,304

Affiliated Underlying Funds (cost $1,064,980,076)

1,089,555,852

Total investments (cost $1,836,712,349)

$ 1,841,461,156

Cash

2

Receivable for investments sold

3,444,515

Receivable for fund shares sold

1,867,306

Total assets

1,846,772,979

 

 

 

Liabilities

Payable for investments purchased

$ 3,921,942

Payable for fund shares redeemed

1,349,229

Other affiliated payables

4,342

Other payables and accrued expenses

1,416

Total liabilities

5,276,929

 

 

 

Net Assets

$ 1,841,496,050

Net Assets consist of:

 

Paid in capital

$ 1,892,878,584

Undistributed net investment income

1,391,817

Accumulated undistributed net realized gain (loss) on investments

(57,523,158)

Net unrealized appreciation (depreciation) on investments

4,748,807

Net Assets, for 225,181,837 shares outstanding

$ 1,841,496,050

Net Asset Value, offering price and redemption price per share ($1,841,496,050 ÷ 225,181,837 shares)

$ 8.18

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

Semiannual Report

Statement of Operations

 

Six months ended August 31, 2010 (Unaudited)

 

 

 

Investment Income

 

 

Dividends from underlying funds:

 

 

Unaffiliated

 

$ 1,284,889

Affiliated

 

746,278

 

 

2,031,167

 

 

 

Expenses

Management fee

$ 1,752,271

Accounting fees and expenses

4,342

Custodian fees and expenses

586

Independent trustees' compensation

5,461

Registration fees

279

Audit

552

Miscellaneous

529

Total expenses before reductions

1,764,020

Expense reductions

(1,757,476)

6,544

Net investment income (loss)

2,024,623

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares:

 

Unaffiliated

(11,034,689)

 

Affiliated

14,062,662

 

Realized gain distributions from affiliated underlying funds

1,009,008

4,036,981

Change in net unrealized appreciation (depreciation) on underlying funds

(88,063,002)

Net gain (loss)

(84,026,021)

Net increase (decrease) in net assets resulting from operations

$ (82,001,398)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Six months ended
August 31, 2010
(Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,024,623

$ 5,543,892

Net realized gain (loss)

4,036,981

(17,178,599)

Change in net unrealized appreciation (depreciation)

(88,063,002)

242,656,810

Net increase (decrease) in net assets resulting from operations

(82,001,398)

231,022,103

Distributions to shareholders from net investment income

(656,499)

(5,600,167)

Distributions to shareholders from net realized gain

-

(961,645)

Total distributions

(656,499)

(6,561,812)

Share transactions
Proceeds from sales of shares

1,274,669,338

518,995,246

Reinvestment of distributions

654,367

6,532,884

Cost of shares redeemed

(217,884,321)

(156,232,121)

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

1,057,439,384

369,296,009

Total increase (decrease) in net assets

974,781,487

593,756,300

 

 

 

Net Assets

Beginning of period

866,714,563

272,958,263

End of period (including undistributed net investment income of $1,391,817 and $23,693, respectively)

$ 1,841,496,050

$ 866,714,563

Other Information

Shares

Sold

147,072,332

72,407,881

Issued in reinvestment of distributions

71,283

780,418

Redeemed

(24,910,873)

(21,260,138)

Net increase (decrease)

122,232,742

51,928,161

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

Semiannual Report

Financial Highlights

 

Six months ended
August 31, 2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 H

2007 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.42

$ 5.35

$ 9.54

$ 10.06

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .01

  .07

  .09

  .08

  - I

Net realized and unrealized gain (loss)

  (.24)

  3.07

  (4.16)

  (.37)

  .06

Total from investment operations

  (.23)

  3.14

  (4.07)

  (.29)

  .06

Distributions from net investment income

  (.01)

  (.06)

  (.10)

  (.04)

  -

Distributions from net realized gain

  -

  (.01)

  (.03)

  (.19)

  -

Total distributions

  (.01)

  (.07)

  (.12) J

  (.23)

  -

Net asset value, end of period

$ 8.18

$ 8.42

$ 5.35

$ 9.54

$ 10.06

Total Return B,C

  (2.80)%

  58.71%

  (42.95)%

  (3.11)%

  .60%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .25%

  .26%

  .27% A

Expenses net of contractual waivers

  .00% A,K

  .00%

  .00%

  .00%

  .00%A

Expenses net of all reductions

  .00% A,K

  .00%

  .00%

  .00%

  .00% A

Net investment income (loss)

  .29% A

  .91%

  1.18%

  .74%

  .08% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,841,496

$ 866,715

$ 272,958

$ 155,557

$ 64,427

Portfolio turnover rate E

  85% A

  45%

  35%

  82%

  274% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amounts do not include the activity of the underlying funds.

F For the period December 29, 2006 (commencement of operations) to February 28, 2007.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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 porportionate share of expenses of the Underlying Funds.

H For the year ended February 29.

I Amount represents less than $.01 per share.

J Total distributions of $.12 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.025 per share.

K Amount represents less than .01% per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers U.S. Opportunity Fund (the Fund) (formerly PAS U.S. Opportunity Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) (formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying 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 Underlying Fund's NAV is unavailable, shares of that fund may be valued by another method that the Board of Trustees 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

Notes to Financial Statements (Unaudited) - continued

2. Significant Accounting Policies - 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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Distributions from the Underlying Funds that are deemed to be return of capital are recorded as a reduction of cost of investments. Interest income is accrued as earned. Interest income includes coupon interest.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 72,001,536

Gross unrealized depreciation

(69,156,301)

Net unrealized appreciation (depreciation)

$ 2,845,235

 

 

Tax cost

$ 1,838,615,921

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $1,647,045,215 and $587,239,250, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed 0.95% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. The waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, 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, there were no transfer agent fees paid by the Fund.

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

5. Committed Line of Credit.

Prior to August 23, 2010, the Fund participated with other funds managed by FMR or an affiliate in a $3.75 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 had agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $529 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit. Effective September 8, 2010, the Fund resumed participation in the line of credit.

6. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010, Strategic Advisers had contractually agreed to reimburse the Fund to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, including commitment fees, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $1,757,405.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $71.

Semiannual Report

7. Other.

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

The 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 Industrial Equipment Portfolio

23%

Fidelity Pharmaceuticals Portfolio

22%

Fidelity Multimedia Portfolio

20%

Fidelity Industrials Portfolio

18%

Fidelity Transportation Portfolio

12%

Fidelity Retailing Portfolio

11%

Fidelity Communications Equipment Portfolio

10%

8. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS U.S. Opportunity Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS U.S. Opportunity Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS U.S. Opportunity Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS U.S. Opportunity Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers U.S. Opportunity Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract (the Advisory Contract) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contract and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) under the Advisory Contract is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of Strategic Advisers' investment staff, their use of technology, and Strategic Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Strategic Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both proprietary fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contract. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by Strategic Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 0.95%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contract. In connection with its future renewal of the fund's Advisory Contract, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

SUO-SANN-1010
1.912875.100

Strategic Advisers® U.S. Opportunity II Fund

(formerly PAS U.S. Opportunity Fidelity
Fund of Funds
®)

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

fid127795

Semiannual Report

August 31, 2010

Strategic Advisers, Inc.

A Fidelity Investments Company


Contents

Note to shareholders

<Click Here>

An explanation of the changes to the fund.

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.

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

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

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 semiannual report or annual report on Fidelity's website at http://www.fidelity.com.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Note to shareholders

As communicated to shareholders in recent months, Fidelity Portfolio Advisory Service® (PAS®) has made a structural change to its fund of funds products.

On August 9, 2010, shareholders approved the reorganization of the PAS Funds of Funds (the PAS Funds) into new funds that have the ability to invest in individual securities through sub-advisers, and may provide access to investment styles that may not have been available to the PAS Funds. Previously, the PAS Funds were limited to investing in mutual funds and, in some cases, exchange-traded funds (ETFs). The new funds assumed different expense structures and names, but their investment objectives did not change. Management may employ sub-advisers to manage a portion of the assets of certain funds in the future.

The reorganization of PAS U.S. Opportunity Fidelity Fund of Funds® into Strategic Advisers® U.S. Opportunity II Fund was completed after the close of business on August 20, 2010.

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 (March 1, 2010 to August 31, 2010).

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 affiliated 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 affiliated 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.

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

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Actual

.00%

$ 1,000.00

$ 970.90

$ .00**

Hypothetical (5%
return per year
before expenses)

 

$ 1,000.00

$ 1,025.21

$ .00**

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (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.

** If fees and changes to contractual expense limitations, effective August 23, 2010, had been in effect during the entire period, the annualized expense ratio would have been .03% and the expenses paid in the actual and hypothetical examples above would have been $.15 and $.15, respectively.

Semiannual Report


Investment Changes (Unaudited)

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

Top Ten Fund Holdings as of August 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

Fidelity Advisor Consumer Staples Fund Institutional Class

9.2

10.2*

Fidelity Mega Cap Stock Fund Institutional Class

6.2

0.0

Fidelity Software & Computer Services Portfolio

5.6

5.5

Fidelity Telecom and Utilities Fund

5.3

2.8

Fidelity Technology Portfolio

5.0

6.3

Fidelity Pharmaceuticals Portfolio

4.4

3.6

Fidelity Natural Resources Portfolio

4.3

0.5

Fidelity Industrials Portfolio

4.3

4.2

Fidelity Leisure Portfolio

4.1

2.1

Fidelity Medical Delivery Portfolio

3.7

4.8

 

52.1

* Amount represents investment in a different class of the Fund.

Asset Allocation (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid127804

Sector Funds 91.1%

 

fid127804

Sector Funds 93.4%

 

fid127807

Large Blend Funds 6.2%

 

fid127807

Large Blend Funds 2.1%

 

fid127848

Large Growth Funds 2.7%

 

fid127848

Large Value Funds 3.2%

 

fid127883

Mid-Cap Blend Funds 0.0%

 

fid127883

Mid-Cap Blend Funds 0.8%

 

fid127813

Large Value Funds 0.0%

 

fid127813

Large Growth Funds 0.5%

 

fid1220

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

Semiannual Report


Investments August 31, 2010 (Unaudited)

Showing Percentage of Net Assets

Equity Funds - 97.0%

Shares

Value

Large Blend Funds - 6.2%

Fidelity Mega Cap Stock Fund Institutional Class

3,744,005

$ 30,476,200

Large Growth Funds - 2.7%

Fidelity Contrafund

238,869

13,486,519

Sector Funds - 88.1%

Fidelity Advisor Consumer Staples Fund Institutional Class

750,846

45,486,228

Fidelity Advisor Materials Fund Institutional Class

34,487

1,802,974

Fidelity Air Transportation Portfolio (a)

183,291

6,501,320

Fidelity Banking Portfolio

621,091

9,192,141

Fidelity Biotechnology Portfolio (a)

3,522

218,287

Fidelity Chemicals Portfolio

171,159

12,604,114

Fidelity Communications Equipment Portfolio

161,490

3,342,834

Fidelity Computers Portfolio (a)

252,862

10,918,569

Fidelity Consumer Discretionary Portfolio

350,007

6,734,126

Fidelity Defense & Aerospace Portfolio

259,345

15,775,949

Fidelity Energy Portfolio

329,090

12,604,139

Fidelity Energy Service Portfolio

144,354

7,357,724

Fidelity Financial Services Portfolio

107,430

5,543,375

Fidelity Gold Portfolio

156,772

7,736,679

Fidelity Health Care Portfolio

102,226

10,274,732

Fidelity Industrial Equipment Portfolio

199,284

5,101,675

Fidelity Industrials Portfolio

1,152,270

21,190,249

Fidelity Insurance Portfolio

446,418

18,204,929

Fidelity IT Services Portfolio (a)

601,358

10,072,751

Fidelity Leisure Portfolio

274,311

20,054,908

Fidelity Medical Delivery Portfolio (a)

468,312

18,320,348

Fidelity Medical Equipment & Systems Portfolio (a)

295,429

6,484,663

Fidelity Multimedia Portfolio

264,100

9,264,638

Fidelity Natural Resources Portfolio

838,702

21,378,520

Fidelity Pharmaceuticals Portfolio

2,001,866

21,540,074

Fidelity Real Estate Investment Portfolio

617,626

14,180,686

Fidelity Retailing Portfolio

329,009

13,601,232

Fidelity Software & Computer Services Portfolio (a)

388,182

27,483,301

Fidelity Technology Portfolio (a)

337,407

24,698,220

Fidelity Telecom and Utilities Fund

1,790,457

26,176,477

Fidelity Telecommunications Portfolio

154,336

6,167,280

Equity Funds - continued

Shares

Value

Sector Funds - continued

Fidelity Transportation Portfolio

97,459

$ 4,395,392

Fidelity Utilities Portfolio

237,151

10,923,187

TOTAL SECTOR FUNDS

435,331,721

TOTAL EQUITY FUNDS

(Cost $492,180,995)

479,294,440

Fixed-Income Funds - 3.0%

 

 

 

 

Sector Funds - 3.0%

Fidelity Real Estate Income Fund
(Cost $14,262,732)

1,466,884

14,668,836

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $506,443,727)

493,963,276

NET OTHER ASSETS (LIABILITIES) - 0.0%

(2,637)

NET ASSETS - 100%

$ 493,960,639

Legend

(a) Non-income producing

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At February 28, 2010, the Fund had a capital loss carryforward of approximately $92,423,783 of which $61,373,935 and $31,049,848 will expire on February 28, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010 (Unaudited)

 

 

 

Assets

Investment in affiliated securities, at value (cost $506,443,727) - See accompanying schedule

$ 493,963,276

Receivable for investments sold

139,893

Receivable for fund shares sold

232,266

Total assets

494,335,435

 

 

 

Liabilities

Payable for fund shares redeemed

$ 372,160

Other affiliated payables

1,396

Other payables and accrued expenses

1,240

Total liabilities

374,796

 

 

 

Net Assets

$ 493,960,639

Net Assets consist of:

 

Paid in capital

$ 586,776,750

Undistributed net investment income

967,574

Accumulated undistributed net realized gain (loss) on investments

(81,303,234)

Net unrealized appreciation (depreciation) on investments

(12,480,451)

Net Assets, for 61,779,845 shares outstanding

$ 493,960,639

Net Asset Value, offering price and redemption price per share ($493,960,639 ÷ 61,779,845 shares)

$ 8.00

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended August 31, 2010 (Unaudited)

 

  

  

Investment Income

  

  

Dividends from underlying funds

 

$ 970,310

 

 

 

Expenses

Management fee

$ 664,815

Accounting fees and expenses

1,396

Custodian fees and expenses

689

Independent trustees' compensation

2,085

Audit

552

Total expenses before reductions

669,537

Expense reductions

(666,801)

2,736

Net investment income (loss)

967,574

Realized and Unrealized Gain (Loss)

Realized gain (loss) on sale of underlying fund shares

11,903,266

Realized gain distributions from underlying funds

1,070,510

12,973,776

Change in net unrealized appreciation (depreciation) on underlying funds

(29,941,430)

Net gain (loss)

(16,967,654)

Net increase (decrease) in net assets resulting from operations

$ (16,000,080)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended August 31, 2010
(Unaudited)

Year ended
February 28,
2010

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 967,574

$ 3,780,862

Net realized gain (loss)

12,973,776

5,652,732

Change in net unrealized appreciation (depreciation)

(29,941,430)

150,984,615

Net increase (decrease) in net assets resulting
from operations

(16,000,080)

160,418,209

Distributions to shareholders from net investment income

-

(3,806,607)

Distributions to shareholders from net realized gain

-

(613,969)

Total distributions

-

(4,420,576)

Share transactions
Proceeds from sales of shares

50,346,262

175,113,501

Reinvestment of distributions

-

4,403,346

Cost of shares redeemed

(47,487,981)

(100,186,289)

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

2,858,281

79,330,558

Total increase (decrease) in net assets

(13,141,799)

235,328,191

 

 

 

Net Assets

Beginning of period

507,102,438

271,774,247

End of period (including undistributed net investment income of $967,574 and undistributed net investment income of $0, respectively)

$ 493,960,639

$ 507,102,438

Other Information

Shares

Sold

5,901,671

23,749,948

Issued in reinvestment of distributions

-

529,249

Redeemed

(5,628,574)

(14,552,909)

Net increase (decrease)

273,097

9,726,288

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

Semiannual Report

Financial Highlights

 

Six months ended August 31, 2010

Years ended February 28,

 

(Unaudited)

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 5.25

$ 9.53

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .02

  .07

  .10

  .09

Net realized and unrealized gain (loss)

  (.26)

  2.99

  (4.27)

  (.20)

Total from investment operations

  (.24)

  3.06

  (4.17)

  (.11)

Distributions from net investment income

  -

  (.06)

  (.10)

  (.06)

Distributions from net realized gain

  -

  (.01)

  (.01)

  (.28)

Return of capital

  -

  -

  -

  (.02)

Total distributions

  -

  (.07)

  (.11)

  (.36)

Net asset value, end of period

$ 8.00

$ 8.24

$ 5.25

$ 9.53

Total Return B, C

  (2.91)%

  58.31%

  (43.90)%

  (1.46)%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  .25% A

  .25%

  .25%

  .26% A

Expenses net of contractual waivers

  .00% A,H

  .00%

  .00%

  .00% A

Expenses net of all reductions

  .00% A,H

  .00%

  .00%

  .00% A

Net investment income (loss)

  .36% A

  .94%

  1.24%

  .92% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 493,961

$ 507,102

$ 271,774

$ 387,625

Portfolio turnover rate E

  95% A

  48%

  130%

  197% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Amounts do not include the portfolio activity of the underlying funds.

F For the period March 8, 2007 (commencement of operations) to February 29, 2008.

G Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts contractually reimbursed by the investment adviser and do not represent the amount paid by the Fund during periods when reimbursements occur. Expenses net of contractual waivers reflect expenses after reimbursement by the investment adviser. 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.

H Amount represents less than .01%

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2010 (Unaudited)

1. Organization.

Strategic Advisers U.S. Opportunity II Fund (the Fund) (formerly PAS U.S. Opportunity Fidelity Fund of Funds) is a fund of Fidelity Rutland Square Trust II (the Trust) (formerly a fund of Fidelity Rutland Square Trust), an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated mutual funds (the Underlying Funds). The Fund's investments in the Underlying Funds were not subject to front-end sales charges or contingent deferred sales charges. 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. The Fund's Schedule of Investments lists each of the Underlying Funds as an investment of the Fund but does not include the underlying holdings of each Underlying Fund. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

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

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

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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 for processing shareholder transactions 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 and realized gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest.

Semiannual Report

2. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expenses included in the accompanying financial statements reflect the expenses of the Fund and do not include any expenses associated with the Underlying Funds. Although not included in the Fund's expenses, the Fund indirectly bears its proportionate share of the Underlying Funds' expenses through the impact of these expenses on each Underlying Fund's NAV. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 20,779,906

Gross unrealized depreciation

(34,483,464)

Net unrealized appreciation (depreciation)

$ (13,703,558)

 

 

Tax cost

$ 507,666,834

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $252,059,512 and $247,160,511, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to Strategic Advisers. Effective August 23, 2010, the management fee is calculated by adding the annual management fee rate of .25% of the Fund's average daily net assets throughout the month payable to Strategic Advisers to the aggregate of fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate annual management fee will not exceed .95% of the Fund's average daily net assets. For the period August 23, 2010 to August 31, 2010, the annual management fee rate remained at .25% as the Fund did not have any sub-advisers. Effective August 23, 2010, all other expenses of the Fund are paid by the Fund.

Prior to August 23, 2010, the management fee was computed at an annual rate of .25% of the Fund's average net assets. Strategic Advisers, either itself or through an affiliated company, paid all other expenses of the Fund with certain exceptions such as interest expense and independent Trustees' compensation.

Strategic Advisers has contractually agreed to waive .25% of its management fee until September 30, 2013. This waiver was in effect during the entire period from March 1, 2010 to August 31, 2010.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, is the Fund's transfer, dividend disbursing and shareholder servicing agent. Effective August 23, 2010, 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, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, there were no transfer agent fees paid by the Fund.

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

5. Expense Reductions.

In addition to waiving its management fee, prior to August 23, 2010 Strategic Advisers had contractually agreed to reimburse the Fund to the extent that annual operating expenses exceed .00% of average net assets. Some expenses, for example interest expense, were excluded from this reimbursement. This contractual reimbursement was eliminated effective August 23, 2010. During the period, this waiver and reimbursement reduced the Fund's expenses by $666,801.

Semiannual Report

6. Other.

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

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 approximately 12% and 13% of the total outstanding shares of Fidelity Insurance Portfolio and Fidelity IT Services Portfolio, respectively.

7. Reorganization.

At the close of business on August 20, 2010, the Fund, a fund of Fidelity Rutland Square Trust II, assumed all of the assets and all of the liabilities of the PAS U.S. Opportunity Fidelity Fund of Funds, a fund of Fidelity Rutland Square Trust, pursuant to an Agreement and Plan of Reorganization (Reorganization) approved by the Board of Trustees on March 4, 2010 and by the shareholders of PAS U.S. Opportunity Fidelity Fund of Funds on August 9, 2010. All of the assets and liabilities of PAS U.S. Opportunity Fidelity Fund of Funds were transferred in exchange solely for the number of equivalent shares of the Fund at the same aggregate net asset value as the outstanding shares of PAS U.S. Opportunity Fidelity Fund of Funds at the close of business on August 20, 2010. The Reorganization qualified as a tax-free transaction with no gain or loss recognized by the Fund or its shareholders. All legal and other expenses associated with the Reorganization will be paid by Strategic Advisers.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers U.S. Opportunity II Fund

On March 4, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract (the Advisory Contract) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

The Board ultimately reached a determination, with the assistance of counsel and through the exercise of its business judgment, that the approval of the Advisory Contract and the compensation to be received by Strategic Advisers, Inc. (Strategic Advisers) under the Advisory Contract is consistent with Strategic Advisers' fiduciary duty under applicable law.

In its deliberations, the Board did not identify any particular information that was all-important or controlling.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objectives and disciplines.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of Strategic Advisers' investment staff, their use of technology, and Strategic Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Strategic Advisers' analysts have access to a variety of technological tools and market and securities data that enable them to perform both proprietary fundamental and quantitative analysis and to specialize in various disciplines.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of Strategic Advisers' supervision of third party service providers.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contract. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index.

Based on its review, and giving particular weight to the nature and quality of the resources to be dedicated by Strategic Advisers, the Board concluded that the nature, extent, and quality of the services that will be provided to the fund will benefit the fund's shareholders.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee and Total Fund Expenses. The Board considered the proposed management fee to be paid by the fund to Strategic Advisers and the fund's projected total operating expenses. The Board also considered Strategic Advisers' contractual agreement to waive 25 basis points of the fund's management fee through September 30, 2013 and noted that the fund's maximum aggregate annual management fee rate may not exceed 0.95%. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics, but is lower than the median fee rate when taking into consideration the fund's 25 basis point management fee waiver.

Based on its review, the Board concluded that the fund's proposed management fee and projected total expenses were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contract. In connection with its future renewal of the fund's Advisory Contract, the Board will consider the revenues earned and the expenses incurred by Strategic Advisers in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Possible Fall-Out Benefits. The fund is a new fund and therefore the Board was unable to consider any direct and/or indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund. The Board will consider any such potential benefits after the fund has been in operation for at least one calendar year.

Possible Economies of Scale. The Board noted that because the fund is a new fund a determination on economies of scale was premature until the fund has assets.

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

Semiannual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

SUI-SANN-1010
1.912851.100

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Rutland Square Trust II's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Rutland Square Trust II's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Rutland Square Trust II

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 5, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 5, 2010

By:

/s/Nicholas E. Steck

 

Nicholas E. Steck

 

Chief Financial Officer

 

 

Date:

November 5, 2010