N-CSR 1 Rut_II_main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21991

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

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

John Hitt, Secretary

245 Summer St.

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

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

Date of fiscal year end:

February 28

 

 

Date of reporting period:

February 28, 2015

This report on Form N-CSR relates solely to the Registrant's Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Emerging Markets Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers Income Opportunities Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Fund, Strategic Advisers International Multi-Manager Fund, Strategic Advisers International II Fund, Strategic Advisers Small-Mid Cap Fund, and Strategic Advisers Small-Mid Cap Multi-Manager Fund series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers® Emerging Markets Fund

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

Annual Report

February 28, 2015

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Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Strategic Advisers® Emerging Markets Fund

5.04%

0.70%

A From September 30, 2010.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Emerging Markets Fund on September 30, 2010, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI Emerging Markets Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® Emerging Markets Fund: For the year, Strategic Advisers® Emerging Markets Fund (the Fund) returned 5.04%, slightly trailing the 5.38% gain of the MSCI Emerging Markets Index. Relative to the benchmark, Thornburg Developing World Fund's strategy was unrewarded due to poor security selection in consumer categories and energy, particularly in China and Taiwan. GMO Emerging Markets Fund also detracted, as its deep-value strategy emphasizing cyclical areas of the market was hampered by unsuccessful stock picks in information technology and consumer discretionary, primarily in China, India and Brazil. Oppenheimer Developing Markets Fund, which employs a quality-focused, core style, had weak selections in consumer staples, energy and technology, and was overweighted in poor-performing Russia. On the plus side, sub-adviser Acadian Asset Management - the Fund's largest manager allocation - was the top relative contributor. Acadian's quantitatively driven, value-oriented style yielded strong picks in financials, consumer discretionary and materials, most notably in Mexico, Turkey and Malaysia. T. Rowe Price Emerging Markets Stock Fund also contributed, as its growth-oriented strategy delivered solid selections in financials and industrials, along with favorable positioning in materials.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees 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 (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds 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 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014 to February 28, 2015

Actual

.21%

$ 1,000.00

$ 915.40

$ 1.00

HypotheticalA

 

$ 1,000.00

$ 1,023.75

$ 1.05

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

GMO Emerging Markets Fund Class IV

13.4

14.6

Lazard Emerging Markets Equity Portfolio Institutional Class

13.0

14.3

Aberdeen Emerging Markets Fund Institutional Service Class

12.9

13.3

Fidelity Emerging Markets Fund

10.3

10.1

T. Rowe Price Emerging Markets Stock Fund

8.3

8.3

Oppenheimer Developing Markets Fund Class I

6.1

6.5

Parametric Emerging Markets Fund Investor Class

4.9

5.3

Invesco Developing Markets Fund Class R5

3.9

4.3

Thornburg Developing World Fund - Class I

3.8

3.8

SPDR S&P China ETF

1.0

1.0

 

77.6

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

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Emerging Markets
Funds 78.7%

 

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Emerging Markets
Funds 82.7%

 

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Stocks 16.5%

 

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Stocks 16.4%

 

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Sector Funds 0.0%*

 

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Sector Funds 0.0%*

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 4.8%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 0.9%

 

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

* Amount represents less than 0.1%

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 16.0%

Shares

Value

CONSUMER DISCRETIONARY - 1.5%

Auto Components - 0.3%

Amtek Auto Ltd. (a)

47,847

$ 120,822

ATLASBX Co. Ltd.

1,967

72,795

Bharat Forge Ltd.

21,969

445,017

CEAT Ltd.

83,546

1,022,258

Dayou Smart Aluminium Co. Ltd. (a)

31,056

36,101

Dongah Tire & Rubber Co. Ltd.

3,340

62,638

Ege Endustri Ve Ticaret A/S

1,463

107,303

Exide Industries Ltd.

48,730

142,573

FIEM Industries Ltd. (a)

6,200

74,339

Gabriel India Ltd. (a)

101,598

143,024

Gmb Korea Corp.

7,110

41,455

JK Tyre & Industries Ltd. (a)

66,839

125,962

Kyung Chang Industrial Co. Ltd.

5,742

45,942

Mahindra Compagnie Automotive Ltd. (a)

20,826

70,271

MRF Ltd.

3,296

2,202,402

NVH Korea, Inc.

9,129

30,593

Sejong Industrial Co. Ltd.

3,620

41,752

Seoyeon Co. Ltd.

10,757

155,819

Sewon Precision Industries Co. Ltd. (a)

1,724

42,743

Sungwoo Hitech Co. Ltd.

32,043

359,393

Yoo Sung Enterprise

16,600

84,876

 

5,428,078

Automobiles - 0.8%

DRB-Hicom Bhd

100,100

54,056

Hero Motocorp Ltd.

13,059

566,041

Hyundai Motor Co.

2,458

358,283

Kia Motors Corp.

81,449

3,365,631

Maruti Suzuki India Ltd. (a)

22,608

1,326,884

Qingling Motors Co. Ltd. (H Shares)

90,000

30,983

Tata Motors Ltd. (a)

200,045

1,869,570

Tata Motors Ltd. sponsored ADR

61,045

3,004,635

Tvs Motor Co. Ltd.

361,985

1,655,556

 

12,231,639

Diversified Consumer Services - 0.0%

Kukbo Design Co. Ltd.

3,024

47,099

Hotels, Restaurants & Leisure - 0.0%

Grande Asset Hotels And Property PCL NVDR

793,600

48,603

Shanghai Jin Jiang International Hotel Co. Ltd. (H Shares)

272,000

81,364

 

129,967

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.1%

Ability Enterprise Co. Ltd.

61,000

$ 36,862

Kang Yong Electric PCL NVDR

5,000

45,314

LG Electronics, Inc.

3,080

172,866

Tatung Co. Ltd. (a)

415,000

114,171

Vestel Elektonik Sanayi ve Ticaret A/S (a)

74,277

235,974

Vestel White Goods A/S

93,806

620,712

 

1,225,899

Media - 0.1%

ABS CBN Broadcasting Corp. (depositary receipt)

190,800

284,653

Eros International Media Ltd. (a)

38,528

242,726

Hyundai HCN

154,083

663,288

Megacable Holdings S.A.B. de CV unit (a)

56,222

206,471

 

1,397,138

Multiline Retail - 0.0%

Future Retail Ltd. (a)

37,634

70,039

Magazine Luiza SA

67,600

144,785

 

214,824

Specialty Retail - 0.1%

Foschini Ltd.

23,958

339,702

GOME Electrical Appliances Holdings Ltd.

874,000

118,324

Mr Price Group Ltd.

6,164

142,523

Pc Jeweller Ltd. (a)

62,305

275,558

Super Group Ltd. (a)

38,982

117,850

Via Varejo SA unit (a)

67,900

404,231

 

1,398,188

Textiles, Apparel & Luxury Goods - 0.1%

361 Degrees International Ltd.

22,000

6,553

Aksa Akrilik Kimya Sanayii

84,245

323,386

CECEP COSTIN New Materials Group Ltd.

123,000

50,273

China Great Star International Ltd. (a)

66,524

181,246

Fuguiniao Co. Ltd.

24,800

50,778

Fulgent Sun International Holding Co. Ltd.

46,000

85,732

Huvis Corp.

45,710

473,244

KPR Mill Ltd.

13,876

116,787

LG Fashion Corp.

5,889

168,470

Luthai Textile JSC Ltd. (B Shares)

92,400

126,285

Trident Ltd.

112,718

44,331

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Vaibhav Global Ltd. (a)

4,869

$ 63,667

Weiqiao Textile Co. Ltd. (H Shares)

483,500

263,700

 

1,954,452

TOTAL CONSUMER DISCRETIONARY

24,027,284

CONSUMER STAPLES - 0.7%

Beverages - 0.0%

Hitejinro Holdings Co. Ltd.

5,900

64,299

Pepsi-Cola Products Philippines, Inc. (a)

2,298,100

238,642

 

302,941

Food & Staples Retailing - 0.0%

Bgf Retail (a)

963

78,537

Food Products - 0.6%

Astral Foods Ltd.

6,692

100,192

Chaoda Modern Agriculture ADR (a)

1,109

2,362

Dae Han Flour Mills Co. Ltd.

266

43,242

Dharma Satya Nusantara PT

184,100

62,103

GFPT PCL NVDR

115,800

48,354

Gruma S.A.B. de CV Series B

352,856

4,328,824

Heritage Foods (India) Ltd.

6,058

33,366

Industrias Bachoco SA de CV Series B (a)

49,399

210,734

JBS SA

449,000

1,980,266

KRBL Ltd.

106,886

249,538

Marfrig Global Foods SA (a)

193,100

327,870

Pinar Entegre Et ve Un Sanayi AS

923

3,429

PT Indofood Sukses Makmur Tbk

641,900

367,509

Sao Martinho SA (a)

5,800

77,640

TAT Konserve (a)

12,365

18,730

Thai Union Frozen Products PCL NVDR

813,600

538,541

Tunas Baru Lampung Tbk PT

792,600

42,620

 

8,435,320

Personal Products - 0.1%

AMOREPACIFIC Corp.

56

145,199

AMOREPACIFIC Group, Inc.

307

372,490

China King-highway Holdings Ltd. (a)

157,740

613,133

Emami Ltd.

15,368

239,086

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - continued

Marico Ltd.

51,128

$ 296,649

Real Nutriceutical Group Ltd.

685,000

189,007

 

1,855,564

Tobacco - 0.0%

British American Tobacco (Malaysia) Bhd

5,100

97,593

TOTAL CONSUMER STAPLES

10,769,955

ENERGY - 0.7%

Oil, Gas & Consumable Fuels - 0.7%

Bangchak Petroleum PCL:

(For. Reg.)

520,100

542,944

NVDR

128,600

134,248

Bharat Petroleum Corp. Ltd. (a)

42,340

511,062

Cosan Ltd. Class A

46,055

347,715

Gazprom OAO sponsored ADR (Reg. S)

215,489

1,075,290

GPN Capital SA sponsored:

ADR

3,664

51,479

ADR

3,617

50,891

Great Eastern Shipping Co. Ltd.

55,484

331,146

Hindustan Petroleum Corp. Ltd. (a)

33,225

326,463

Indian Oil Corp. Ltd. (a)

19,684

106,515

Ipek Dogal Enerji Kaynaklari Ve Uretim AS (a)

124,732

89,496

Polish Oil & Gas Co. SA

284,715

386,343

Polski Koncern Naftowy Orlen SA

46,091

679,021

PT Adaro Energy Tbk

7,335,100

544,812

PT Delta Dunia Petroindo Tbk (a)

4,021,100

44,489

PT Energi Mega Persada Tbk (a)

11,847,200

87,995

PTT PCL NVDR

65,900

699,156

Rukun Raharja Tbk PT (a)

399,000

52,171

Sasol Ltd.

110,514

3,989,326

Siamgas & Petrochemicals PCL NVDR

98,200

34,323

SK Gas Co. Ltd.

875

73,188

Surgutneftegas sponsored ADR

15,776

87,636

Tsakos Energy Navigation Ltd.

43,480

326,100

Tupras Turkiye Petrol Rafinelleri A/S

31,396

663,287

 

11,235,096

FINANCIALS - 4.1%

Banks - 2.5%

Agricultural Bank of China Ltd. (H Shares)

3,918,000

1,944,906

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

Banco do Brasil SA

343,200

$ 2,867,707

Bangkok Bank PCL

55,800

317,575

Bank of China Ltd. (H Shares)

12,709,000

7,308,355

Bank Pembangun Daerh Jawa Timur

1,366,800

57,633

Canara Bank Ltd.

113,186

749,049

China CITIC Bank Corp. Ltd. (H Shares)

4,342,000

3,291,854

China Construction Bank Corp. (H Shares)

8,922,000

7,419,854

China Merchants Bank Co. Ltd. (H Shares)

88,500

201,971

Credicorp Ltd. (United States)

7,937

1,152,611

Grupo Financiero Inbursa S.A.B. de CV Series O

733,407

2,062,531

Krung Thai Bank PCL:

(For. Reg.)

985,300

694,861

NVDR

3,229,800

2,277,743

Kyongnam Bank (a)

13,943

132,958

National Bank of Greece SA sponsored ADR (a)

103,966

163,227

PT Bank Bukopin Tbk

834,000

51,298

PT Bank PAN Indonesia Tbk (a)

784,500

66,766

PT Bank Rakyat Indonesia Tbk

2,659,100

2,648,813

Sinopac Holdings Co.

592,392

242,104

State Bank of Bikaner & Jaipur (a)

6,949

70,669

State Bank of India

174,102

846,807

Thanachart Capital PCL:

(For. Reg.)

797,900

863,795

NVDR

333,700

361,259

Turkiye Is Bankasi A/S Series C

1,203,804

3,018,267

Union Bank of India

92,774

263,837

Woori Bank (a)

15,141

130,356

 

39,206,806

Capital Markets - 0.1%

Asia Plus Group Holdings Securities NVDR

462,800

62,985

China Galaxy Securities Co. Ltd. (H Shares)

412,000

491,374

Grupo Financiero Interacciones SA de CV

62,091

420,859

Is Yatirim Menkul Degerler A/S

16,577

8,854

Peregrine Holdings Ltd.

25,515

55,769

 

1,039,841

Consumer Finance - 0.0%

Krungthai Card PCL NVDR

205,800

563,356

Manappuram General Finance & Leasing Ltd.

104,950

59,318

 

622,674

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 0.6%

FirstRand Ltd.

1,101,742

$ 5,052,346

Fubon Financial Holding Co. Ltd.

2,831,000

5,042,173

Meritz Financial Holdings Co.

4,270

45,759

 

10,140,278

Insurance - 0.7%

Liberty Holdings Ltd.

202,698

2,456,040

LIG Insurance Co. Ltd.

10,820

235,835

MMI Holdings Ltd.

1,071,872

2,990,566

MNRB Holdings Bhd

22,800

23,362

New China Life Insurance Co. Ltd. (H Shares)

130,200

749,559

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

26,000

289,138

Porto Seguro SA

314,100

3,465,473

PT Panin Life Tbk (a)

2,052,400

49,226

Sanlam Ltd.

60,048

389,117

 

10,648,316

Real Estate Investment Trusts - 0.0%

Akfen Gayrimenkul Yatirim Ortakligi A/S (a)

100,437

68,060

FII BTG Pactual Corporate Office Fund

2,530

95,380

Kiler Gayrimenkul Yatirim Ortakligi AS (a)

57,339

26,513

 

189,953

Real Estate Management & Development - 0.2%

Ananda Development PCL

541,000

69,947

Dongwon Development Co. Ltd.

3,311

108,100

KSL Holdings Bhd

142,800

86,605

LBS Bina Group Bhd

401,900

172,513

Preuksa Real Estate PCL NVDR

134,300

132,929

PT Agung Podomoro Land Tbk

15,189,500

539,418

PT Kawasan Industri Jababeka Tbk

3,118,200

87,334

PT Lippo Cikarang Tbk (a)

475,500

438,711

PT Pakuwon Jati Tbk

2,698,800

114,843

Radium Life Tech Co. Ltd.

210,160

109,618

SC Asset Corp. PCL unit

461,100

55,908

Sunway Bhd

63,500

59,438

United Development Co.

38,435

256,188

Vista Land & Lifescapes, Inc.

3,054,300

495,142

 

2,726,694

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.0%

Malaysia Building Society Bhd

99,000

$ 60,316

TOTAL FINANCIALS

64,634,878

HEALTH CARE - 0.2%

Health Care Providers & Services - 0.0%

Faber Group Bhd

109,500

84,604

Qualicorp SA (a)

18,700

171,273

Selcuk Ecza Deposu Tic A/S

57,536

66,969

Thai Nakarin Hospital PCL NVDR

39,000

22,799

 

345,645

Life Sciences Tools & Services - 0.0%

Dishman Pharmaceuticals and Chemicals Ltd.

136,365

341,582

Pharmaceuticals - 0.2%

Ajanta Pharma Ltd.

4,649

205,548

Alembic Pharmaceuticals Ltd. (a)

103,105

686,849

Aurobindo Pharma Ltd.

45,212

757,567

Dong Wha Pharm Co. Ltd.

10,710

60,791

Lupin Ltd.

19,480

548,931

 

2,259,686

TOTAL HEALTH CARE

2,946,913

INDUSTRIALS - 1.0%

Air Freight & Logistics - 0.0%

Allcargo Logistics Ltd.

10,953

60,468

Guangdong Yueyun Transportation Co. Ltd.

79,000

60,301

SG&G Corp. (a)

12,620

44,297

Sinotrans Ltd. (H Shares)

172,000

113,768

Transport Corp. of India Ltd.

15,756

62,798

 

341,632

Airlines - 0.3%

Air China Ltd. (H Shares)

216,000

191,609

Avianca Holding SA sponsored ADR

70,877

860,447

Cebu Air, Inc.

267,110

545,061

China Southern Airlines Ltd. (H Shares)

650,000

323,982

Grupo Aeromexico S.A.B. de CV (a)

165,296

278,935

Turk Hava Yollari AO (a)

633,291

2,284,563

 

4,484,597

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Building Products - 0.1%

Ege Seramik Sanayi ve Ticaret A/S

36,353

$ 61,586

Sintex Industries Ltd. (a)

78,840

149,794

Trakya Cam Sanayii A/S

654,857

960,607

 

1,171,987

Commercial Services & Supplies - 0.0%

Blue Label Telecoms Ltd.

139,444

107,573

KTCS Corp.

1,922

5,568

KTIS Corp.

15,400

47,132

 

160,273

Construction & Engineering - 0.1%

Apex Science & Engineering Corp.

100,100

38,522

China Communications Construction Co. Ltd. (H Shares)

181,000

221,238

China Railway Group Ltd. (H Shares)

395,000

320,857

Muhibbah Engineering (M) Bhd

178,000

112,883

Murray & Roberts Holdings Ltd.

128,238

191,151

Protasco Bhd

95,600

45,801

PT Petrosea Tbk

178,000

11,568

PT Surya Semesta Internusa Tbk

1,027,500

106,924

SEAFCO PCL NVDR

166,500

67,465

Sriracha Construction PCL

56,700

56,998

Sungdo Engineering & Constuction Co. Ltd.

6,557

29,268

Syntec Construction PCL NVDR

991,200

101,174

Te Chang Construction Co. Ltd.

53,550

46,155

Tekfen Holding A/S (a)

185,504

410,391

United Integration Services Co. Ltd.

184,000

190,191

 

1,950,586

Electrical Equipment - 0.1%

Amara Raja Batteries Ltd. (a)

3,543

50,980

Audix Corp.

40,800

56,187

Chicony Power Technology Co. Ltd.

38,000

52,573

DONGYANG E&P, Inc.

21,665

256,767

Finolex Cables Ltd.

43,975

194,667

Harbin Electric Machinery Co. Ltd.(H Shares)

82,000

55,930

Korea Electric Terminal Co. Ltd.

3,990

226,476

 

893,580

Industrial Conglomerates - 0.2%

Berjaya Group Bhd

378,200

47,131

Cahya Mata Sarawak Bhd

291,300

347,688

CJ Corp.

9,674

1,524,315

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Industrial Conglomerates - continued

Daesang Holdings Co. Ltd.

4,590

$ 77,951

Hong Leong Industries Bhd

43,400

54,686

Mannai Corp. (a)

9,621

288,010

PJ Development Holdings Bhd

105,700

44,493

San Miguel Corp.

76,920

135,162

 

2,519,436

Machinery - 0.1%

Elecon Engineering Co. Ltd.

48,942

42,863

George Kent (MALAYSIA) Bhd

131,066

49,726

Jantsa Jant Sanayi Ve Ticaret

5,580

66,394

Jingwei Textile Machinery Co. Ltd. (H Shares)

58,000

73,287

Kepler Weber SA

5,600

61,450

PT United Tractors Tbk

158,000

253,656

Shanghai Shangling Electric Appliances Co. Ltd. (B Shares)

143,100

363,474

Sinotruk Hong Kong Ltd.

90,000

53,147

 

963,997

Marine - 0.0%

Hanjin Shipping Holdings Co. Ltd. (a)

7,390

64,430

MISC Bhd

56,100

130,812

Wan Hai Lines Ltd.

265,000

294,988

Wisdom Marine Lines Co. Ltd.

61,000

71,977

 

562,207

Road & Rail - 0.0%

PKP Cargo SA

3,838

90,596

Trading Companies & Distributors - 0.0%

Barloworld Ltd.

19,385

148,596

Transportation Infrastructure - 0.1%

Bangkok Expressway PCL:

(For.Reg.)

42,500

60,142

NVDR

58,800

83,208

Celebi Hava Servisi A/S (a)

9,248

110,960

Grupo Aeroportuario del Pacifico SA de CV Series B

65,967

447,882

OHL Mexico S.A.B. de CV (a)

236,273

488,453

Sebang Co. Ltd.

60

1,071

Shenzhen Expressway Co. (H Shares)

218,000

161,902

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Transportation Infrastructure - continued

Tianjin Port Development Holdings Ltd.

314,000

$ 63,968

Westports Holdings Bhd

152,000

144,802

 

1,562,388

TOTAL INDUSTRIALS

14,849,875

INFORMATION TECHNOLOGY - 4.0%

Communications Equipment - 0.0%

Mobase Co. Ltd.

4,341

63,078

Electronic Equipment & Components - 1.0%

AU Optronics Corp.

995,000

520,537

Chimei Materials Technology Corp.

104,450

106,138

Coretronic Corp.

74,250

114,296

Daou Data Corp.

16,465

205,605

Delta Electronics PCL NVDR

141,700

305,709

Hana Microelectronics PCL NVDR

53,700

68,516

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,597,064

4,424,155

Hon Hai Precision Industry Co. Ltd. (Foxconn) GDR (Reg. S)

286,456

1,575,508

Innolux Corp.

4,751,039

2,432,788

INTOPS Co. Ltd.

21,141

345,595

INZI Display Co. Ltd.

263,472

461,808

KCE Electronics PCL NVDR

51,500

87,612

LG Display Co. Ltd. (a)

141,190

4,369,526

Sam Young Electronics Co. Ltd.

4,410

49,863

V.S. Industry Bhd

75,900

94,586

 

15,162,242

Internet Software & Services - 0.2%

KT Hitel Co. Ltd. (a)

6,511

79,532

NetEase, Inc. sponsored ADR

25,840

2,585,034

 

2,664,566

IT Services - 0.6%

Advanced Information Technology PCL NVDR

117,100

146,692

CSU Cardsystem SA

20,600

23,149

Firstsource Solutions Ltd. (a)

159,268

81,754

HCL Technologies Ltd.

134,564

4,412,800

MFEC PCL NVDR

205,100

53,924

Nice Information & Telecom, Inc.

4,823

123,301

Sonata Software Ltd.

23,455

55,805

Wipro Ltd.

256,001

2,706,773

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

Wipro Ltd. sponsored ADR

95,887

$ 1,321,323

WNS Holdings Ltd. sponsored ADR (a)

21,951

537,141

 

9,462,662

Semiconductors & Semiconductor Equipment - 1.1%

Advanced Semiconductor Engineering, Inc.

197,000

264,119

Advanced Semiconductor Engineering, Inc. sponsored ADR

419,714

2,979,969

Ampoc Far-East Co. Ltd.

55,000

51,778

ChipMOS TECHNOLOGIES (Bermuda) Ltd.

15,719

368,139

ChipMOS TECHNOLOGIES, Inc.

41,000

62,852

Inotera Memories, Inc. (a)

49,000

72,233

KC Tech Co. Ltd.

8,217

56,566

Siliconware Precision Industries Co. Ltd.

210,000

369,120

SK Hynix, Inc. (a)

107,264

4,539,512

Taiwan Semiconductor Manufacturing Co. Ltd.

45,000

214,446

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

328,306

8,053,346

Walton Advanced Engineering, Inc.

122,000

53,740

Zeus Co. Ltd.

10,866

148,023

 

17,233,843

Software - 0.1%

Asseco Poland SA

28,446

415,158

Changyou.com Ltd. (A Shares) ADR (a)

4,083

114,365

Geometric Ltd.

43,110

99,527

Nucleus Software Exports Ltd.

49,385

146,812

RS Software (India) Ltd.

45,510

156,513

Sasken Communication Technologies Ltd.

10,905

37,388

 

969,763

Technology Hardware, Storage & Peripherals - 1.0%

Bematech Industria e Comercio de Equipamentos Eletronicos SA

38,900

150,461

Elitegroup Computer Systems Co. Ltd.

185,981

146,693

Pegatron Corp.

1,683,000

4,614,039

Samsung Electronics Co. Ltd.

9,400

11,584,492

 

16,495,685

TOTAL INFORMATION TECHNOLOGY

62,051,839

MATERIALS - 1.0%

Chemicals - 0.2%

Boryszew SA (a)

55,719

93,194

Chambal Fertilizers & Chemicals Ltd.

51,059

54,778

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

Coromandel International Ltd. (a)

12,437

$ 58,334

GHCL Ltd. (a)

73,563

84,648

Gubre Fabrikalari TAS

49,869

124,837

Gujarat Alkalies and Chemicals Ltd. (a)

20,208

60,648

Gujarat State Fertilizers & Chemicals Ltd. (a)

90,744

140,783

Hanwha Corp.

25,480

708,093

KG Chemical Corp.

3,828

59,796

Kunsul Chemical Industrial Co. Ltd.

2,980

150,744

PTT Global Chemical PCL NVDR

759,300

1,315,212

Shinkong Synthetic Fiber Co.

153,000

54,014

Soda Sanayii AS

45,060

99,686

Taekwang Industrial Co. Ltd.

168

177,748

UPL Ltd.

123,100

838,117

 

4,020,632

Construction Materials - 0.1%

Adana Cimento Class A

36,502

100,542

Akcansa Cimento A/S

8,566

57,535

Cimsa Cimento Sanayi Ve Ticaret A/S

74,357

493,500

Eternit SA

123,800

133,885

Hanil Cement Co. Ltd.

437

67,071

Huaxin Cement Co. Ltd. (B Shares)

69,920

84,044

TCC International Holdings Ltd.

128,000

46,871

 

983,448

Containers & Packaging - 0.0%

Bio Pappel S.A.B. de CV (a)

112,330

192,114

Mpact Ltd.

120,835

407,358

Uflex Ltd. (a)

90,869

201,681

 

801,153

Metals & Mining - 0.6%

Ahmednagar Forgings Ltd. (a)

46,609

209,011

Dongil Industries Co. Ltd.

1,940

130,906

Eregli Demir ve Celik Fabrikalari T.A.S.

1,858,038

3,125,491

Grupo Simec SA de CV (a)

76,689

230,054

Hindustan Zinc Ltd.

34,278

98,594

Husteel Co. Ltd.

4,203

72,142

Kalyani Steels Ltd. (a)

18,943

44,670

KISCO Corp.

3,180

89,672

KISWIRE Ltd.

1,956

83,668

Kumkang Kind Co. Ltd.

970

71,531

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Magnitogorsk Iron & Steel Works OJSC sponsored GDR (Reg. S)

21,788

$ 66,998

National Aluminium Co. Ltd.

403,790

314,014

Prakash Industries Ltd. (a)

149,577

113,774

Press Metal Bhd

115,600

96,360

Sarda Energy & Minerals Ltd. (a)

11,741

32,523

Sibanye Gold Ltd.

150,729

397,999

Sibanye Gold Ltd. ADR

86,442

915,421

Ternium SA sponsored ADR

147,876

2,617,405

 

8,710,233

Paper & Forest Products - 0.1%

Asia Holdings Co. Ltd.

204

27,234

Asia Paper Manufacturing Co. Ltd.

5,850

151,415

Fibria Celulose SA (a)

21,800

283,064

Long Chen Paper Co. Ltd.

5,981

2,378

Mondi Ltd.

3,296

67,203

PT Indah Kiat Pulp & Paper Tbk

575,400

41,402

Sappi Ltd. (a)

148,453

623,512

Tamil Nadu Newsprint & Papers Ltd. (a)

40,447

88,984

WTK Holdings Bhd

124,500

41,374

 

1,326,566

TOTAL MATERIALS

15,842,032

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 0.9%

Axtel S.A.B. de CV unit (a)

1,211,141

357,805

China Telecom Corp. Ltd. (H Shares)

4,246,000

2,748,256

China Unicom Ltd.

3,100,000

5,227,943

LG Telecom Ltd.

19,233

206,983

Netia Holdings SA

71,680

113,509

PT Telkomunikasi Indonesia Tbk:

Series B

5,267,500

1,194,417

sponsored ADR

29,732

1,340,913

Telekom Malaysia Bhd

381,600

752,421

Telekomunikacja Polska SA

65,986

175,697

Telkom SA Ltd. (a)

220,817

1,552,050

TIME dotCom Bhd

38,200

59,135

 

13,729,129

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.9%

America Movil S.A.B. de CV:

Series L

123,018

$ 131,857

Series L sponsored ADR

290,405

6,208,859

Bharti Infratel Ltd.

23,687

141,237

China Mobile Ltd.

516,000

7,002,206

Sistema JSFC sponsored GDR

16,839

119,557

TIM Participacoes SA

332,900

1,397,858

 

15,001,574

TOTAL TELECOMMUNICATION SERVICES

28,730,703

UTILITIES - 1.0%

Electric Utilities - 0.7%

ENEA SA

81,824

357,815

Energa SA

23,218

140,930

Enersis SA sponsored ADR

155,805

2,562,992

Light SA

16,200

79,666

Odas Elektrik Uretim Ve Sanayi (a)

43,325

167,173

Polska Grupa Energetyczna SA

166,501

930,683

Tauron Polska Energia SA

428,174

565,993

Tenaga Nasional Bhd

1,389,000

5,662,166

 

10,467,418

Gas Utilities - 0.1%

Busan City Gas Co. Ltd.

114

3,706

Daesung Energy Co. Ltd.

22,060

114,797

E1 Corp.

2,117

127,084

KyungDong City Gas Co. Ltd.

1,354

125,426

Samchully Co. Ltd.

2,665

298,905

 

669,918

Independent Power Producers & Renewable Electricity Producers - 0.2%

Benpres Holdings Corp.

149,800

30,364

Datang International Power Generation Co. Ltd. (H Shares)

436,000

218,118

Guangdong Electric Power Development Co. Ltd. (B Shares)

649,700

495,078

Huadian Power International Corp. Ltd. (H Shares)

1,234,000

1,037,376

Huaneng Power International, Inc. (H Shares)

1,388,000

1,749,684

 

3,530,620

Multi-Utilities - 0.0%

YTL Corp. Bhd

244,900

111,904

Common Stocks - continued

Shares

Value

UTILITIES - continued

Water Utilities - 0.0%

Companhia de Saneamento de Minas Gerais

14,800

$ 104,897

TOTAL UTILITIES

14,884,757

TOTAL COMMON STOCKS

(Cost $219,448,445)


249,973,332

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

CONSUMER STAPLES - 0.0%

Food & Staples Retailing - 0.0%

Companhia Brasileira de Distribuicao Grupo Pao de Acucar (PN)

14,300

489,386

FINANCIALS - 0.2%

Banks - 0.2%

Banco ABC Brasil SA

8,800

37,044

Banco Bradesco SA (PN)

225,000

2,980,185

Itau Unibanco Holding SA

10,340

132,949

 

3,150,178

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

Embraer SA sponsored ADR

24,234

847,948

Airlines - 0.0%

Gol Linhas Aereas Inteligentes SA (PN) (a)

15,000

53,104

Machinery - 0.0%

Randon Participacoes Sa (PN)

33,000

44,872

TOTAL INDUSTRIALS

945,924

MATERIALS - 0.0%

Chemicals - 0.0%

Braskem SA (PN-A)

11,500

51,854

Metals & Mining - 0.0%

Metalurgica Gerdau SA (PN)

143,600

564,536

TOTAL MATERIALS

616,390

Nonconvertible Preferred Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Telefonica Brasil SA

6,600

$ 123,014

Telefonica Brasil SA sponsored ADR

21,878

405,618

 

528,632

Wireless Telecommunication Services - 0.0%

TIM Participacoes SA sponsored ADR

10,811

227,896

TOTAL TELECOMMUNICATION SERVICES

756,528

UTILITIES - 0.2%

Electric Utilities - 0.1%

Companhia Energetica de Minas Gerais (CEMIG):

(PN)

210,441

962,228

(PN) sponsored (non-vtg.)

128,801

592,485

Companhia Energetica do Ceara

5,338

75,818

Companhia Paranaense de Energia-Copel (PN-B)

10,200

123,963

 

1,754,494

Independent Power and Renewable Electricity Producers - 0.1%

Companhia Energetica de Sao Paulo Series B

103,800

861,115

Water Utilities - 0.0%

Companhia de Saneamento do Parana

8,000

15,500

TOTAL UTILITIES

2,631,109

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $12,221,212)


8,589,515

Equity Funds - 78.7%

 

 

 

 

Sector Funds - 0.0%

RS Global Natural Resources Fund Class A

74

1,871

Emerging Markets Funds - 78.7%

Aberdeen Emerging Markets Fund Institutional Service Class

14,098,796

201,048,829

Fidelity Emerging Markets Fund (c)

6,359,351

160,827,978

GMO Emerging Markets Fund Class IV

20,706,500

209,135,639

Invesco Developing Markets Fund Class R5

2,018,136

60,745,894

Lazard Emerging Markets Equity Portfolio Institutional Class

11,597,520

202,724,654

Oppenheimer Developing Markets Fund Class I

2,681,916

94,913,006

Parametric Emerging Markets Fund Investor Class

5,388,823

77,114,053

SPDR S&P China ETF

200,400

16,452,840

T. Rowe Price Emerging Markets Stock Fund

3,822,104

129,225,348

Equity Funds - continued

Shares

Value

Emerging Markets Funds - continued

Templeton Frontier Markets Fund - Class A

583,658

$ 8,101,178

Thornburg Developing World Fund - Class I

3,195,767

58,897,986

Wasatch Frontier Emerging Small Countries Fund

3,130,183

9,547,057

TOTAL EMERGING MARKETS FUNDS

1,228,734,462

TOTAL EQUITY FUNDS

(Cost $1,324,165,469)


1,228,736,333

U.S. Treasury Obligations - 0.2%

Principal amount

 

U.S. Treasury Bills, yield at date of purchase 0.01% to 0.04% 3/5/15 to 5/28/15 (d)
(Cost $2,649,962)

$ 2,650,000


2,649,970

Money Market Funds - 4.6%

Shares

 

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $71,510,016)

71,510,016


71,510,016

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,629,995,104)

1,561,459,166

NET OTHER ASSETS (LIABILITIES) - 0.0%

78,413

NET ASSETS - 100%

$ 1,561,537,579

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

1,360 NYSE E-mini MSCI Emerging Markets Index Contracts (United States)

March 2015

$ 67,449,200

$ 2,811,380

 

The face value of futures purchased as a percentage of net assets is 4.3%

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

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

(c) Affiliated Fund

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,649,970.

Affiliated Underlying Funds

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

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Emerging Markets Fund

$ 157,050,066

$ 1,064,674

$ 7,987,017

$ 651,446

$ 160,827,978

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 24,027,284

$ 20,830,830

$ 3,196,454

$ -

Consumer Staples

11,259,341

11,259,341

-

-

Energy

11,235,096

7,245,770

3,989,326

-

Financials

67,785,056

67,035,497

-

749,559

Health Care

2,946,913

2,946,913

-

-

Industrials

15,795,799

15,471,817

323,982

-

Information Technology

62,051,839

53,607,318

8,444,521

-

Materials

16,458,422

15,919,640

538,782

-

Telecommunication Services

29,487,231

16,062,665

13,424,566

-

Utilities

17,515,866

15,766,182

1,749,684

-

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equity Funds

$ 1,228,736,333

$ 1,228,736,333

$ -

$ -

U.S. Treasury Obligations

2,649,970

-

2,649,970

-

Money Market Funds

71,510,016

71,510,016

-

-

Total Investments in Securities:

$ 1,561,459,166

$ 1,526,392,322

$ 34,317,285

$ 749,559

Derivative Instruments:

Assets

Futures Contracts

$ 2,811,380

$ 2,811,380

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 2,811,380

$ -

Total Value of Derivatives

$ 2,811,380

$ -

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,469,149,585)

$ 1,400,631,188

 

Affiliated issuers (cost $160,845,519)

160,827,978

 

Total Investments (cost $1,629,995,104)

 

$ 1,561,459,166

Foreign currency held at value (cost $11,974)

11,982

Receivable for fund shares sold

1,136,074

Dividends receivable

674,768

Prepaid expenses

811

Other receivables

6,554

Total assets

1,563,289,355

 

 

 

Liabilities

Payable for fund shares redeemed

873,353

Accrued management fee

125,724

Payable for daily variation margin for derivative instruments

61,200

Other affiliated payables

125,804

Other payables and accrued expenses

565,695

Total liabilities

1,751,776

 

 

 

Net Assets

$ 1,561,537,579

Net Assets consist of:

 

Paid in capital

$ 1,699,385,637

Distributions in excess of net investment income

(348,540)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(71,265,264)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(66,234,254)

Net Assets, for 164,876,184 shares outstanding

$ 1,561,537,579

Net Asset Value, offering price and redemption price per share ($1,561,537,579 ÷ 164,876,184 shares)

$ 9.47

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 26,339,970

Affiliated issuers

 

651,446

Interest

 

174

Income before foreign taxes withheld

 

26,991,590

Less foreign taxes withheld

 

(948,841)

Total income

 

26,042,749

 

 

 

Expenses

Management fee

$ 5,434,305

Transfer agent fees

832,222

Accounting fees and expenses

702,675

Custodian fees and expenses

122,279

Independent trustees' compensation

17,466

Registration fees

62,862

Audit

53,264

Legal

10,547

Miscellaneous

15,427

Total expenses before reductions

7,251,047

Expense reductions

(3,929,645)

3,321,402

Net investment income (loss)

22,721,347

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $167,839)

(10,198,064)

Affiliated issuers

(96,869)

 

Foreign currency transactions

(213,537)

Futures contracts

680,166

Realized gain distributions from underlying funds:

Unaffiliated issuers

13,603,259

 

Affiliated issuers

413,228

 

Total net realized gain (loss)

 

4,188,183

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $178,603)

48,649,410

Assets and liabilities in foreign currencies

13,913

Futures contracts

2,811,380

Total change in net unrealized appreciation (depreciation)

 

51,474,703

Net gain (loss)

55,662,886

Net increase (decrease) in net assets resulting from operations

$ 78,384,233

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 22,721,347

$ 20,701,291

Net realized gain (loss)

4,188,183

(45,667,630)

Change in net unrealized appreciation (depreciation)

51,474,703

(108,767,836)

Net increase (decrease) in net assets resulting
from operations

78,384,233

(133,734,175)

Distributions to shareholders from net investment income

(23,752,352)

(21,140,352)

Share transactions
Proceeds from sales of shares

340,607,204

525,025,742

Reinvestment of distributions

23,727,708

21,110,393

Cost of shares redeemed

(338,061,158)

(808,731,324)

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

26,273,754

(262,595,189)

Total increase (decrease) in net assets

80,905,635

(417,469,716)

 

 

 

Net Assets

Beginning of period

1,480,631,944

1,898,101,660

End of period (including distributions in excess of net investment income of $348,540 and distributions in excess of net investment income of $2,536, respectively)

$ 1,561,537,579

$ 1,480,631,944

Other Information

Shares

Sold

35,110,168

54,845,880

Issued in reinvestment of distributions

2,579,098

2,226,834

Redeemed

(34,388,190)

(85,606,279)

Net increase (decrease)

3,301,076

(28,533,565)

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

Annual Report

Financial Highlights

Years ended February 28,

2015

2014

2013

2012 I

2011 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.16

$ 9.98

$ 9.84

$ 10.06

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .14

  .12

  .12

  .16

  .11

Net realized and unrealized gain (loss)

  .32

  (.81)

  .23

  (.18)

  .07

Total from investment operations

  .46

  (.69)

  .35

  (.02)

  .18

Distributions from net investment income

  (.15)

  (.13)

  (.12)

  (.15)

  (.09)

Distributions from net realized gain

  -

  -

  (.09)

  (.05)

  (.03)

Total distributions

  (.15)

  (.13)

  (.21)

  (.20)

  (.12)

Net asset value, end of period

$ 9.47

$ 9.16

$ 9.98

$ 9.84

$ 10.06

Total Return B, C

  5.04%

  (6.96)%

  3.63%

  .11%

  1.70%

Ratios to Average Net Assets F

 

 

 

 

Expenses before reductions

  .46%

  .46%

  .36%

  .28%

  .35% A

Expenses net of fee waivers, if any

  .21%

  .21%

  .11%

  .03%

  .10% A

Expenses net of all reductions

  .21%

  .21%

  .10%

  .02%

  .10% A

Net investment income (loss)

  1.45%

  1.21%

  1.27%

  1.65%

  2.51% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,561,538

$ 1,480,632

$ 1,898,102

$ 1,905,091

$ 1,617,552

Portfolio turnover rate G

  13%

  21%

  26% H

  11%

  18%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period September 30, 2010 (commencement of operations) to February 28, 2011.

F Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Portfolio turnover rate excludes securities received or delivered in-kind.

I For the year ended February 29.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

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

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

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 58,053,692

Gross unrealized depreciation

(128,886,828)

Net unrealized appreciation (depreciation) on securities

$ (70,833,136)

 

 

Tax Cost

$ 1,632,292,302

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward

$ (66,649,943)

Net unrealized appreciation (depreciation) on securities and other investments

$ (70,849,574)

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

 

 

No expiration

 

Short-term

$ (8,469,919)

Long-term

(58,180,024)

Total no expiration

$ (66,649,943)

The Fund intends to elect to defer to its next fiscal year $341,375 of ordinary losses recognized during the period January 1, 2015 to February 28, 2015.

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 23,752,352

$ 21,140,352

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

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

Equity Risk

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

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

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $680,166 and a change in net unrealized appreciation (depreciation) of $2,811,380 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $193,454,912 and $219,114,113, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.20% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .35% of the Fund's average net assets.

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

Sub-Advisers. Acadian Asset Management LLC served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

In March 2015, the Board of Trustees approved the appointment of M&G Investment Management Limited (M&G) as an additional sub-adviser for the Fund. Subsequent to period end, M&G was allocated a portion of the Fund's assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .05% of average net assets.

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

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $5,449.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity

Annual Report

6. Committed Line of Credit - continued

purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,153 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2017. During the period, this waiver reduced the Fund's management fee by $3,922,678.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $6,967 for the period.

8. 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.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Emerging Markets Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Emerging Markets Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Emerging Markets Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 16, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The fund designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 89% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Strategic Advisers Emerging Markets

12/30/2014

$0.1749

$0.0279

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Emerging Markets Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Acadian Asset Management, LLC (Acadian) and Pyramis Global Advisors, LLC (Pyramis) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2013, the cumulative total returns of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Emerging Markets Fund

sae488

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one- year period and in the second quartile for the three-year period ended December 31, 2013. The Board also noted that the fund had under-performed 53% of its peers and out-performed 63% of its peers for the one- and three-year periods, respectively, ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the periods shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2017 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.20%.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Strategic Advisers Emerging Markets Fund

sae490

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended Feb-ruary 28, 2014.

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

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that certain of the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had proposed to waive 0.25% of its management fee through September 30, 2017.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Acadian Asset Management LLC

M&G Investment Management Limited
Pyramis Global Advisors, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Boston, MA

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

SAE-UANN-0415
1.926377.104

Strategic Advisers®
Emerging Markets Fund of Funds

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Strategic Advisers® Emerging Markets Fund of Funds

4.86%

1.73%

A From May 2, 2012.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Emerging Markets Fund of Funds, a class of the fund, on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI Emerging Markets Index performed over the same period.

sae503

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® Emerging Markets Fund of Funds: For the year, Strategic Advisers® Emerging Markets Fund of Funds (a class of the Fund) returned 4.86%, trailing the 5.38% gain of the MSCI Emerging Markets Index. Relative to the benchmark, Thornburg Developing World Fund's strategy was unrewarded due to poor security selection in consumer categories and energy, particularly in China and Taiwan. GMO Emerging Markets Fund also detracted, as its deep-value strategy emphasizing cyclical areas of the market was hampered by unsuccessful stock picks in information technology and consumer discretionary, primarily in China, India and Brazil. Oppenheimer Developing Markets Fund, which employs a quality-focused, core style, had weak selections in consumer staples, energy and technology, and was overweighted in poor-performing Russia. On the plus side, T. Rowe Price Emerging Markets Stock Fund was the top relative contributor, as its growth-oriented strategy delivered solid selections in financials and industrials, along with favorable positioning in materials. Acadian Emerging Markets Portfolio was another contributor. Acadian's quantitatively driven, value-oriented style yielded strong stock picks in financials, consumer discretionary and materials, most notably in Mexico, Turkey and Malaysia.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Emerging Markets

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.20

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class F

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.20

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class L

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.30

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class N

.35%

 

 

 

Actual

 

$ 1,000.00

$ 915.10

$ 1.66

HypotheticalA

 

$ 1,000.00

$ 1,023.06

$ 1.76

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Acadian Emerging Markets Portfolio Institutional Class

17.4

16.4

Aberdeen Emerging Markets Fund Institutional Class

14.4

14.0

Lazard Emerging Markets Equity Portfolio Institutional Class

14.3

14.8

T. Rowe Price Emerging Markets Stock Fund

11.6

11.0

GMO Emerging Markets Fund Class IV

11.4

12.7

Fidelity Emerging Markets Fund

10.8

10.5

Thornburg Developing World Fund - Class I

5.9

6.4

Oppenheimer Developing Markets Fund Class Y

5.8

5.8

Parametric Emerging Markets Fund Institutional Class

5.2

5.1

iShares MSCI Emerging Markets Index ETF

2.2

2.4

 

99.0

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae505

Emerging Markets
Funds 100.0%

 

sae507

Emerging Markets
Funds 100.0%

 

sae509

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%*

 

sae511

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%*

 

sae513

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

* Amount represents less than 0.1%.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Emerging Markets Funds - 100.0%

Aberdeen Emerging Markets Fund Institutional Class

122,864

$ 1,754,501

Acadian Emerging Markets Portfolio Institutional Class

112,857

2,120,578

Fidelity Emerging Markets Fund (b)

52,107

1,317,796

GMO Emerging Markets Fund Class IV

137,030

1,384,003

iShares MSCI Emerging Markets Index ETF

6,657

270,873

Lazard Emerging Markets Equity Portfolio Institutional Class

99,172

1,733,522

Oppenheimer Developing Markets Fund Class Y

19,995

707,213

Parametric Emerging Markets Fund Institutional Class

43,640

626,240

SPDR S&P China ETF

1,452

119,209

T. Rowe Price Emerging Markets Stock Fund

41,796

1,413,114

Templeton Frontier Markets Fund - Advisor Class

64

897

Thornburg Developing World Fund - Class I

39,200

722,463

Wasatch Frontier Emerging Small Countries Fund

691

2,106

TOTAL EQUITY FUNDS

(Cost $12,242,106)


12,172,515

Money Market Funds - 0.2%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $18,351)

18,351


18,351

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $12,260,457)

12,190,866

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(20,097)

NET ASSETS - 100%

$ 12,170,769

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

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

(b) Affiliated Fund

Affiliated Underlying Funds

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Emerging Markets Fund

$ 1,127,009

$ 213,873

$ 100,454

$ 7,301

$ 1,317,796

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 Investment Valuation section in the accompanying Notes to Financial Statements.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $11,050,391)

$ 10,873,070

 

Affiliated issuers (cost $1,210,066)

1,317,796

 

Total Investments (cost $12,260,457)

 

$ 12,190,866

Receivable for fund shares sold

201,183

Prepaid expenses

6

Receivable from investment adviser for expense reductions

4,154

Other receivables

49

Total assets

12,396,258

 

 

 

Liabilities

Payable for investments purchased

$ 201,183

Distribution and service plan fees payable

21

Audit fees payable

20,320

Other affiliated payables

166

Other payables and accrued expenses

3,799

Total liabilities

225,489

 

 

 

Net Assets

$ 12,170,769

Net Assets consist of:

 

Paid in capital

$ 12,230,481

Distributions in excess of net investment income

(49)

Accumulated undistributed net realized gain (loss) on investments

9,928

Net unrealized appreciation (depreciation) on investments

(69,591)

Net Assets

$ 12,170,769

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

Annual Report

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($10,978,699 ÷ 1,092,963 shares)

$ 10.04

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($987,840 ÷ 98,347 shares)

$ 10.04

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($102,279 ÷ 10,177 shares)

$ 10.05

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($101,951 ÷ 10,147 shares)

$ 10.05

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 154,753

Affiliated issuers

 

7,301

Total income

 

162,054

 

 

 

Expenses

Management fee

$ 35,021

Transfer agent fees

1,216

Distribution and service plan fees

259

Accounting fees and expenses

1,457

Custodian fees and expenses

11,053

Independent trustees' compensation

129

Registration fees

39,008

Audit

36,054

Legal

79

Miscellaneous

631

Total expenses before reductions

124,907

Expense reductions

(113,040)

11,867

Net investment income (loss)

150,187

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(55,536)

Affiliated issuers

(1,018)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

98,602

 

Affiliated issuers

1,276

 

Total net realized gain (loss)

 

43,324

Change in net unrealized appreciation (depreciation) on investment securities

306,653

Net gain (loss)

349,977

Net increase (decrease) in net assets resulting from operations

$ 500,164

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 150,187

$ 130,026

Net realized gain (loss)

43,324

23,460

Change in net unrealized appreciation (depreciation)

306,653

(824,650)

Net increase (decrease) in net assets resulting
from operations

500,164

(671,164)

Distributions to shareholders from net investment income

(164,989)

(113,674)

Distributions to shareholders from net realized gain

(38,522)

(25,374)

Total distributions

(203,511)

(139,048)

Share transactions - net increase (decrease)

1,380,457

1,674,301

Redemption fees

82

748

Total increase (decrease) in net assets

1,677,192

864,837

 

 

 

Net Assets

Beginning of period

10,493,577

9,628,740

End of period (including distributions in excess of net investment income of $49 and undistributed net investment income of $16,360, respectively)

$ 12,170,769

$ 10,493,577

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

Annual Report

Financial Highlights - Emerging Markets

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.75

$ 10.53

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .13

  .13

  .14

Net realized and unrealized gain (loss)

  .34

  (.78)

  .53

Total from investment operations

  .47

  (.65)

  .67

Distributions from net investment income

  (.15)

  (.11)

  (.14)

Distributions from net realized gain

  (.04)

  (.03)

  -

Total distributions

  (.18)J

  (.13)I

  (.14)

Redemption fees added to paid in capital D, H

  -

  -

  -

Net asset value, end of period

$ 10.04

$ 9.75

$ 10.53

Total ReturnB, C

  4.86%

  (6.18)%

  6.71%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.07%

  1.25%

  1.14%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  1.29%

  1.29%

  1.71%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 10,979

$ 9,832

$ 9,475

Portfolio turnover rateG

  11%

  10%

  8% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period May 2, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.025 per share.

J Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.75

$ 10.53

$ 10.43

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .13

  .13

  .10

Net realized and unrealized gain (loss)

  .34

  (.78)

  .14

Total from investment operations

  .47

  (.65)

  .24

Distributions from net investment income

  (.15)

  (.11)

  (.14)

Distributions from net realized gain

  (.04)

  (.03)

  -

Total distributions

  (.18)J

  (.13)I

  (.14)

Redemption fees added to paid in capital D, H

  -

  -

  -

Net asset value, end of period

$ 10.04

$ 9.75

$ 10.53

Total ReturnB, C

  4.86%

  (6.18)%

  2.31%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.03%

  1.43%

  1.14%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  1.29%

  1.29%

  4.90%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 988

$ 466

$ 154

Portfolio turnover rateG

  11%

  10%

  8% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.025 per share.

J Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.75

$ 10.13

Income from Investment Operations

 

 

Net investment income (loss) D

  .13

  .11

Net realized and unrealized gain (loss)

  .35

  (.36)

Total from investment operations

  .48

  (.25)

Distributions from net investment income

  (.15)

  (.11)

Distributions from net realized gain

  (.04)

  (.02)

Total distributions

  (.18)I

  (.13)

Redemption fees added to paid in capital D, H

  -

  -

Net asset value, end of period

$ 10.05

$ 9.75

Total ReturnB, C

  4.97%

  (2.56)%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.07%

  1.79%A

Expenses net of fee waivers, if any

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%A

Net investment income (loss)

  1.29%

  3.65%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 102

$ 97

Portfolio turnover rateG

  11%

  10%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.75

$ 10.13

Income from Investment Operations

 

 

Net investment income (loss) D

  .11

  .10

Net realized and unrealized gain (loss)

  .34

  (.36)

Total from investment operations

  .45

  (.26)

Distributions from net investment income

  (.12)

  (.10)

Distributions from net realized gain

  (.04)

  (.02)

Total distributions

  (.15)I

  (.12)

Redemption fees added to paid in capital D, H

  -

  -

Net asset value, end of period

$ 10.05

$ 9.75

Total ReturnB, C

  4.69%

  (2.59)%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.32%

  2.05%A

Expenses net of fee waivers, if any

  .35%

  .35%A

Expenses net of all reductions

  .35%

  .35%A

Net investment income (loss)

  1.04%

  3.40%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 102

$ 97

Portfolio turnover rateG

  11%

  10%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.15 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.035 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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 a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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. Income and capital gain distributions from the Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions from the Underlying Funds and ETFs that are deemed to be return of capital are recorded as a reduction of cost of investments.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers

Annual Report

2. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan.

The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. During the period, the Fund incurred an excise tax liability on undistributed net investment income, which is included in Miscellaneous expense on the Statement of Operations. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, deferred trustee compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 359,647

Gross unrealized depreciation

(458,974)

Net unrealized appreciation (depreciation) on securities

$ (99,327)

 

 

Tax Cost

$ 12,290,193

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 39,665

Net unrealized appreciation (depreciation) on securities and other investments

$ (99,327)

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 173,014

$ 113,674

Long-term Capital Gains

30,497

25,374

Total

$ 203,511

$ 139,048

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $2,690,939 and $1,231,759, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

will not exceed 1.25% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .30% of the Fund's average net assets.

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

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

In March 2015, the Board of Trustees approved the appointment of M&G Investments as an additional sub-adviser for the Fund.

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

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 259

$ 259

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Emerging Markets

$ 1,206

.01

Class L

5

.00

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Class-Level Average
Net Assets

Class N

$ 5

.00

 

$ 1,216

 

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

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $35,021.

The investment adviser has also contractually agreed to reimburse Emerging Markets, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Emerging Markets

.10%

$ 71,810

Class F

.10%

4,215

Class L

.10%

688

Class N

.35%

687

Annual Report

6. Expense Reductions - continued

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $81 for the period.

In addition, an affiliate of the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $538.

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net investment income

 

 

Emerging Markets

$ 150,910

$ 106,936

Class F

11,431

4,646

Class L

1,455

1,066

Class N

1,193

1,026

Total

$ 164,989

$ 113,674

From net realized gain

 

 

Emerging Markets

$ 35,871

$ 24,190

Class F

1,951

848

Class L

350

168

Class N

350

168

Total

$ 38,522

$ 25,374

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

8. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Emerging Markets

 

 

 

 

Shares sold

166,658

179,201

$ 1,723,851

$ 1,826,852

Reinvestment of distributions

18,973

13,012

186,781

131,126

Shares redeemed

(101,526)

(83,302)

(1,053,925)

(821,441)

Net increase (decrease)

84,105

108,911

$ 856,707

$ 1,136,537

Annual Report

Notes to Financial Statements - continued

8. Share Transactions - continued

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Emerging Markets

 

 

 

 

Class F

 

 

 

 

Shares sold

54,370

37,710

$ 560,712

$ 379,016

Reinvestment of distributions

1,363

545

13,382

5,494

Shares redeemed

(5,246)

(4,980)

(53,692)

(49,174)

Net increase (decrease)

50,487

33,275

$ 520,402

$ 335,336

Class L

 

 

 

 

Shares sold

-

9,871

$ -

$ 100,000

Reinvestment of distributions

183

123

1,805

1,234

Net increase (decrease)

183

9,994

$ 1,805

$ 101,234

Class N

 

 

 

 

Shares sold

-

9,871

$ -

$ 100,000

Reinvestment of distributions

157

119

1,543

1,194

Net increase (decrease)

157

9,990

$ 1,543

$ 101,194

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 80% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Emerging Markets Fund of Funds:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Emerging Markets Fund of Funds (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the periods indicated, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Emerging Markets Fund of Funds's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-
2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Emerging Markets Fund of Funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Emerging Markets

04/13/15

04/10/15

$0.033

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $39,829, or, if subsequently determined to be different, the net capital gain of such year.

Emerging Markets designates 1% of the dividends distributed in December, 2014 during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Emerging Markets designates 70% and 95% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Emerging Markets

12/30/14

$0.1638

$0.0288

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Emerging Markets Fund of Funds

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Acadian Asset Management, LLC (Acadian) and Pyramis Global Advisors, LLC (Pyramis) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Emerging Markets Fund of Funds

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the second quartile and that Class F had out-performed 50% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.25% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.10%, 0.10%, and 0.35%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.10% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Strategic Advisers Emerging Markets Fund of Funds

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

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

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

The Board noted that the total expenses of each of the retail class, Class L, and Class F were below, and the total expenses of Class N were above, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that certain of the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had proposed to waive 0.30% of its management fee through April 30, 2015 and also took into consideration Strategic Advisers' contractual reimbursement commitment.

Annual Report

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Acadian Asset Management LLC

M&G Investment Management Limited

Pyramis Global Advisors, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Boston, MA

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

RMF-UANN-0415
1.938032.102

Strategic Advisers®
Emerging Markets Fund of Funds

Class F

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class F B

4.86%

1.73%

A From May 2, 2012.

B The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012, are those of Strategic Advisers® Emerging Markets Fund of Funds, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Emerging Markets Fund of Funds - Class F on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI Emerging Markets Index performed over the same period. See footnote B above for additional information regarding the performance of Class F.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® Emerging Markets Fund of Funds: For the year, the Class F shares of Strategic Advisers® Emerging Markets Fund of Funds (the Fund) returned 4.86%, trailing the 5.38% gain of the MSCI Emerging Markets Index. Relative to the benchmark, Thornburg Developing World Fund's strategy was unrewarded due to poor security selection in consumer categories and energy, particularly in China and Taiwan. GMO Emerging Markets Fund also detracted, as its deep-value strategy emphasizing cyclical areas of the market was hampered by unsuccessful stock picks in information technology and consumer discretionary, primarily in China, India and Brazil. Oppenheimer Developing Markets Fund, which employs a quality-focused, core style, had weak selections in consumer staples, energy and technology, and was overweighted in poor-performing Russia. On the plus side, T. Rowe Price Emerging Markets Stock Fund was the top relative contributor, as its growth-oriented strategy delivered solid selections in financials and industrials, along with favorable positioning in materials. Acadian Emerging Markets Portfolio was another contributor. Acadian's quantitatively driven, value-oriented style yielded strong stock picks in financials, consumer discretionary and materials, most notably in Mexico, Turkey and Malaysia.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Emerging Markets

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.20

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class F

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.20

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class L

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.30

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class N

.35%

 

 

 

Actual

 

$ 1,000.00

$ 915.10

$ 1.66

HypotheticalA

 

$ 1,000.00

$ 1,023.06

$ 1.76

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Acadian Emerging Markets Portfolio Institutional Class

17.4

16.4

Aberdeen Emerging Markets Fund Institutional Class

14.4

14.0

Lazard Emerging Markets Equity Portfolio Institutional Class

14.3

14.8

T. Rowe Price Emerging Markets Stock Fund

11.6

11.0

GMO Emerging Markets Fund Class IV

11.4

12.7

Fidelity Emerging Markets Fund

10.8

10.5

Thornburg Developing World Fund - Class I

5.9

6.4

Oppenheimer Developing Markets Fund Class Y

5.8

5.8

Parametric Emerging Markets Fund Institutional Class

5.2

5.1

iShares MSCI Emerging Markets Index ETF

2.2

2.4

 

99.0

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae532

Emerging Markets
Funds 100.0%

 

sae534

Emerging Markets
Funds 100.0%

 

sae536

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%*

 

sae538

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%*

 

sae540

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

* Amount represents less than 0.1%.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Emerging Markets Funds - 100.0%

Aberdeen Emerging Markets Fund Institutional Class

122,864

$ 1,754,501

Acadian Emerging Markets Portfolio Institutional Class

112,857

2,120,578

Fidelity Emerging Markets Fund (b)

52,107

1,317,796

GMO Emerging Markets Fund Class IV

137,030

1,384,003

iShares MSCI Emerging Markets Index ETF

6,657

270,873

Lazard Emerging Markets Equity Portfolio Institutional Class

99,172

1,733,522

Oppenheimer Developing Markets Fund Class Y

19,995

707,213

Parametric Emerging Markets Fund Institutional Class

43,640

626,240

SPDR S&P China ETF

1,452

119,209

T. Rowe Price Emerging Markets Stock Fund

41,796

1,413,114

Templeton Frontier Markets Fund - Advisor Class

64

897

Thornburg Developing World Fund - Class I

39,200

722,463

Wasatch Frontier Emerging Small Countries Fund

691

2,106

TOTAL EQUITY FUNDS

(Cost $12,242,106)


12,172,515

Money Market Funds - 0.2%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $18,351)

18,351


18,351

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $12,260,457)

12,190,866

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(20,097)

NET ASSETS - 100%

$ 12,170,769

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

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

(b) Affiliated Fund

Affiliated Underlying Funds

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Emerging Markets Fund

$ 1,127,009

$ 213,873

$ 100,454

$ 7,301

$ 1,317,796

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 Investment Valuation section in the accompanying Notes to Financial Statements.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $11,050,391)

$ 10,873,070

 

Affiliated issuers (cost $1,210,066)

1,317,796

 

Total Investments (cost $12,260,457)

 

$ 12,190,866

Receivable for fund shares sold

201,183

Prepaid expenses

6

Receivable from investment adviser for expense reductions

4,154

Other receivables

49

Total assets

12,396,258

 

 

 

Liabilities

Payable for investments purchased

$ 201,183

Distribution and service plan fees payable

21

Audit fees payable

20,320

Other affiliated payables

166

Other payables and accrued expenses

3,799

Total liabilities

225,489

 

 

 

Net Assets

$ 12,170,769

Net Assets consist of:

 

Paid in capital

$ 12,230,481

Distributions in excess of net investment income

(49)

Accumulated undistributed net realized gain (loss) on investments

9,928

Net unrealized appreciation (depreciation) on investments

(69,591)

Net Assets

$ 12,170,769

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($10,978,699 ÷ 1,092,963 shares)

$ 10.04

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($987,840 ÷ 98,347 shares)

$ 10.04

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($102,279 ÷ 10,177 shares)

$ 10.05

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($101,951 ÷ 10,147 shares)

$ 10.05

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 154,753

Affiliated issuers

 

7,301

Total income

 

162,054

 

 

 

Expenses

Management fee

$ 35,021

Transfer agent fees

1,216

Distribution and service plan fees

259

Accounting fees and expenses

1,457

Custodian fees and expenses

11,053

Independent trustees' compensation

129

Registration fees

39,008

Audit

36,054

Legal

79

Miscellaneous

631

Total expenses before reductions

124,907

Expense reductions

(113,040)

11,867

Net investment income (loss)

150,187

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(55,536)

Affiliated issuers

(1,018)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

98,602

 

Affiliated issuers

1,276

 

Total net realized gain (loss)

 

43,324

Change in net unrealized appreciation (depreciation) on investment securities

306,653

Net gain (loss)

349,977

Net increase (decrease) in net assets resulting from operations

$ 500,164

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 150,187

$ 130,026

Net realized gain (loss)

43,324

23,460

Change in net unrealized appreciation (depreciation)

306,653

(824,650)

Net increase (decrease) in net assets resulting
from operations

500,164

(671,164)

Distributions to shareholders from net investment income

(164,989)

(113,674)

Distributions to shareholders from net realized gain

(38,522)

(25,374)

Total distributions

(203,511)

(139,048)

Share transactions - net increase (decrease)

1,380,457

1,674,301

Redemption fees

82

748

Total increase (decrease) in net assets

1,677,192

864,837

 

 

 

Net Assets

Beginning of period

10,493,577

9,628,740

End of period (including distributions in excess of net investment income of $49 and undistributed net investment income of $16,360, respectively)

$ 12,170,769

$ 10,493,577

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

Annual Report

Financial Highlights - Emerging Markets

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.75

$ 10.53

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .13

  .13

  .14

Net realized and unrealized gain (loss)

  .34

  (.78)

  .53

Total from investment operations

  .47

  (.65)

  .67

Distributions from net investment income

  (.15)

  (.11)

  (.14)

Distributions from net realized gain

  (.04)

  (.03)

  -

Total distributions

  (.18)J

  (.13)I

  (.14)

Redemption fees added to paid in capital D, H

  -

  -

  -

Net asset value, end of period

$ 10.04

$ 9.75

$ 10.53

Total ReturnB, C

  4.86%

  (6.18)%

  6.71%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.07%

  1.25%

  1.14%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  1.29%

  1.29%

  1.71%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 10,979

$ 9,832

$ 9,475

Portfolio turnover rateG

  11%

  10%

  8% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period May 2, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.025 per share.

J Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.75

$ 10.53

$ 10.43

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .13

  .13

  .10

Net realized and unrealized gain (loss)

  .34

  (.78)

  .14

Total from investment operations

  .47

  (.65)

  .24

Distributions from net investment income

  (.15)

  (.11)

  (.14)

Distributions from net realized gain

  (.04)

  (.03)

  -

Total distributions

  (.18)J

  (.13)I

  (.14)

Redemption fees added to paid in capital D, H

  -

  -

  -

Net asset value, end of period

$ 10.04

$ 9.75

$ 10.53

Total ReturnB, C

  4.86%

  (6.18)%

  2.31%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.03%

  1.43%

  1.14%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  1.29%

  1.29%

  4.90%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 988

$ 466

$ 154

Portfolio turnover rateG

  11%

  10%

  8% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.025 per share.

J Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.75

$ 10.13

Income from Investment Operations

 

 

Net investment income (loss) D

  .13

  .11

Net realized and unrealized gain (loss)

  .35

  (.36)

Total from investment operations

  .48

  (.25)

Distributions from net investment income

  (.15)

  (.11)

Distributions from net realized gain

  (.04)

  (.02)

Total distributions

  (.18)I

  (.13)

Redemption fees added to paid in capital D, H

  -

  -

Net asset value, end of period

$ 10.05

$ 9.75

Total ReturnB, C

  4.97%

  (2.56)%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.07%

  1.79%A

Expenses net of fee waivers, if any

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%A

Net investment income (loss)

  1.29%

  3.65%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 102

$ 97

Portfolio turnover rateG

  11%

  10%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.75

$ 10.13

Income from Investment Operations

 

 

Net investment income (loss) D

  .11

  .10

Net realized and unrealized gain (loss)

  .34

  (.36)

Total from investment operations

  .45

  (.26)

Distributions from net investment income

  (.12)

  (.10)

Distributions from net realized gain

  (.04)

  (.02)

Total distributions

  (.15)I

  (.12)

Redemption fees added to paid in capital D, H

  -

  -

Net asset value, end of period

$ 10.05

$ 9.75

Total ReturnB, C

  4.69%

  (2.59)%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.32%

  2.05%A

Expenses net of fee waivers, if any

  .35%

  .35%A

Expenses net of all reductions

  .35%

  .35%A

Net investment income (loss)

  1.04%

  3.40%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 102

$ 97

Portfolio turnover rateG

  11%

  10%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.15 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.035 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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 a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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. Income and capital gain distributions from the Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions from the Underlying Funds and ETFs that are deemed to be return of capital are recorded as a reduction of cost of investments.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan.

The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. During the period, the Fund incurred an excise tax liability on undistributed net investment income, which is included in Miscellaneous expense on the Statement of Operations. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, deferred trustee compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 359,647

Gross unrealized depreciation

(458,974)

Net unrealized appreciation (depreciation) on securities

$ (99,327)

 

 

Tax Cost

$ 12,290,193

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 39,665

Net unrealized appreciation (depreciation) on securities and other investments

$ (99,327)

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 173,014

$ 113,674

Long-term Capital Gains

30,497

25,374

Total

$ 203,511

$ 139,048

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $2,690,939 and $1,231,759, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

will not exceed 1.25% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .30% of the Fund's average net assets.

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

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

In March 2015, the Board of Trustees approved the appointment of M&G Investments as an additional sub-adviser for the Fund.

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

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 259

$ 259

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Emerging Markets

$ 1,206

.01

Class L

5

.00

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Class-Level Average
Net Assets

Class N

$ 5

.00

 

$ 1,216

 

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

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $35,021.

The investment adviser has also contractually agreed to reimburse Emerging Markets, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Emerging Markets

.10%

$ 71,810

Class F

.10%

4,215

Class L

.10%

688

Class N

.35%

687

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions - continued

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $81 for the period.

In addition, an affiliate of the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $538.

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net investment income

 

 

Emerging Markets

$ 150,910

$ 106,936

Class F

11,431

4,646

Class L

1,455

1,066

Class N

1,193

1,026

Total

$ 164,989

$ 113,674

From net realized gain

 

 

Emerging Markets

$ 35,871

$ 24,190

Class F

1,951

848

Class L

350

168

Class N

350

168

Total

$ 38,522

$ 25,374

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

8. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Emerging Markets

 

 

 

 

Shares sold

166,658

179,201

$ 1,723,851

$ 1,826,852

Reinvestment of distributions

18,973

13,012

186,781

131,126

Shares redeemed

(101,526)

(83,302)

(1,053,925)

(821,441)

Net increase (decrease)

84,105

108,911

$ 856,707

$ 1,136,537

Annual Report

8. Share Transactions - continued

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Emerging Markets

 

 

 

 

Class F

 

 

 

 

Shares sold

54,370

37,710

$ 560,712

$ 379,016

Reinvestment of distributions

1,363

545

13,382

5,494

Shares redeemed

(5,246)

(4,980)

(53,692)

(49,174)

Net increase (decrease)

50,487

33,275

$ 520,402

$ 335,336

Class L

 

 

 

 

Shares sold

-

9,871

$ -

$ 100,000

Reinvestment of distributions

183

123

1,805

1,234

Net increase (decrease)

183

9,994

$ 1,805

$ 101,234

Class N

 

 

 

 

Shares sold

-

9,871

$ -

$ 100,000

Reinvestment of distributions

157

119

1,543

1,194

Net increase (decrease)

157

9,990

$ 1,543

$ 101,194

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 80% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Emerging Markets Fund of Funds:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Emerging Markets Fund of Funds (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the periods indicated, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Emerging Markets Fund of Funds's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Emerging Markets Fund of Funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class F

04/13/15

04/10/15

$0.033

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $39,829, or, if subsequently determined to be different, the net capital gain of such year.

Class F designates 1% of the dividends distributed in December, 2014 during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class F designates 70% and 95% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class F

12/30/14

$0.1638

$0.0288

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Emerging Markets Fund of Funds

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Acadian Asset Management, LLC (Acadian) and Pyramis Global Advisors, LLC (Pyramis) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Emerging Markets Fund of Funds

sae542

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the second quartile and that Class F had out-performed 50% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.25% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.10%, 0.10%, and 0.35%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.10% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Strategic Advisers Emerging Markets Fund of Funds

sae544

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

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

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

The Board noted that the total expenses of each of the retail class, Class L, and Class F were below, and the total expenses of Class N were above, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that certain of the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had proposed to waive 0.30% of its management fee through April 30, 2015 and also took into consideration Strategic Advisers' contractual reimbursement commitment.

Annual Report

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Adviser

Acadian Asset Management, LLC

M&G Investment Management Limited

Pyramis Global Advisors, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Boston, MA

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

RMF-F-ANN-0415
1.951485.102

Strategic Advisers®
Emerging Markets Fund of Funds -
Class L and Class N

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals) to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class LB

4.97%

1.77%

  Class NC

4.69%

1.66%

A From May 2, 2012.

B The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers Emerging Markets Fund of Funds, the original class of the fund.

C Class N shares bear a 0.25% 12b-1 fee. The initial offering of Class N shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers Emerging Markets Fund of Funds, the original class of the fund, which has no 12b-1 fee. Had Class N's 12b-1 fee been reflected, returns prior to November 12, 2013, would have been lower.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Emerging Markets Fund of Funds - Class L on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI Emerging Markets Index performed over the same period. See footnote B on the previous page for additional information regarding the performance of Class L.

sae557

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® Emerging Markets Fund of Funds: For the year, the Class L and Class N shares of Strategic Advisers® Emerging Markets Fund of Funds (the Fund) returned 4.97% and 4.69%, respectively, trailing the 5.38% gain of the MSCI Emerging Markets Index. Relative to the benchmark, Thornburg Developing World Fund's strategy was unrewarded due to poor security selection in consumer categories and energy, particularly in China and Taiwan. GMO Emerging Markets Fund also detracted, as its deep-value strategy emphasizing cyclical areas of the market was hampered by unsuccessful stock picks in information technology and consumer discretionary, primarily in China, India and Brazil. Oppenheimer Developing Markets Fund, which employs a quality-focused, core style, had weak selections in consumer staples, energy and technology, and was overweighted in poor-performing Russia. On the plus side, T. Rowe Price Emerging Markets Stock Fund was the top relative contributor, as its growth-oriented strategy delivered solid selections in financials and industrials, along with favorable positioning in materials. Acadian Emerging Markets Portfolio was another contributor. Acadian's quantitatively driven, value-oriented style yielded strong stock picks in financials, consumer discretionary and materials, most notably in Mexico, Turkey and Malaysia.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Emerging Markets

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.20

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class F

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.20

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class L

.10%

 

 

 

Actual

 

$ 1,000.00

$ 916.30

$ .48

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class N

.35%

 

 

 

Actual

 

$ 1,000.00

$ 915.10

$ 1.66

HypotheticalA

 

$ 1,000.00

$ 1,023.06

$ 1.76

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Acadian Emerging Markets Portfolio Institutional Class

17.4

16.4

Aberdeen Emerging Markets Fund Institutional Class

14.4

14.0

Lazard Emerging Markets Equity Portfolio Institutional Class

14.3

14.8

T. Rowe Price Emerging Markets Stock Fund

11.6

11.0

GMO Emerging Markets Fund Class IV

11.4

12.7

Fidelity Emerging Markets Fund

10.8

10.5

Thornburg Developing World Fund - Class I

5.9

6.4

Oppenheimer Developing Markets Fund Class Y

5.8

5.8

Parametric Emerging Markets Fund Institutional Class

5.2

5.1

iShares MSCI Emerging Markets Index ETF

2.2

2.4

 

99.0

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae559

Emerging Markets
Funds 100.0%

 

sae561

Emerging Markets
Funds 100.0%

 

sae563

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%*

 

sae565

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%*

 

sae567

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

* Amount represents less than 0.1%.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Equity Funds - 100.0%

Shares

Value

Emerging Markets Funds - 100.0%

Aberdeen Emerging Markets Fund Institutional Class

122,864

$ 1,754,501

Acadian Emerging Markets Portfolio Institutional Class

112,857

2,120,578

Fidelity Emerging Markets Fund (b)

52,107

1,317,796

GMO Emerging Markets Fund Class IV

137,030

1,384,003

iShares MSCI Emerging Markets Index ETF

6,657

270,873

Lazard Emerging Markets Equity Portfolio Institutional Class

99,172

1,733,522

Oppenheimer Developing Markets Fund Class Y

19,995

707,213

Parametric Emerging Markets Fund Institutional Class

43,640

626,240

SPDR S&P China ETF

1,452

119,209

T. Rowe Price Emerging Markets Stock Fund

41,796

1,413,114

Templeton Frontier Markets Fund - Advisor Class

64

897

Thornburg Developing World Fund - Class I

39,200

722,463

Wasatch Frontier Emerging Small Countries Fund

691

2,106

TOTAL EQUITY FUNDS

(Cost $12,242,106)


12,172,515

Money Market Funds - 0.2%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $18,351)

18,351


18,351

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $12,260,457)

12,190,866

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(20,097)

NET ASSETS - 100%

$ 12,170,769

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

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

(b) Affiliated Fund

Affiliated Underlying Funds

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Emerging Markets Fund

$ 1,127,009

$ 213,873

$ 100,454

$ 7,301

$ 1,317,796

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 Investment Valuation section in the accompanying Notes to Financial Statements.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $11,050,391)

$ 10,873,070

 

Affiliated issuers (cost $1,210,066)

1,317,796

 

Total Investments (cost $12,260,457)

 

$ 12,190,866

Receivable for fund shares sold

201,183

Prepaid expenses

6

Receivable from investment adviser for expense reductions

4,154

Other receivables

49

Total assets

12,396,258

 

 

 

Liabilities

Payable for investments purchased

$ 201,183

Distribution and service plan fees payable

21

Audit fees payable

20,320

Other affiliated payables

166

Other payables and accrued expenses

3,799

Total liabilities

225,489

 

 

 

Net Assets

$ 12,170,769

Net Assets consist of:

 

Paid in capital

$ 12,230,481

Distributions in excess of net investment income

(49)

Accumulated undistributed net realized gain (loss) on investments

9,928

Net unrealized appreciation (depreciation) on investments

(69,591)

Net Assets

$ 12,170,769

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($10,978,699 ÷ 1,092,963 shares)

$ 10.04

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($987,840 ÷ 98,347 shares)

$ 10.04

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($102,279 ÷ 10,177 shares)

$ 10.05

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($101,951 ÷ 10,147 shares)

$ 10.05

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 154,753

Affiliated issuers

 

7,301

Total income

 

162,054

 

 

 

Expenses

Management fee

$ 35,021

Transfer agent fees

1,216

Distribution and service plan fees

259

Accounting fees and expenses

1,457

Custodian fees and expenses

11,053

Independent trustees' compensation

129

Registration fees

39,008

Audit

36,054

Legal

79

Miscellaneous

631

Total expenses before reductions

124,907

Expense reductions

(113,040)

11,867

Net investment income (loss)

150,187

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(55,536)

Affiliated issuers

(1,018)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

98,602

 

Affiliated issuers

1,276

 

Total net realized gain (loss)

 

43,324

Change in net unrealized appreciation (depreciation) on investment securities

306,653

Net gain (loss)

349,977

Net increase (decrease) in net assets resulting from operations

$ 500,164

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 150,187

$ 130,026

Net realized gain (loss)

43,324

23,460

Change in net unrealized appreciation (depreciation)

306,653

(824,650)

Net increase (decrease) in net assets resulting
from operations

500,164

(671,164)

Distributions to shareholders from net investment income

(164,989)

(113,674)

Distributions to shareholders from net realized gain

(38,522)

(25,374)

Total distributions

(203,511)

(139,048)

Share transactions - net increase (decrease)

1,380,457

1,674,301

Redemption fees

82

748

Total increase (decrease) in net assets

1,677,192

864,837

 

 

 

Net Assets

Beginning of period

10,493,577

9,628,740

End of period (including distributions in excess of net investment income of $49 and undistributed net investment income of $16,360, respectively)

$ 12,170,769

$ 10,493,577

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

Annual Report

Financial Highlights - Emerging Markets

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.75

$ 10.53

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .13

  .13

  .14

Net realized and unrealized gain (loss)

  .34

  (.78)

  .53

Total from investment operations

  .47

  (.65)

  .67

Distributions from net investment income

  (.15)

  (.11)

  (.14)

Distributions from net realized gain

  (.04)

  (.03)

  -

Total distributions

  (.18)J

  (.13)I

  (.14)

Redemption fees added to paid in capital D, H

  -

  -

  -

Net asset value, end of period

$ 10.04

$ 9.75

$ 10.53

Total ReturnB, C

  4.86%

  (6.18)%

  6.71%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.07%

  1.25%

  1.14%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  1.29%

  1.29%

  1.71%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 10,979

$ 9,832

$ 9,475

Portfolio turnover rateG

  11%

  10%

  8% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period May 2, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.025 per share.

J Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.75

$ 10.53

$ 10.43

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .13

  .13

  .10

Net realized and unrealized gain (loss)

  .34

  (.78)

  .14

Total from investment operations

  .47

  (.65)

  .24

Distributions from net investment income

  (.15)

  (.11)

  (.14)

Distributions from net realized gain

  (.04)

  (.03)

  -

Total distributions

  (.18)J

  (.13)I

  (.14)

Redemption fees added to paid in capital D, H

  -

  -

  -

Net asset value, end of period

$ 10.04

$ 9.75

$ 10.53

Total ReturnB, C

  4.86%

  (6.18)%

  2.31%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.03%

  1.43%

  1.14%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  1.29%

  1.29%

  4.90%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 988

$ 466

$ 154

Portfolio turnover rateG

  11%

  10%

  8% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.13 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $.025 per share.

J Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.75

$ 10.13

Income from Investment Operations

 

 

Net investment income (loss) D

  .13

  .11

Net realized and unrealized gain (loss)

  .35

  (.36)

Total from investment operations

  .48

  (.25)

Distributions from net investment income

  (.15)

  (.11)

Distributions from net realized gain

  (.04)

  (.02)

Total distributions

  (.18)I

  (.13)

Redemption fees added to paid in capital D, H

  -

  -

Net asset value, end of period

$ 10.05

$ 9.75

Total ReturnB, C

  4.97%

  (2.56)%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.07%

  1.79%A

Expenses net of fee waivers, if any

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%A

Net investment income (loss)

  1.29%

  3.65%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 102

$ 97

Portfolio turnover rateG

  11%

  10%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.18 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.035 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.75

$ 10.13

Income from Investment Operations

 

 

Net investment income (loss) D

  .11

  .10

Net realized and unrealized gain (loss)

  .34

  (.36)

Total from investment operations

  .45

  (.26)

Distributions from net investment income

  (.12)

  (.10)

Distributions from net realized gain

  (.04)

  (.02)

Total distributions

  (.15)I

  (.12)

Redemption fees added to paid in capital D, H

  -

  -

Net asset value, end of period

$ 10.05

$ 9.75

Total ReturnB, C

  4.69%

  (2.59)%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.32%

  2.05%A

Expenses net of fee waivers, if any

  .35%

  .35%A

Expenses net of all reductions

  .35%

  .35%A

Net investment income (loss)

  1.04%

  3.40%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 102

$ 97

Portfolio turnover rateG

  11%

  10%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

I Total distributions of $.15 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.035 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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 a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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. Income and capital gain distributions from the Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions from the Underlying Funds and ETFs that are deemed to be return of capital are recorded as a reduction of cost of investments.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan.

The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. During the period, the Fund incurred an excise tax liability on undistributed net investment income, which is included in Miscellaneous expense on the Statement of Operations. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, deferred trustee compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 359,647

Gross unrealized depreciation

(458,974)

Net unrealized appreciation (depreciation) on securities

$ (99,327)

 

 

Tax Cost

$ 12,290,193

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 39,665

Net unrealized appreciation (depreciation) on securities and other investments

$ (99,327)

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 173,014

$ 113,674

Long-term Capital Gains

30,497

25,374

Total

$ 203,511

$ 139,048

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $2,690,939 and $1,231,759, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

will not exceed 1.25% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .30% of the Fund's average net assets.

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

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

In March 2015, the Board of Trustees approved the appointment of M&G Investments as an additional sub-adviser for the Fund.

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

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 259

$ 259

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Emerging Markets

$ 1,206

.01

Class L

5

.00

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Class-Level Average
Net Assets

Class N

$ 5

.00

 

$ 1,216

 

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

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $35,021.

The investment adviser has also contractually agreed to reimburse Emerging Markets, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Emerging Markets

.10%

$ 71,810

Class F

.10%

4,215

Class L

.10%

688

Class N

.35%

687

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions - continued

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $81 for the period.

In addition, an affiliate of the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $538.

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net investment income

 

 

Emerging Markets

$ 150,910

$ 106,936

Class F

11,431

4,646

Class L

1,455

1,066

Class N

1,193

1,026

Total

$ 164,989

$ 113,674

From net realized gain

 

 

Emerging Markets

$ 35,871

$ 24,190

Class F

1,951

848

Class L

350

168

Class N

350

168

Total

$ 38,522

$ 25,374

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

8. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Emerging Markets

 

 

 

 

Shares sold

166,658

179,201

$ 1,723,851

$ 1,826,852

Reinvestment of distributions

18,973

13,012

186,781

131,126

Shares redeemed

(101,526)

(83,302)

(1,053,925)

(821,441)

Net increase (decrease)

84,105

108,911

$ 856,707

$ 1,136,537

Annual Report

8. Share Transactions - continued

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Emerging Markets

 

 

 

 

Class F

 

 

 

 

Shares sold

54,370

37,710

$ 560,712

$ 379,016

Reinvestment of distributions

1,363

545

13,382

5,494

Shares redeemed

(5,246)

(4,980)

(53,692)

(49,174)

Net increase (decrease)

50,487

33,275

$ 520,402

$ 335,336

Class L

 

 

 

 

Shares sold

-

9,871

$ -

$ 100,000

Reinvestment of distributions

183

123

1,805

1,234

Net increase (decrease)

183

9,994

$ 1,805

$ 101,234

Class N

 

 

 

 

Shares sold

-

9,871

$ -

$ 100,000

Reinvestment of distributions

157

119

1,543

1,194

Net increase (decrease)

157

9,990

$ 1,543

$ 101,194

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 80% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Emerging Markets Fund of Funds:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Emerging Markets Fund of Funds (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the periods indicated, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Emerging Markets Fund of Funds's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Emerging Markets Fund of Funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class L

04/13/15

04/10/15

$0.033

Class N

04/13/15

04/10/15

$0.033

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $39,829, or, if subsequently determined to be different, the net capital gain of such year.

Class L and Class N designates 1% of the dividends distributed in December, 2014 during the fiscal year as qualifying for the dividends -received deduction for corporate shareholders.

Class L designates 70% and 95%; and Class N designates 91%, and 100%; of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class L

12/30/14

$0.1638

$0.0288

Class N

12/30/14

$0.1418

$0.0288

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Emerging Markets Fund of Funds

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Acadian Asset Management, LLC (Acadian) and Pyramis Global Advisors, LLC (Pyramis) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Emerging Markets Fund of Funds

sae569

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the second quartile and that Class F had out-performed 50% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.25% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.10%, 0.10%, and 0.35%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.10% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Strategic Advisers Emerging Markets Fund of Funds

sae571

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

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

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

The Board noted that the total expenses of each of the retail class, Class L, and Class F were below, and the total expenses of Class N were above, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that certain of the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees under such contracts would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had proposed to waive 0.30% of its management fee through April 30, 2015 and also took into consideration Strategic Advisers' contractual reimbursement commitment.

Annual Report

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Acadian Asset Management LLC

M&G Investment Management Limited

Pyramis Global Advisors, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Boston, MA

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

RMF-L-RMF-N-ANN-0415
1.9585957.101

Strategic Advisers® International Fund

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

Annual Report

February 28, 2015sae573


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Past 5
years

Life of
fund
A

Strategic Advisers® International Fund

0.85%

8.67%

4.27%

A From March 23, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® International Fund on March 23, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.

sae586

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® International Fund: For the year, Strategic Advisers® International Fund (the Fund) rose 0.85%, outpacing the 0.10% gain of the MSCI EAFE Index. Relative to the benchmark, sub-adviser Massachusetts Financial Services' (MFS) International Value strategy was the top relative contributor. MFS's quality-focused all-cap approach delivered solid security selection in Europe, as well as beneficial overall positioning in strong-performing Japan and the United States, the latter of which was outside the benchmark. Our position in the iShares® MSCI Japan ETF - which we held to partially offset the Fund's aggregate underweighting in the country - was another notable contributor. Henderson International Opportunities Fund also aided performance, thanks to favorable positioning in information technology and an overweighting in consumer discretionary, primarily in Europe. On the downside, Manning & Napier World Opportunities Fund was the biggest relative detractor, due to poor stock picks across several sectors, along with an overweighting in energy. Sub-adviser Causeway Capital Management's performance was dampened by weak stock choices in financials and industrials, coupled with an overweighting in energy, primarily in France, Spain and Singapore. We hired Thompson, Siegel & Walmsley as a sub-adviser in September.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees 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 (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds 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 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.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Actual

.16%

$ 1,000.00

$ 1,005.10

$ .80

Hypothetical A

 

$ 1,000.00

$ 1,024.00

$ .80

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Harbor International Fund Institutional Class

9.0

9.3

Fidelity International Discovery Fund

7.0

6.9

Fidelity Diversified International Fund

5.2

5.1

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

4.9

5.2

Oakmark International Fund Class I

4.9

4.9

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

4.5

5.5

Artisan International Value Fund Investor Class

3.5

3.5

Henderson International Opportunities Fund Class A

3.5

3.4

iShares MSCI Japan ETF

3.1

3.0

Fidelity Overseas Fund

3.0

2.9

 

48.6

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae588

Stocks 25.3%

 

sae590

Stocks 23.4%

 

sae592

Europe Stock Funds 5.7%

 

sae594

Europe Stock Funds 4.6%

 

sae596

Foreign Large
Blend Funds 35.0%

 

sae598

Foreign Large
Blend Funds 49.3%

 

sae600

Foreign Large
Growth Funds 17.6%

 

sae602

Foreign Large
Growth Funds 4.9%

 

sae604

Foreign Large
Value Funds 1.2%

 

sae606

Foreign Large
Value Funds 1.2%

 

sae608

Foreign Small Mid Growth Funds 0.5%

 

sae610

Foreign Small Mid Growth Funds 0.6%

 

sae612

Foreign Small Mid
Blend Funds 1.3%

 

sae614

Foreign Small Mid
Blend Funds 1.4%

 

sae616

Other 6.0%

 

sae618

Other 6.1%

 

sae620

Sector Funds 0.9%

 

sae622

Sector Funds 0.9%

 

sae624

Short-Term
Investments and
Net Other Assets (Liabilities) 6.5%

 

sae626

Short-Term
Investments and
Net Other Assets (Liabilities) 7.6%

 

sae628

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 25.0%

Shares

Value

CONSUMER DISCRETIONARY - 3.1%

Auto Components - 0.3%

Aisin Seiki Co. Ltd.

131,300

$ 4,834,913

Autoliv, Inc.

158,010

17,776,125

Compagnie Plastic Omnium

49,571

1,509,127

Continental AG

42,261

10,087,420

DENSO Corp.

651,200

30,582,584

Michelin CGDE Series B

38,900

3,742,799

Valeo SA

40,095

6,034,788

 

74,567,756

Automobiles - 0.6%

Bayerische Motoren Werke AG (BMW)

59,411

7,512,678

Brilliance China Automotive Holdings Ltd.

786,000

1,542,448

Daimler AG (Germany)

220,269

21,324,025

Fuji Heavy Industries Ltd.

383,800

13,029,148

Honda Motor Co. Ltd.

747,600

24,727,040

Hyundai Motor Co.

189,705

27,651,781

Mahindra & Mahindra Ltd. (a)

53,840

1,118,121

Maruti Suzuki India Ltd. (a)

40,015

2,348,517

Tata Motors Ltd. (a)

402,878

3,765,197

Toyota Motor Corp.

499,300

33,749,794

 

136,768,749

Distributors - 0.0%

Inchcape PLC

442,400

5,026,874

Diversified Consumer Services - 0.0%

Kroton Educacional SA

147,800

540,957

Hotels, Restaurants & Leisure - 0.7%

Carnival PLC

642,686

28,931,312

Compass Group PLC

3,505,242

62,341,262

InterContinental Hotel Group PLC

105,483

4,303,354

Kangwon Land, Inc.

108,055

3,336,515

MGM China Holdings Ltd.

2,043,200

4,731,410

Sands China Ltd.

1,593,600

7,273,710

SJM Holdings Ltd.

2,326,000

3,364,929

TUI AG

234,900

4,253,153

Whitbread PLC

368,489

29,895,261

Yum! Brands, Inc.

179,936

14,594,609

 

163,025,515

Household Durables - 0.1%

Casio Computer Co. Ltd.

46,000

805,216

Coway Co. Ltd.

12,088

946,305

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Nikon Corp.

1,883,400

$ 24,324,790

Sony Corp.

221,200

6,249,794

Taylor Wimpey PLC

274,110

611,502

Techtronic Industries Co. Ltd.

553,000

1,914,445

 

34,852,052

Internet & Catalog Retail - 0.0%

Vipshop Holdings Ltd. ADR (a)

140,491

3,435,005

Leisure Products - 0.0%

Sankyo Co. Ltd. (Gunma)

117,900

4,444,966

Yamaha Corp.

287,200

4,864,094

 

9,309,060

Media - 0.7%

Fuji Media Holdings, Inc.

536,800

7,592,607

ITV PLC

3,398,246

11,820,099

Naspers Ltd. Class N

22,424

3,291,089

Nippon Television Network Corp.

359,700

5,950,648

ProSiebenSat.1 Media AG

326,526

16,039,186

realestate.com.au Ltd.

39,987

1,531,359

Reed Elsevier NV

2,800,795

69,445,317

Reed Elsevier PLC

293,332

5,050,720

Sky PLC

396,400

6,098,402

Telenet Group Holding NV (a)

49,578

2,843,363

UBM PLC

932,673

7,811,497

WPP PLC

1,085,075

25,636,425

 

163,110,712

Multiline Retail - 0.1%

Dollarama, Inc.

58,362

2,918,800

Next PLC

67,391

7,797,918

Ryohin Keikaku Co. Ltd.

39,700

5,173,860

 

15,890,578

Specialty Retail - 0.3%

Esprit Holdings Ltd.

10,344,000

10,696,367

Fielmann AG

21,724

1,504,561

H&M Hennes & Mauritz AB (B Shares)

316,719

13,820,604

Kingfisher PLC

5,458,146

30,776,491

Nitori Holdings Co. Ltd.

130,100

8,613,517

USS Co. Ltd.

781,900

13,817,652

 

79,229,192

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.3%

Global Brands Group Holding Ltd. (a)

19,644,000

$ 3,368,643

Hermes International SCA

8,081

2,607,561

Japan Tobacco, Inc.

1,426,600

44,983,366

Li & Fung Ltd.

3,054,000

3,122,595

LVMH Moet Hennessy - Louis Vuitton SA

99,115

18,178,910

 

72,261,075

TOTAL CONSUMER DISCRETIONARY

758,017,525

CONSUMER STAPLES - 2.9%

Beverages - 0.4%

Asahi Group Holdings

92,900

2,870,678

Carlsberg A/S Series B

75,300

6,442,123

Davide Campari-Milano SpA

334,000

2,259,396

Embotelladoras Arca S.A.B. de CV (a)

277,218

1,760,156

Heineken Holding NV

76,700

5,336,122

Heineken NV (Bearer)

334,747

26,161,968

ITO EN Ltd.

145,800

3,029,959

Pernod Ricard SA

411,381

48,774,708

 

96,635,110

Food & Staples Retailing - 0.1%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

120,966

4,667,946

Metro AG

187,200

6,261,965

Sundrug Co. Ltd.

197,300

9,698,006

Tsuruha Holdings, Inc.

36,200

2,445,108

 

23,073,025

Food Products - 1.0%

Danone SA

1,168,600

81,361,847

M. Dias Branco SA

200,725

5,868,842

Nestle SA

1,560,493

121,958,457

Saputo, Inc.

130,566

3,793,422

Toyo Suisan Kaisha Ltd.

244,000

8,709,551

Unilever NV (Certificaten Van Aandelen) (Bearer)

412,994

17,948,201

Unilever PLC

378,142

16,678,603

Viscofan Envolturas Celulosicas SA

21,150

1,304,338

 

257,623,261

Household Products - 0.5%

Colgate-Palmolive Co.

442,132

31,311,788

Hindustan Unilever Ltd.

335,683

4,829,817

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - continued

Reckitt Benckiser Group PLC

916,113

$ 82,690,051

Svenska Cellulosa AB (SCA) (B Shares)

184,400

4,587,329

 

123,418,985

Personal Products - 0.4%

Kao Corp.

1,206,500

53,958,412

Kobayashi Pharmaceutical Co. Ltd.

171,500

11,755,904

Kose Corp.

195,100

9,948,673

L'Oreal SA

97,838

17,764,041

 

93,427,030

Tobacco - 0.5%

British American Tobacco PLC (United Kingdom)

1,331,090

77,605,245

Imperial Tobacco Group PLC

140,600

6,930,895

KT&G Corp.

367,402

26,693,210

 

111,229,350

TOTAL CONSUMER STAPLES

705,406,761

ENERGY - 1.3%

Energy Equipment & Services - 0.2%

Noble Corp.

216,300

3,599,232

Technip SA

513,271

33,440,166

Tecnicas Reunidas SA

269,438

11,168,101

 

48,207,499

Oil, Gas & Consumable Fuels - 1.1%

BG Group PLC

2,466,884

36,319,119

BP PLC sponsored ADR

119,200

4,939,648

Cairn Energy PLC (a)

2,544,956

7,995,577

Canadian Natural Resources Ltd.

268,769

7,817,327

Cenovus Energy, Inc.

181,295

3,128,176

CNOOC Ltd.

16,012,000

22,908,435

Dragon Oil PLC

257,539

2,145,061

Enbridge, Inc.

201,705

9,379,339

Eni SpA

338,600

6,311,342

Galp Energia SGPS SA Class B

517,171

6,079,666

Imperial Oil Ltd.

386,600

14,918,474

INPEX Corp.

1,294,700

15,352,409

Oil Search Ltd. ADR

967,182

6,166,969

Peyto Exploration & Development Corp.

66,997

1,873,622

Reliance Industries Ltd. sponsored GDR (d)

243,698

6,799,174

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Repsol YPF SA

394,854

$ 7,633,155

Royal Dutch Shell PLC:

Class A (Netherlands)

147,624

4,819,997

Class A (United Kingdom)

1,715,127

55,876,254

Suncor Energy, Inc.

341,300

10,246,371

Total SA

827,400

44,451,802

 

275,161,917

TOTAL ENERGY

323,369,416

FINANCIALS - 5.6%

Banks - 2.6%

Australia & New Zealand Banking Group Ltd.

294,385

8,129,346

Axis Bank Ltd. (a)

719,829

6,629,397

Banco Bilbao Vizcaya Argentaria SA

431,692

4,318,612

Bank of Ireland (a)

16,065,599

6,100,158

Bankinter SA

565,361

4,421,711

Barclays PLC

9,789,349

38,764,175

BNP Paribas SA

836,269

48,747,219

BOC Hong Kong (Holdings) Ltd.

2,319,000

8,177,706

Chiba Bank Ltd.

703,000

5,294,905

China Merchants Bank Co. Ltd. (H Shares)

1,710,500

3,903,640

Credicorp Ltd. (United States)

24,390

3,541,916

DBS Group Holdings Ltd.

1,126,200

16,171,797

DNB ASA

1,283,249

20,890,742

Erste Group Bank AG

307,394

8,056,228

First Gulf Bank PJSC

295,187

1,434,605

HDFC Bank Ltd.

354,215

6,813,291

HDFC Bank Ltd. sponsored ADR

101,685

6,305,487

HSBC Holdings PLC:

(Hong Kong)

4,192,100

37,557,302

(United Kingdom)

5,043,790

44,961,292

ING Groep NV (Certificaten Van Aandelen) (a)

3,224,039

47,822,809

Intesa Sanpaolo SpA

9,125,015

30,448,523

Joyo Bank Ltd.

993,000

5,329,204

Jyske Bank A/S (Reg.) (a)

68,936

2,984,498

Kasikornbank PCL:

NVDR

863,600

5,796,511

(For. Reg.)

344,000

2,298,299

KBC Groupe SA

603,538

36,619,602

Lloyds Banking Group PLC

23,397,834

28,501,638

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

Mitsubishi UFJ Financial Group, Inc.

3,566,500

$ 23,228,454

North Pacific Bank Ltd.

1,034,000

4,045,241

PT Bank Rakyat Indonesia Tbk

3,440,100

3,426,792

Resona Holdings, Inc.

1,084,300

6,087,489

Royal Bank of Scotland Group PLC (a)

4,015,326

22,694,383

Sberbank of Russia sponsored ADR

635,890

3,272,290

Standard Chartered PLC (United Kingdom)

837,722

12,816,773

Sumitomo Mitsui Financial Group, Inc.

1,776,400

70,778,125

Swedbank AB (A Shares)

353,432

9,199,322

Sydbank A/S

137,597

4,291,911

The Hachijuni Bank Ltd.

690,000

5,162,382

The Suruga Bank Ltd.

221,000

4,644,464

The Toronto-Dominion Bank

69,529

3,047,908

UniCredit SpA

822,317

5,470,671

Westpac Banking Corp.

1,012,453

30,115,715

 

648,302,533

Capital Markets - 0.6%

Banca Generali SpA

91,311

2,585,194

Cetip SA - Mercados Organizado

103,600

1,255,426

CI Financial Corp.

133,231

3,742,959

Credit Suisse Group AG

602,421

14,694,165

Daiwa Securities Group, Inc.

1,845,300

14,884,263

GAM Holding Ltd.

313,100

6,108,627

Julius Baer Group Ltd.

415,564

19,183,901

Macquarie Group Ltd.

26,744

1,522,611

Partners Group Holding AG

21,852

6,710,204

UBS Group AG

4,386,083

77,061,824

 

147,749,174

Consumer Finance - 0.1%

AEON Financial Service Co. Ltd.

405,500

9,304,890

Provident Financial PLC

41,517

1,759,436

 

11,064,326

Diversified Financial Services - 0.2%

Challenger Ltd.

970,200

5,321,962

First Pacific Co. Ltd.

3,264,000

3,320,478

FirstRand Ltd.

535,987

2,457,918

Fubon Financial Holding Co. Ltd.

2,526,000

4,498,950

Hong Kong Exchanges and Clearing Ltd.

102,700

2,370,265

IG Group Holdings PLC

1,258,937

14,207,788

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - continued

Investor AB (B Shares)

205,100

$ 8,160,210

ORIX Corp.

1,099,300

15,590,073

 

55,927,644

Insurance - 1.5%

Admiral Group PLC

156,300

3,559,230

Ageas

104,000

3,746,893

AIA Group Ltd.

7,275,400

42,822,405

Allianz SE

39,400

6,597,631

Amlin PLC

624,757

5,107,192

Aviva PLC

4,497,613

37,233,930

AXA SA

1,081,948

27,472,006

BB Seguridade Participacoes SA

317,000

3,618,071

Catlin Group Ltd.

61,183

646,561

Delta Lloyd NV

168,000

3,049,366

Euler Hermes SA

44,423

4,907,028

Fairfax Financial Holdings Ltd. (sub. vtg.)

55,163

28,947,227

Friends Life Group Ltd.

596,800

3,787,751

Gjensidige Forsikring ASA

81,700

1,423,826

Hiscox Ltd.

1,581,426

19,312,143

Jardine Lloyd Thompson Group PLC

496,532

7,347,582

MAPFRE SA (Reg.)

856,385

3,008,222

MS&AD Insurance Group Holdings, Inc.

336,400

9,288,436

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

940,000

10,453,467

Prudential PLC

1,401,646

35,176,064

Sampo Oyj (A Shares)

311,467

15,719,476

Sanlam Ltd.

219,603

1,423,048

Sony Financial Holdings, Inc.

1,005,900

15,236,705

Talanx AG

113,800

3,652,974

Zurich Insurance Group AG

224,363

71,732,147

 

365,269,381

Real Estate Investment Trusts - 0.1%

Derwent London PLC

30,702

1,587,876

Fibra Uno Administracion SA de CV

686,600

1,928,597

Intu Properties PLC

1,302,187

7,106,698

Unibail-Rodamco

25,277

7,286,532

 

17,909,703

Real Estate Management & Development - 0.5%

Brookfield Asset Management, Inc.

108,522

5,890,574

Cheung Kong Holdings Ltd.

635,900

12,585,504

China Overseas Land and Investment Ltd.

1,148,000

3,500,632

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Daito Trust Construction Co. Ltd.

22,200

$ 2,400,476

Deutsche Annington Immobilien SE

450,198

17,368,301

Deutsche Wohnen AG (Bearer)

1,109,947

30,598,793

Emaar Properties PJSC

845,179

1,737,371

GAGFAH SA

497,346

11,722,397

LEG Immobilien AG

131,347

10,801,844

Sumitomo Realty & Development Co. Ltd.

187,000

6,426,391

TAG Immobilien AG

595,528

8,010,436

 

111,042,719

Thrifts & Mortgage Finance - 0.0%

Housing Development Finance Corp. Ltd.

238,479

5,211,358

TOTAL FINANCIALS

1,362,476,838

HEALTH CARE - 2.7%

Biotechnology - 0.0%

Actelion Ltd.

50,400

6,032,034

Health Care Equipment & Supplies - 0.2%

Coloplast A/S Series B

42,410

3,386,618

Essilor International SA

52,713

6,161,347

Nihon Kohden Corp.

161,100

8,282,257

Sonova Holding AG Class B

10,787

1,494,690

Sysmex Corp.

101,600

5,452,640

Terumo Corp.

699,500

19,296,552

 

44,074,104

Health Care Technology - 0.0%

M3, Inc.

98,800

2,195,280

Life Sciences Tools & Services - 0.0%

Eurofins Scientific SA

7,761

2,105,665

ICON PLC (a)

25,591

1,766,035

Lonza Group AG

13,853

1,707,377

Morphosys AG (a)

16,712

1,392,892

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

41,662

1,664,397

 

8,636,366

Pharmaceuticals - 2.5%

Astellas Pharma, Inc.

798,900

12,695,581

AstraZeneca PLC (United Kingdom)

79,740

5,495,188

Bayer AG

703,589

103,969,735

BTG PLC (a)

208,324

2,439,495

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Daiichi Sankyo Kabushiki Kaisha

270,100

$ 4,226,769

GlaxoSmithKline PLC

3,076,460

72,946,999

Hikma Pharmaceuticals PLC

48,337

1,845,478

Merck KGaA

38,100

3,931,021

Novartis AG

1,401,386

143,325,491

Novo Nordisk A/S Series B

202,885

9,708,975

Roche Holding AG (participation certificate)

387,589

105,613,937

Sanofi SA

520,776

50,936,257

Santen Pharmaceutical Co. Ltd.

591,600

39,613,091

Shire PLC

143,747

11,596,227

Sun Pharmaceutical Industries Ltd. (a)

479,074

6,828,830

Teva Pharmaceutical Industries Ltd. sponsored ADR

280,785

16,010,361

UCB SA

27,986

2,140,567

Valeant Pharmaceuticals International (Canada) (a)

77,178

15,204,085

 

608,528,087

TOTAL HEALTH CARE

669,465,871

INDUSTRIALS - 3.1%

Aerospace & Defense - 0.1%

Cobham PLC

4,284,219

22,574,236

Air Freight & Logistics - 0.3%

Bollore Group

770,000

4,225,622

Kintetsu World Express, Inc.

28,100

1,275,511

PostNL NV (a)

2,976,594

13,290,520

Yamato Holdings Co. Ltd.

2,456,500

57,498,015

 

76,289,668

Airlines - 0.3%

easyJet PLC

289,755

7,747,899

International Consolidated Airlines Group SA CDI (a)

3,757,591

33,646,710

Japan Airlines Co. Ltd.

212,400

6,534,019

Ryanair Holdings PLC sponsored ADR

215,900

13,677,265

 

61,605,893

Building Products - 0.1%

ASSA ABLOY AB (B Shares)

83,676

5,023,370

Daikin Industries Ltd.

119,800

7,808,406

Geberit AG (Reg.)

46,792

16,668,132

 

29,499,908

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 0.2%

Babcock International Group PLC

157,106

$ 2,449,736

Brambles Ltd.

4,325,564

37,517,952

Intrum Justitia AB

46,376

1,316,685

Secom Co. Ltd.

79,600

4,955,329

 

46,239,702

Construction & Engineering - 0.2%

Balfour Beatty PLC

2,411,434

9,337,014

JGC Corp.

1,294,000

26,545,254

Koninklijke Boskalis Westminster NV

77,200

3,587,372

 

39,469,640

Electrical Equipment - 0.5%

Fuji Electric Co. Ltd.

216,000

1,040,050

Legrand SA

988,248

54,631,407

Nidec Corp.

60,800

4,106,277

Prysmian SpA

200,500

4,011,727

Schneider Electric SA

777,368

62,616,385

 

126,405,846

Industrial Conglomerates - 0.2%

Bidvest Group Ltd.

90,304

2,489,949

DCC PLC (United Kingdom)

68,000

4,062,796

Hutchison Whampoa Ltd.

1,136,000

15,555,223

Koninklijke Philips Electronics NV

231,400

6,918,075

Sembcorp Industries Ltd.

65,748

204,068

Siemens AG

276,599

30,919,197

 

60,149,308

Machinery - 0.5%

Atlas Copco AB (A Shares)

1,154,553

37,238,731

Fanuc Corp.

48,100

9,225,952

Glory Ltd.

206,500

5,558,454

Joy Global, Inc.

221,803

9,830,309

Komatsu Ltd.

1,052,500

21,903,438

Kone Oyj (B Shares)

112,168

5,168,980

Minebea Ltd.

219,822

3,318,692

Mitsubishi Heavy Industries Ltd.

627,100

3,474,016

Schindler Holding AG (participation certificate)

152,604

25,179,220

Sembcorp Marine Ltd.

1,522,610

3,340,503

SMC Corp.

18,100

5,034,713

Tadano Ltd.

79,000

1,022,955

 

130,295,963

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Professional Services - 0.1%

Capita Group PLC

190,628

$ 3,496,296

Michael Page International PLC

1,802,443

13,969,162

Recruit Holdings Co. Ltd. (a)

42,700

1,336,773

SGS SA (Reg.)

2,784

5,633,121

Temp Holdings Co., Ltd.

43,200

1,453,542

 

25,888,894

Road & Rail - 0.1%

Asciano Ltd.

1,286,900

6,516,182

Canadian National Railway Co.

47,890

3,307,977

Canadian Pacific Railway Ltd.

16,254

3,043,806

East Japan Railway Co.

205,800

17,263,975

 

30,131,940

Trading Companies & Distributors - 0.4%

Ashtead Group PLC

270,292

4,965,755

Brenntag AG

384,430

22,477,761

Bunzl PLC

1,215,189

35,570,278

Mitsubishi Corp.

696,100

13,910,362

Noble Group Ltd.

7,367,500

5,270,802

Rexel SA

385,500

7,532,135

 

89,727,093

Transportation Infrastructure - 0.1%

Abertis Infraestructuras SA

164,678

3,215,737

Adani Ports & Special Economic Zone

323,266

1,815,324

China Merchants Holdings International Co. Ltd.

3,983,772

15,152,695

SIA Engineering Co. Ltd.

487,000

1,518,692

 

21,702,448

TOTAL INDUSTRIALS

759,980,539

INFORMATION TECHNOLOGY - 2.4%

Communications Equipment - 0.2%

Telefonaktiebolaget LM Ericsson (B Shares)

4,517,738

58,342,422

Electronic Equipment & Components - 0.5%

China High Precision Automation Group Ltd. (a)

1,073,000

41,504

Flextronics International Ltd. (a)

495,700

6,037,626

Halma PLC

1,304,427

14,348,607

Hexagon AB (B Shares)

71,154

2,569,806

Hirose Electric Co. Ltd.

110,700

14,537,906

Hitachi Ltd.

6,191,300

42,336,329

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Hoya Corp.

197,600

$ 7,974,203

Ingenico SA

14,518

1,617,001

Keyence Corp.

17,400

8,887,273

Largan Precision Co. Ltd.

42,000

3,579,925

Murata Manufacturing Co. Ltd.

107,700

13,275,122

OMRON Corp.

135,100

5,963,034

Spectris PLC

233,721

7,855,273

 

129,023,609

Internet Software & Services - 0.1%

Alibaba Group Holding Ltd. sponsored ADR

28,427

2,419,706

Baidu.com, Inc. sponsored ADR (a)

16,807

3,424,426

NetEase, Inc. sponsored ADR

36,014

3,602,841

Tencent Holdings Ltd.

436,700

7,619,432

YY, Inc. ADR (a)

22,267

1,173,248

 

18,239,653

IT Services - 0.6%

Accenture PLC Class A

114,563

10,314,107

Amadeus IT Holding SA Class A

867,452

35,771,112

Cap Gemini SA

57,996

4,690,354

Cognizant Technology Solutions Corp. Class A (a)

284,201

17,758,299

Computershare Ltd.

1,814,505

17,836,606

HCL Technologies Ltd.

141,278

4,632,975

Infosys Ltd.

153,784

5,650,719

Nomura Research Institute Ltd.

1,065,800

37,286,295

OBIC Co. Ltd.

341,200

12,678,236

SCSK Corp.

51,600

1,416,978

Tech Mahindra Ltd.

34,817

1,601,266

Wirecard AG

32,217

1,486,802

 

151,123,749

Semiconductors & Semiconductor Equipment - 0.6%

Altera Corp.

132,969

4,921,183

ams AG

19,645

868,555

Analog Devices, Inc.

373,638

21,872,769

ARM Holdings PLC

30,009

534,032

ASM International NV (Netherlands)

107,766

4,882,914

Infineon Technologies AG

1,800,815

20,847,265

MediaTek, Inc.

1,560,000

23,467,973

NXP Semiconductors NV (a)

75,086

6,374,426

SK Hynix, Inc. (a)

93,730

3,966,741

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,979,008

48,545,066

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Texas Instruments, Inc.

154,627

$ 9,092,068

Xilinx, Inc.

114,220

4,839,501

 

150,212,493

Software - 0.2%

Check Point Software Technologies Ltd. (a)

120,870

10,091,436

Constellation Software, Inc.

4,156

1,399,629

Dassault Systemes SA

238,105

16,661,206

SAP AG

298,857

21,013,739

 

49,166,010

Technology Hardware, Storage & Peripherals - 0.2%

Fujifilm Holdings Corp.

200,600

6,913,049

Lenovo Group Ltd.

3,560,000

5,489,775

NEC Corp.

547,000

1,664,435

Neopost SA

191,444

10,326,147

Samsung Electronics Co. Ltd.

11,875

14,634,664

Seiko Epson Corp.

95,800

3,519,674

 

42,547,744

TOTAL INFORMATION TECHNOLOGY

598,655,680

MATERIALS - 1.8%

Chemicals - 1.4%

Akzo Nobel NV

1,188,680

88,324,772

Arkema SA

64,500

4,830,200

Asahi Kasei Corp.

887,000

9,164,740

Asian Paints India Ltd.

167,115

2,187,630

BASF AG

48,055

4,605,910

Clariant AG (Reg.)

1,131,998

20,494,347

Daicel Chemical Industries Ltd.

91,300

1,184,515

Denki Kagaku Kogyo KK

973,000

3,790,328

Givaudan SA

21,758

41,788,323

HEXPOL AB (B Shares)

15,127

1,623,925

Israel Corp. Ltd. (Class A)

7,900

2,687,243

Johnson Matthey PLC

71,500

3,763,034

JSR Corp.

1,104,700

20,214,740

Kuraray Co. Ltd.

429,100

5,900,685

Linde AG

293,530

59,716,709

Novozymes A/S Series B

69,252

3,359,580

Shin-Etsu Chemical Co., Ltd.

431,200

29,568,515

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

Sigma Aldrich Corp.

101,633

$ 14,031,452

Symrise AG

446,822

28,420,918

 

345,657,566

Construction Materials - 0.0%

Ultratech Cemco Ltd. (a)

32,283

1,636,588

Containers & Packaging - 0.1%

Rexam PLC

1,148,816

9,861,214

Smurfit Kappa Group PLC

340,184

9,530,397

 

19,391,611

Metals & Mining - 0.3%

BHP Billiton PLC ADR

81,000

4,066,200

Glencore Xstrata PLC

1,688,354

7,826,212

Iluka Resources Ltd.

1,463,484

8,988,432

Rio Tinto PLC

1,039,338

51,150,572

 

72,031,416

TOTAL MATERIALS

438,717,181

TELECOMMUNICATION SERVICES - 1.5%

Diversified Telecommunication Services - 0.3%

BT Group PLC

2,936,086

20,585,816

Hellenic Telecommunications Organization SA (a)

503,109

5,010,737

Koninklijke KPN NV

1,792,690

6,110,333

Nippon Telegraph & Telephone Corp.

106,300

6,625,509

TDC A/S

1,604,955

12,695,906

Telenor ASA

103,130

2,069,044

Telstra Corp. Ltd.

1,857,452

9,245,501

 

62,342,846

Wireless Telecommunication Services - 1.2%

Advanced Info Service PCL (For. Reg.)

322,300

2,322,793

China Mobile Ltd.

3,299,017

44,768,210

KDDI Corp.

1,923,000

133,263,699

Mobile TeleSystems OJSC (a)

658,464

2,655,505

MTN Group Ltd.

210,563

3,729,545

Philippine Long Distance Telephone Co.

67,560

4,849,608

SK Telecom Co. Ltd.

169,208

44,263,640

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

SoftBank Corp.

71,200

$ 4,397,356

Vodafone Group PLC

18,493,780

64,012,729

 

304,263,085

TOTAL TELECOMMUNICATION SERVICES

366,605,931

UTILITIES - 0.6%

Electric Utilities - 0.1%

Scottish & Southern Energy PLC

936,058

22,731,944

Gas Utilities - 0.2%

APA Group unit

1,664,016

11,949,409

China Resources Gas Group Ltd.

3,278,000

8,106,455

ENN Energy Holdings Ltd.

162,000

859,524

Tokyo Gas Co. Ltd.

2,303,000

14,019,182

 

34,934,570

Independent Power Producers & Renewable Electricity Producers - 0.0%

Electric Power Development Co. Ltd.

84,800

2,831,983

Kenon Holdings Ltd. (a)

55,300

992,317

 

3,824,300

Multi-Utilities - 0.3%

Canadian Utilities Ltd. Class A (non-vtg.)

233,168

7,749,884

Centrica PLC

1,844,562

6,956,997

GDF Suez

2,103,967

46,794,580

National Grid PLC

449,300

6,145,819

Veolia Environnement SA

336,400

6,547,129

 

74,194,409

Water Utilities - 0.0%

Guangdong Investment Ltd.

3,873,200

4,988,946

TOTAL UTILITIES

140,674,169

TOTAL COMMON STOCKS

(Cost $5,195,663,424)


6,123,369,911

Nonconvertible Preferred Stocks - 0.3%

Shares

Value

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Hyundai Motor Co.

21,300

$ 2,118,181

Porsche Automobil Holding SE (Germany)

5,900

546,348

Volkswagen AG

10,024

2,529,514

 

5,194,043

CONSUMER STAPLES - 0.2%

Beverages - 0.0%

Ambev SA sponsored ADR

1,130,715

7,293,112

Household Products - 0.2%

Henkel AG & Co. KGaA

302,522

35,834,167

TOTAL CONSUMER STAPLES

43,127,279

FINANCIALS - 0.0%

Banks - 0.0%

Itau Unibanco Holding SA

496,340

6,381,827

MATERIALS - 0.0%

Metals & Mining - 0.0%

Gerdau SA sponsored ADR

1,061,757

3,790,472

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Telecom Italia SpA (Risparmio Shares)

6,866,445

6,737,733

Telefonica Brasil SA sponsored ADR

184,617

3,422,799

 

10,160,532

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $61,361,874)


68,654,153

Equity Funds - 68.2%

 

 

 

 

Europe Stock Funds - 5.7%

Henderson European Focus Fund Class A

38

1,337

iShares MSCI Italy Capped ETF

14,736,400

219,277,632

iShares MSCI Spain Capped ETF

4,248,200

148,559,554

iShare Europe ETF

6,287,300

284,751,817

Vanguard FTSE European ETF

7,651,568

427,646,136

WisdomTree Europe Hedged Equity ETF

5,103,450

328,355,973

TOTAL EUROPE STOCK FUNDS

1,408,592,449

Equity Funds - continued

Shares

Value

Foreign Large Blend Funds - 35.0%

Artisan International Value Fund Investor Class

23,933,250

$ 856,571,014

Dodge & Cox International Stock Funds

60

2,664

Fidelity Overseas Fund (c)

17,679,196

730,857,956

GE Institutional International Equity Fund Service Class

4,895,726

62,861,117

Harbor International Fund Institutional Class

31,824,830

2,199,413,966

Henderson International Opportunities Fund Class A

30,302,374

853,617,869

Litman Gregory Masters International Fund Investor Class

18,935,177

351,626,241

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

144,099,700

1,106,685,700

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

73,738,496

1,213,735,651

Oakmark International Fund Class I

48,594,269

1,212,912,948

TOTAL FOREIGN LARGE BLEND FUNDS

8,588,285,126

Foreign Large Growth Funds - 17.6%

American EuroPacific Growth Fund Class F-1

4,067,944

201,648,007

Fidelity Canada Fund (c)

2,285,796

116,552,732

Fidelity Diversified International Fund (c)

34,466,639

1,269,750,988

Fidelity International Capital Appreciation Fund (c)

4,966,989

86,028,252

Fidelity International Discovery Fund (c)

42,046,701

1,706,675,613

Invesco International Growth Fund Class A

4,032,666

135,618,545

Oppenheimer International Growth Fund Class I

11,558,514

430,670,222

Thornburg International Value Fund Class I

12,447,058

367,686,080

TOTAL FOREIGN LARGE GROWTH FUNDS

4,314,630,439

Foreign Large Value Funds - 1.2%

Pear Tree Polaris Foreign Value Fund Institutional Shares

15,303,316

292,140,308

Foreign Small Mid Blend Funds - 1.3%

Franklin International Small Cap Growth Fund Class A

63

1,198

iShares MSCI EAFE Small Cap Index ETF

6,392,932

320,285,893

TOTAL FOREIGN SMALL MID BLEND FUNDS

320,287,091

Foreign Small Mid Growth Funds - 0.5%

MFS International New Discovery Fund Class A

57

1,617

Equity Funds - continued

Shares

Value

Foreign Small Mid Growth Funds - continued

Thornburg International Growth Fund Class I

1,930,211

$ 37,947,956

Wasatch International Growth Fund Investor Class

69

1,934

Westcore International Small-Cap Fund

5,167,047

92,231,785

TOTAL FOREIGN SMALL MID GROWTH FUNDS

130,183,292

Sector Funds - 0.9%

RS Global Natural Resources Fund Class A

68

1,718

SPDR DJ International Real Estate ETF

1,525,300

67,677,561

Voya International Real Estate Fund Class A

15,273,415

145,555,649

TOTAL SECTOR FUNDS

213,234,928

Other - 6.0%

Fidelity Japan Fund (c)

17,511,615

208,037,991

Fidelity Japan Smaller Companies Fund (c)

6,908,421

90,362,149

iShares MSCI Australia ETF

4,731,652

112,045,519

iShares MSCI Emerging Markets Index ETF

5,605,100

228,071,519

iShares MSCI Japan ETF

61,544,900

760,079,515

Matthews Pacific Tiger Fund Investor Class

16,472

466,656

Wintergreen Fund Investor Class

1,890,625

32,896,875

WisdomTree Japan Hedged Equity ETF

686,970

37,007,074

TOTAL OTHER

1,468,967,298

TOTAL EQUITY FUNDS

(Cost $14,425,296,124)


16,736,320,931

U.S. Treasury Obligations - 0.2%

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.01% to 0.03% 4/23/15 to 5/28/15 (e)
(Cost $53,668,113)

$ 53,670,000


53,668,725

Money Market Funds - 6.4%

Shares

Value

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $1,577,947,395)

1,577,947,395

$ 1,577,947,395

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $21,313,936,930)

24,559,961,115

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(31,695,286)

NET ASSETS - 100%

$ 24,528,265,829

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

7,787 CME Nikkei 225 Index Contracts (United States)

March 2015

$ 735,092,800

$ 32,011,614

6,475 NYSE E-mini MSCI EAFE Index Contracts (United States)

March 2015

607,128,375

35,445,633

TOTAL EQUITY INDEX CONTRACTS

$ 1,342,221,175

$ 67,457,247

The face value of futures purchased as a percentage of net assets is 5.5%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,422,820,474.

Security Type Abbreviations

ETF

-

Exchange-Trade Fund

Legend

(a) Non-income producing

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

(c) Affiliated Fund

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $6,799,174 or 0.0% of net assets.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $51,936,763.

Affiliated Underlying Funds

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

Affiliate

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend
Income

Value,
end of
period

Fidelity Canada Fund

$ 119,834,541

$ 15,941,792

$ 3,283,200

$ 1,383,262

$ 116,552,732

Fidelity Diversified International Fund

1,219,879,514

60,463,640

-

13,193,130

1,269,750,988

Fidelity International Capital Appreciation Fund

81,510,132

4,306,778

1,641,600

437,817

86,028,252

Fidelity International Discovery Fund

1,685,155,525

21,041,749

1,641,600

10,740,995

1,706,675,613

Fidelity Japan Fund

194,655,244

8,911,921

-

1,511,921

208,037,991

Fidelity Japan Smaller Companies Fund

83,874,271

3,506,501

-

217,153

90,362,149

Fidelity Overseas Fund

649,815,812

73,720,181

-

11,669,270

730,857,956

Total

$ 4,034,725,039

$ 187,892,562

$ 6,566,400

$ 39,153,548

$ 4,208,265,681

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 763,211,568

$ 528,227,607

$ 234,983,961

$ -

Consumer Staples

748,534,040

344,029,671

404,504,369

-

Energy

323,369,416

152,682,467

170,686,949

-

Financials

1,368,858,665

876,423,001

492,435,664

-

Health Care

669,465,871

269,842,797

399,623,074

-

Industrials

759,980,539

718,036,990

41,943,549

-

Information Technology

598,655,680

505,453,832

93,160,344

41,504

Materials

442,507,653

391,357,081

51,150,572

-

Telecommunication Services

376,766,463

171,760,024

205,006,439

-

Utilities

140,674,169

127,981,221

12,692,948

-

Equity Funds

16,736,320,931

16,736,320,931

-

-

U.S. Treasury Obligations

53,668,725

-

53,668,725

-

Money Market Funds

1,577,947,395

1,577,947,395

-

-

Total Investments in Securities:

$ 24,559,961,115

$ 22,400,063,017

$ 2,159,856,594

$ 41,504

Derivative Instruments:

Assets

Futures Contracts

$ 67,457,247

$ 67,457,247

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended February 28, 2015. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 130,364,684

Level 2 to Level 1

$ 526,740,760

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 67,457,247

$ -

Total Value of Derivatives

$ 67,457,247

$ -

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $17,785,421,516)

$ 20,351,695,434

 

Affiliated issuers (cost $3,528,515,414)

4,208,265,681

 

Total Investments (cost $21,313,936,930)

 

$ 24,559,961,115

Foreign currency held at value (cost $385,308)

385,376

Receivable for investments sold

22,214,953

Receivable for fund shares sold

17,465,075

Dividends receivable

13,576,222

Prepaid expenses

12,262

Other receivables

145,078

Total assets

24,613,760,081

 

 

 

Liabilities

Payable for investments purchased

$ 66,199,410

Payable for fund shares redeemed

14,071,708

Accrued management fee

1,895,431

Payable for daily variation margin for derivative instruments

678,880

Other affiliated payables

1,098,184

Other payables and accrued expenses

1,550,639

Total liabilities

85,494,252

 

 

 

Net Assets

$ 24,528,265,829

Net Assets consist of:

 

Paid in capital

$ 21,013,769,820

Undistributed net investment income

30,544,205

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

171,841,452

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

3,312,110,352

Net Assets, for 2,346,886,411 shares outstanding

$ 24,528,265,829

Net Asset Value, offering price and redemption price per share ($24,528,265,829 ÷ 2,346,886,411 shares)

$ 10.45

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 389,878,458

Affiliated issuers

 

39,153,548

Interest

 

9,036

Income before foreign taxes withheld

 

429,041,042

Less foreign taxes withheld

 

(12,623,973)

Total income

 

416,417,069

 

 

 

Expenses

Management fee

$ 79,800,151

Transfer agent fees

10,836,190

Accounting fees and expenses

2,317,800

Custodian fees and expenses

721,060

Independent trustees' compensation

259,292

Registration fees

589,880

Audit

115,186

Legal

157,299

Miscellaneous

255,844

Total expenses before reductions

95,052,702

Expense reductions

(58,795,151)

36,257,551

Net investment income (loss)

380,159,518

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $197,444)

275,518,659

Affiliated issuers

304,177

 

Foreign currency transactions

(11,628)

Futures contracts

79,241,100

Realized gain distributions from underlying funds:

Unaffiliated issuers

240,438,667

 

Affiliated issuers

50,190,641

 

Total net realized gain (loss)

 

645,681,616

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $339,822)

(851,336,207)

Assets and liabilities in foreign currencies

(873,565)

Futures contracts

47,977,751

Total change in net unrealized appreciation (depreciation)

 

(804,232,021)

Net gain (loss)

(158,550,405)

Net increase (decrease) in net assets resulting from operations

$ 221,609,113

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 380,159,518

$ 312,232,076

Net realized gain (loss)

645,681,616

345,011,137

Change in net unrealized appreciation (depreciation)

(804,232,021)

2,399,663,287

Net increase (decrease) in net assets resulting
from operations

221,609,113

3,056,906,500

Distributions to shareholders from net investment income

(401,865,396)

(244,887,985)

Distributions to shareholders from net realized gain

(474,895,780)

(112,162,445)

Total distributions

(876,761,176)

(357,050,430)

Share transactions
Proceeds from sales of shares

5,241,455,984

8,507,070,037

Reinvestment of distributions

874,809,032

356,309,251

Cost of shares redeemed

(3,739,871,538)

(2,420,257,813)

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

2,376,393,478

6,443,121,475

Total increase (decrease) in net assets

1,721,241,415

9,142,977,545

 

 

 

Net Assets

Beginning of period

22,807,024,414

13,664,046,869

End of period (including undistributed net investment income of $30,544,205 and undistributed net investment income of $57,345,799, respectively)

$ 24,528,265,829

$ 22,807,024,414

Other Information

Shares

Sold

500,443,002

844,091,173

Issued in reinvestment of distributions

87,392,576

33,424,883

Redeemed

(359,399,880)

(240,094,181)

Net increase (decrease)

228,435,698

637,421,875

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

Annual Report

Financial Highlights

Years ended February 28,

2015

2014

2013

2012 G

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value,
beginning of period

$ 10.77

$ 9.23

$ 8.52

$ 9.40

$ 7.84

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .17

  .18 C

  .16

  .15

  .15

Net realized and unrealized gain (loss)

  (.10)

  1.55

  .74

  (.74)

  1.54

Total from investment operations

  .07

  1.73

  .90

  (.59)

  1.69

Distributions from net investment income

  (.18)

  (.13)

  (.17)

  (.13)

  (.12)

Distributions from net realized gain

  (.21)

  (.06)

  (.02)

  (.16)

  (.02)

Total distributions

  (.39)

  (.19)

  (.19)

  (.29)

  (.13) H

Net asset value, end of period

$ 10.45

$ 10.77

$ 9.23

$ 8.52

$ 9.40

Total Return A

  .85%

  18.78%

  10.65%

  (6.00)%

  21.66%

Ratios to Average Net Assets D

 

 

 

 

Expenses before reductions

  .41%

  .43%

  .43%

  .39%

  .28%

Expenses net of fee waivers, if any

  .16%

  .17%

  .18%

  .14%

  .03%

Expenses net of all reductions

  .16%

  .17%

  .17%

  .14%

  .03%

Net investment income (loss)

  1.63%

  1.77% C

  1.94%

  1.71%

  1.72%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 24,528,266

$ 22,807,024

$ 13,664,047

$ 12,153,172

$ 11,328,792

Portfolio turnover rate E

  20%

  11%

  25%

  18% F

  15% F

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

B Calculated based on average shares outstanding during the period.

C Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.54%.

D Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

F Portfolio turnover rate excludes securities received or delivered in-kind.

G For the year ended February 29.

H Total distributions of $.13 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.017 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

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

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

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2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 3,686,580,806

Gross unrealized depreciation

(493,413,450)

Net unrealized appreciation (depreciation) on securities

$ 3,193,167,356

 

 

Tax Cost

$ 21,366,793,759

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 30,643,521

Undistributed long-term capital gain

$ 292,155,528

Net unrealized appreciation (depreciation) on securities and other investments

$ 3,192,783,037

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 424,516,207

$ 282,275,466

Long-term Capital Gains

452,244,969

74,774,964

Total

$ 876,761,176

$ 357,050,430

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

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

Annual Report

3. Derivative Instruments - continued

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

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

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

During the period the Fund recognized net realized gain (loss) of $79,241,100 and a change in net unrealized appreciation (depreciation) of $47,977,751 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $6,711,290,030 and $4,456,712,143, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .34% of the Fund's average net assets.

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

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sub-Advisers. Causeway Capital Management, LLC, Massachusetts Financial Services Company (MFS), Thompson, Siegel & Walmsley LLC and William Blair & Company, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

In March 2015, the Board of Trustees approved the appointment of Arrowstreet Capital, Limited Partnership (Arrowstreet) as an additional sub-adviser for the Fund. Subsequent to period end, Arrowstreet was allocated a portion of the Fund's assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .05% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser . Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $235 for the period.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $2,133.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $28,785 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2017. During the period, this waiver reduced the Fund's management fee by $ 58,369,683.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $424,709 for the period.

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 $759.

8. 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 principle 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 share of the following underlying Funds:

Fidelity International Discovery Fund

15%

Fidelity Japan Fund

46%

Fidelity Japan Smaller Companies Fund

22%

Fidelity Overseas Fund

20%

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers International Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers International Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers International Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 16, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

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Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

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Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms.Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers International Fund voted to pay on April 13, 2015, to shareholders of record at the opening of business on April 10, 2015, a distribution of $0.145 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.016 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $662,639,186, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 2% of the dividend distributed during December of the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 99% and 100% of the dividends distributed during April and December, respectively, of the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.0266 and $0.0007; and $0.1767 and $0.0147, respectively, for the dividends paid April 14, 2014 and December 30, 2014.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Causeway Capital Management LLC (Causeway), Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (Pyramis), and William Blair & Company, LLC (William Blair) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2013, the cumulative total returns of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers International Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the first quartile for each period ended December 31, 2013. The Board also noted that the fund had out-performed 78%, 82%, and 79% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown and higher than its benchmark for the three- and five-year periods shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2017 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.00%.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Strategic Advisers International Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

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

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had proposed to waive 0.25% of its management fee through September 30, 2017.

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees
Strategic Advisers International Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with Thompson, Siegel & Walmsley LLC (New Sub-Adviser) for the fund.

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

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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by the New Sub-Adviser under the Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses. In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or the portion of the management fee retained by Strategic Advisers, if any. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2016, and its proposal to extend the management fee waiver through September 30, 2017.

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Annual Report

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that the Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Pyramis Global Advisors, LLC

Arrowstreet Capital, Limited Partnership

Causeway Capital Management LLC

Massachusetts Financial Services Company

Thompson, Siegel & Walmsley LLC

William Blair & Company, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

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

SIT-UANN-0415
1.926369.104

Strategic Advisers® International II Fund

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

Annual Report

February 28, 2015sae634


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Past 5
years

Life of
fund
A

Strategic Advisers® International II Fund

1.36%

8.60%

1.84%

A From March 8, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® International II Fund on March 8, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® International II Fund: For the year, Strategic Advisers® International II Fund (the Fund) rose 1.36%, outpacing the 0.10% gain of the MSCI EAFE Index. Relative to the benchmark, Fidelity® International Capital Appreciation Fund, which employs an opportunistic growth strategy with a quality tilt, was the top relative contributor. This manager outperformed the MSCI EAFE Index by a sizable margin, fueled by stock picks in emerging markets (EM) and among out-of-benchmark U.S. companies in financials, materials and industrials. Fidelity® Diversified International Fund follows a growth-at-a-reasonable-price (GARP) strategy, and benefited from favorable overall positioning in health care, combined with solid stock picks in consumer staples and information technology. Fidelity International Discovery Fund was aided by selections in health care and financials, an underweighting in Europe, and moderate stakes in EM and U.S. equities. On the downside, Fidelity Advisor® Overseas Fund was hurt by poor stock choices in technology, consumer discretionary and financials, along with an underweighting in strong-performing Japan. Fidelity International Value Fund was hampered by picks in financials, materials and consumer discretionary.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees 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 (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014 to February 28, 2015

Actual

.20%

$ 1,000.00

$ 1,011.30

$ 1.00

HypotheticalA

 

$ 1,000.00

$ 1,023.80

$ 1.00

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Fidelity International Discovery Fund

20.8

19.6

Fidelity Diversified International Fund

17.7

15.6

Fidelity International Capital Appreciation Fund

13.5

9.7

Fidelity Advisor Overseas Fund Institutional Class

8.3

9.7

Fidelity International Value Fund

4.3

5.1

Fidelity International Small Cap Opportunities Fund

2.3

2.6

Fidelity International Real Estate Fund

1.1

1.3

Fidelity Advisor Global Capital Appreciation Fund Institutional Class

1.0

1.1

Fidelity Japan Smaller Companies Fund

0.8

1.0

Roche Holding AG (participation certificate)

0.4

0.6

 

70.2

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae649

Stocks 20.4%

 

sae651

Stocks 26.4%

 

sae653

Foreign Large
Blend Funds 0.0%

 

sae655

Foreign Large
Blend Funds 44.9%

 

sae657

Foreign Large
Growth Funds 60.4%

 

sae659

Foreign Large
Growth Funds 9.9%

 

sae661

Foreign Large
Value Funds 4.3%

 

sae663

Foreign Large
Value Funds 5.1%

 

sae665

Foreign Small Mid Growth Funds 2.3%

 

sae667

Foreign Small Mid Growth Funds 2.6%

 

sae669

Other 1.8%

 

sae671

Other 2.1%

 

sae673

Sector Funds 1.1%

 

sae675

Sector Funds 1.3%

 

sae677

Short-Term
Investments and
Net Other Assets (Liabilities) 9.7%

 

sae679

Short-Term
Investments and
Net Other Assets (Liabilities) 7.7%

 

sae681

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 20.1%

Shares

Value

CONSUMER DISCRETIONARY - 2.7%

Auto Components - 0.2%

Bridgestone Corp.

44,900

$ 1,720,557

Continental AG

9,036

2,156,833

 

3,877,390

Automobiles - 0.7%

Daimler AG (Germany)

9,434

913,296

Fuji Heavy Industries Ltd.

23,500

797,772

Isuzu Motors Ltd.

62,100

901,715

Mazda Motor Corp.

28,900

617,500

Renault SA

14,473

1,390,428

Suzuki Motor Corp.

34,100

1,077,517

Toyota Motor Corp.

102,300

6,914,889

 

12,613,117

Hotels, Restaurants & Leisure - 0.2%

Accor SA

14,833

777,242

Flight Centre Travel Group Ltd.

27,024

871,269

InterContinental Hotel Group PLC

18,000

734,340

Sky City Entertainment Group Ltd.

76,934

232,190

Whitbread PLC

10,151

823,544

 

3,438,585

Household Durables - 0.3%

Barratt Developments PLC

107,351

854,358

Sekisui House Ltd.

37,000

498,746

Sony Corp.

58,100

1,641,560

Taylor Wimpey PLC

535,400

1,194,404

Techtronic Industries Co. Ltd.

316,000

1,093,968

 

5,283,036

Internet & Catalog Retail - 0.1%

Rakuten, Inc.

46,000

765,994

Media - 0.4%

Altice SA

17,500

1,744,879

Dentsu, Inc.

15,700

683,778

Fuji Media Holdings, Inc.

41,400

585,570

ITV PLC

664,900

2,312,718

ProSiebenSat.1 Media AG

19,581

961,832

Reed Elsevier NV

28,044

695,347

 

6,984,124

Multiline Retail - 0.1%

Don Quijote Holdings Co. Ltd.

11,700

908,614

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Lifestyle International Holdings Ltd.

444,500

$ 819,561

Marui Group Co. Ltd.

13,600

159,278

 

1,887,453

Specialty Retail - 0.3%

H&M Hennes & Mauritz AB (B Shares)

53,925

2,353,114

Inditex SA

40,035

1,258,241

Nitori Holdings Co. Ltd.

15,100

999,724

 

4,611,079

Textiles, Apparel & Luxury Goods - 0.4%

adidas AG

5,550

431,211

Burberry Group PLC

24,900

719,632

Compagnie Financiere Richemont SA Series A

19,967

1,759,336

Japan Tobacco, Inc.

83,300

2,626,605

Kering SA

3,500

712,835

LVMH Moet Hennessy - Louis Vuitton SA

4,464

818,752

Yue Yuen Industrial (Holdings) Ltd.

180,000

698,574

 

7,766,945

TOTAL CONSUMER DISCRETIONARY

47,227,723

CONSUMER STAPLES - 2.0%

Beverages - 0.7%

Anheuser-Busch InBev SA NV

38,221

4,848,718

Asahi Group Holdings

24,500

757,068

Britvic PLC

43,200

510,212

Diageo PLC

138,240

4,126,358

SABMiller PLC

34,500

1,957,409

 

12,199,765

Food & Staples Retailing - 0.3%

Seven & i Holdings Co., Ltd.

41,600

1,590,450

Tesco PLC

630,323

2,386,079

Woolworths Ltd.

36,162

867,772

 

4,844,301

Food Products - 0.6%

Dairy Crest Group PLC

28,467

218,425

Danone SA

26,339

1,833,809

Nestle SA

47,149

3,684,873

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - continued

Unilever NV (Certificaten Van Aandelen) (Bearer)

69,363

$ 3,014,429

Unilever PLC

32,836

1,448,288

 

10,199,824

Household Products - 0.0%

Svenska Cellulosa AB (SCA) (B Shares)

43,377

1,079,092

Personal Products - 0.2%

Beiersdorf AG

15,761

1,369,187

L'Oreal SA

11,362

2,062,951

 

3,432,138

Tobacco - 0.2%

Imperial Tobacco Group PLC

74,248

3,660,065

TOTAL CONSUMER STAPLES

35,415,185

ENERGY - 1.2%

Oil, Gas & Consumable Fuels - 1.2%

BG Group PLC

220,921

3,252,547

BP PLC

401,443

2,764,629

Oil Search Ltd. ADR

44,619

284,501

Royal Dutch Shell PLC:

Class A (United Kingdom)

147,842

4,816,470

Class B (United Kingdom)

30,195

1,023,424

Statoil ASA

47,718

896,389

Total SA

116,982

6,284,821

Tullow Oil PLC

54,139

323,715

Woodside Petroleum Ltd.

23,982

659,257

 

20,305,753

FINANCIALS - 5.4%

Banks - 2.7%

Australia & New Zealand Banking Group Ltd.

161,311

4,454,551

Banca Popolare dell'Emilia Romagna

45,700

376,906

Banco Popolare Societa Cooperativa (a)

45,224

697,377

Bank of Ireland (a)

1,646,400

624,894

Banque Cantonale Vaudoise (Bearer)

440

251,996

Barclays PLC

347,734

1,376,968

BNP Paribas SA

42,106

2,454,414

BOC Hong Kong (Holdings) Ltd.

222,500

784,622

Commonwealth Bank of Australia

23,874

1,714,781

Criteria CaixaCorp SA

320,224

1,487,139

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

Dah Sing Financial Holdings Ltd.

38,000

$ 222,930

Danske Bank A/S

47,804

1,265,999

DBS Group Holdings Ltd.

133,500

1,917,008

Hang Seng Bank Ltd.

39,500

720,145

ING Groep NV (Certificaten Van Aandelen) (a)

191,200

2,836,107

Intesa Sanpaolo SpA

815,728

2,721,937

KBC Groupe SA

18,801

1,140,749

Lloyds Banking Group PLC

3,648,994

4,444,954

Mitsubishi UFJ Financial Group, Inc.

729,500

4,751,201

Nordea Bank AB

208,600

2,814,861

Oversea-Chinese Banking Corp. Ltd.

69,000

530,594

Seven Bank Ltd.

174,900

848,000

Societe Generale Series A

37,622

1,739,399

Standard Chartered PLC (United Kingdom)

53,520

818,832

Sumitomo Mitsui Financial Group, Inc.

21,600

860,621

Sumitomo Mitsui Trust Holdings, Inc.

220,000

914,027

Svenska Handelsbanken AB (A Shares)

20,700

1,042,821

Swedbank AB (A Shares)

66,800

1,738,707

Unione di Banche Italiane ScpA

90,908

713,131

United Overseas Bank Ltd.

64,160

1,086,085

Westpac Banking Corp.

29,084

865,112

 

48,216,868

Capital Markets - 0.4%

Julius Baer Group Ltd.

14,040

648,136

Macquarie Group Ltd.

40,884

2,327,641

Schroders PLC

18,614

883,670

UBS Group AG

164,456

2,889,430

 

6,748,877

Consumer Finance - 0.0%

ACOM Co. Ltd. (a)

166,500

534,470

Diversified Financial Services - 0.3%

Deutsche Boerse AG

9,703

791,559

Japan Exchange Group, Inc.

18,400

518,353

London Stock Exchange Group PLC

30,292

1,159,804

Mitsubishi UFJ Lease & Finance Co. Ltd.

93,400

451,287

ORIX Corp.

134,100

1,901,782

 

4,822,785

Insurance - 1.2%

AEGON NV

203,291

1,572,591

AIA Group Ltd.

451,800

2,659,258

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Allianz SE

2,753

$ 460,997

AMP Ltd.

148,662

778,302

Assicurazioni Generali SpA

69,519

1,431,432

Aviva PLC

116,835

967,230

AXA SA

111,450

2,829,854

Direct Line Insurance Group PLC

170,289

860,737

Prudential PLC

74,040

1,858,127

Sampo Oyj (A Shares)

24,500

1,236,494

Sony Financial Holdings, Inc.

43,000

651,335

St. James's Place Capital PLC

93,222

1,364,369

Swiss Re Ltd.

5,620

516,697

Tokio Marine Holdings, Inc.

13,300

483,692

Zurich Insurance Group AG

9,951

3,181,481

 

20,852,596

Real Estate Investment Trusts - 0.3%

Befimmo SCA Sicafi

8,664

626,326

British Land Co. PLC

94,708

1,211,391

Macquarie CountryWide Trust

174,516

621,833

Nippon Prologis REIT, Inc.

193

445,292

Nomura Real Estate Office Fund, Inc.

113

562,993

Unibail-Rodamco

3,300

951,282

VastNed Retail NV

10,844

565,429

Westfield Corp. unit

157,691

1,208,786

 

6,193,332

Real Estate Management & Development - 0.5%

AEON MALL Co. Ltd.

23,750

459,216

CapitaLand Ltd.

220,300

580,311

Cheung Kong Holdings Ltd.

19,000

376,041

Deutsche Annington Immobilien SE

24,611

949,474

Hongkong Land Holdings Ltd.

121,000

913,550

Hysan Development Co. Ltd.

93,000

446,066

Lend Lease Group unit

69,739

945,472

Mitsui Fudosan Co. Ltd.

67,000

1,840,715

Sino Land Ltd.

314,000

513,360

Sun Hung Kai Properties Ltd.

63,000

987,751

 

8,011,956

TOTAL FINANCIALS

95,380,884

Common Stocks - continued

Shares

Value

HEALTH CARE - 2.5%

Health Care Equipment & Supplies - 0.1%

Ansell Ltd.

36,910

$ 725,651

Olympus Corp. (a)

35,000

1,268,339

 

1,993,990

Health Care Providers & Services - 0.1%

Fresenius SE & Co. KGaA

22,950

1,314,415

Miraca Holdings, Inc.

13,700

657,371

 

1,971,786

Pharmaceuticals - 2.3%

Astellas Pharma, Inc.

167,700

2,664,976

AstraZeneca PLC (United Kingdom)

36,500

2,515,354

Bayer AG

24,296

3,590,233

GlaxoSmithKline PLC

127,082

3,013,285

Hikma Pharmaceuticals PLC

30,901

1,179,782

Mitsubishi Tanabe Pharma Corp.

15,100

254,223

Novartis AG

64,321

6,578,372

Novo Nordisk A/S Series B

50,392

2,411,488

Roche Holding AG (participation certificate)

26,806

7,304,354

Sanofi SA

40,754

3,986,083

Santen Pharmaceutical Co. Ltd.

5,500

368,276

Shire PLC

30,352

2,448,529

Teva Pharmaceutical Industries Ltd.

4,700

266,824

Teva Pharmaceutical Industries Ltd. sponsored ADR

53,459

3,048,232

UCB SA

5,826

445,614

 

40,075,625

TOTAL HEALTH CARE

44,041,401

INDUSTRIALS - 2.3%

Aerospace & Defense - 0.3%

BAE Systems PLC

103,000

845,968

Finmeccanica SpA (a)

174,400

2,111,656

Meggitt PLC

61,161

514,608

Rolls-Royce Group PLC

65,307

956,822

Safran SA

23,608

1,661,726

 

6,090,780

Airlines - 0.1%

Air New Zealand Ltd.

116,050

250,174

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Airlines - continued

International Consolidated Airlines Group SA (a)

154,148

$ 1,379,477

Japan Airlines Co. Ltd.

8,900

273,789

 

1,903,440

Building Products - 0.1%

Compagnie de St. Gobain

35,465

1,596,811

Commercial Services & Supplies - 0.1%

Babcock International Group PLC

34,027

530,579

Rentokil Initial PLC

202,400

422,779

 

953,358

Construction & Engineering - 0.0%

Balfour Beatty PLC

89,000

344,606

Taisei Corp.

91,000

549,233

 

893,839

Electrical Equipment - 0.4%

Legrand SA

20,900

1,155,374

Mitsubishi Electric Corp.

46,000

538,734

Nidec Corp.

13,800

932,017

OSRAM Licht AG

32,309

1,481,648

Schneider Electric SA

9,600

773,273

Vestas Wind Systems A/S

33,800

1,424,807

 

6,305,853

Industrial Conglomerates - 0.1%

Hutchison Whampoa Ltd.

105,000

1,437,763

Toshiba Corp.

285,000

1,177,881

 

2,615,644

Machinery - 0.6%

Alfa Laval AB

120,715

2,423,856

Andritz AG

11,800

680,707

GEA Group AG

24,700

1,221,712

Ishikawajima-Harima Heavy Industries Co. Ltd.

225,000

1,047,649

JTEKT Corp.

27,300

427,900

Kawasaki Heavy Industries Ltd.

170,000

805,768

Komatsu Ltd.

15,800

328,812

Kubota Corp.

28,000

455,139

Makita Corp.

14,200

675,427

NGK Insulators Ltd.

53,000

1,032,752

SMC Corp.

2,200

611,954

 

9,711,676

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Professional Services - 0.2%

Adecco SA (Reg.)

21,733

$ 1,709,734

Capita Group PLC

44,359

813,586

SEEK Ltd.

62,890

849,669

 

3,372,989

Road & Rail - 0.2%

East Japan Railway Co.

28,400

2,382,395

West Japan Railway Co.

6,800

387,451

 

2,769,846

Trading Companies & Distributors - 0.2%

Bunzl PLC

3,106

90,917

Mitsubishi Corp.

29,600

591,505

Noble Group Ltd.

991,786

709,536

Rexel SA

73,745

1,440,875

Travis Perkins PLC

21,500

669,166

Wolseley PLC

13,356

818,807

 

4,320,806

TOTAL INDUSTRIALS

40,535,042

INFORMATION TECHNOLOGY - 0.9%

Communications Equipment - 0.1%

Nokia Corp.

155,450

1,249,224

Electronic Equipment & Components - 0.4%

Hitachi Ltd.

308,000

2,106,115

Hoya Corp.

22,600

912,029

Keyence Corp.

1,400

715,068

Murata Manufacturing Co. Ltd.

7,800

961,429

OMRON Corp.

20,400

900,414

TDK Corp.

15,900

1,119,147

 

6,714,202

Internet Software & Services - 0.1%

Rocket Internet AG (a)

12,976

739,399

IT Services - 0.2%

Amadeus IT Holding SA Class A

60,221

2,483,333

Fujitsu Ltd.

229,000

1,380,030

 

3,863,363

Semiconductors & Semiconductor Equipment - 0.0%

NXP Semiconductors NV (a)

4,500

382,028

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - 0.1%

NEC Corp.

264,000

$ 803,310

Ricoh Co. Ltd.

34,600

343,758

Seiko Epson Corp.

17,200

631,925

 

1,778,993

TOTAL INFORMATION TECHNOLOGY

14,727,209

MATERIALS - 1.1%

Chemicals - 0.7%

Air Liquide SA

13,458

1,778,607

Arkema SA

6,360

476,280

Clariant AG (Reg.)

64,036

1,159,345

Daicel Chemical Industries Ltd.

57,800

749,890

Incitec Pivot Ltd.

76,989

244,848

Johnson Matthey PLC

20,317

1,069,281

JSR Corp.

41,600

761,232

K&S AG

47,898

1,545,027

Kuraray Co. Ltd.

35,900

493,672

Shin-Etsu Chemical Co., Ltd.

4,800

329,149

Sumitomo Chemical Co. Ltd.

185,000

864,493

Syngenta AG (Switzerland)

5,498

1,942,876

Yara International ASA

23,621

1,300,287

 

12,714,987

Construction Materials - 0.1%

HeidelbergCement Finance AG

6,050

481,568

James Hardie Industries PLC CDI

135,922

1,608,011

 

2,089,579

Metals & Mining - 0.2%

BHP Billiton Ltd.

26,145

686,644

Hitachi Metals Ltd.

52,000

837,651

JFE Holdings, Inc.

11,100

277,210

Randgold Resources Ltd.

12,391

983,082

Rio Tinto PLC

12,400

610,261

 

3,394,848

Paper & Forest Products - 0.1%

Mondi PLC

45,025

924,508

TOTAL MATERIALS

19,123,922

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - 1.4%

Diversified Telecommunication Services - 0.9%

Bezeq The Israel Telecommunication Corp. Ltd.

225,800

$ 362,101

BT Group PLC

253,463

1,777,108

Deutsche Telekom AG

152,580

2,848,993

HKT Trust/HKT Ltd. unit

565,220

749,176

Iliad SA

3,256

845,504

Koninklijke KPN NV

355,497

1,211,701

Orange SA

99,500

1,814,722

PCCW Ltd.

610,000

389,322

Telecom Italia SpA (a)

1,033,383

1,234,992

Telefonica SA

54,660

849,153

TeliaSonera AB

77,200

490,313

Telstra Corp. Ltd.

475,785

2,368,228

 

14,941,313

Wireless Telecommunication Services - 0.5%

Drillisch AG

17,199

719,147

KDDI Corp.

42,100

2,917,526

SK Telecom Co. Ltd.

1,080

282,521

SoftBank Corp.

39,300

2,427,192

Vodafone Group PLC

814,722

2,820,006

 

9,166,392

TOTAL TELECOMMUNICATION SERVICES

24,107,705

UTILITIES - 0.6%

Electric Utilities - 0.2%

Enel SpA

103,147

475,327

Fortum Corp.

28,969

660,026

Iberdrola SA

200,997

1,373,621

Kyushu Electric Power Co., Inc. (a)

31,300

270,285

Power Assets Holdings Ltd.

50,500

519,598

Red Electrica Corporacion SA

8,767

746,988

Tohoku Electric Power Co., Inc.

32,900

385,312

 

4,431,157

Multi-Utilities - 0.4%

E.ON AG

17,736

286,697

GDF Suez

132,000

2,935,828

National Grid PLC

120,617

1,649,878

Common Stocks - continued

Shares

Value

UTILITIES - continued

Multi-Utilities - continued

RWE AG

44,000

$ 1,230,216

Suez Environnement SA

29,623

528,571

 

6,631,190

TOTAL UTILITIES

11,062,347

TOTAL COMMON STOCKS

(Cost $316,953,159)


351,927,171

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

Porsche Automobil Holding SE (Germany)

5,200

481,527

Volkswagen AG

15,546

3,922,967

 

4,404,494

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Telecom Italia SpA (Risparmio Shares)

537,900

527,817

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $4,187,754)


4,932,311

Equity Funds - 69.9%

 

 

 

 

Foreign Large Growth Funds - 60.4%

Fidelity Advisor Overseas Fund Institutional Class (c)

6,518,381

145,164,347

Fidelity Canada Fund (c)

34,327

1,750,341

Fidelity Diversified International Fund (c)

8,410,157

309,830,193

Fidelity International Capital Appreciation Fund (c)

13,719,794

237,626,836

Fidelity International Discovery Fund (c)

9,015,883

365,954,674

TOTAL FOREIGN LARGE GROWTH FUNDS

1,060,326,391

Foreign Large Value Funds - 4.3%

Fidelity International Value Fund (c)

8,871,568

76,118,056

Foreign Small Mid Growth Funds - 2.3%

Fidelity International Small Cap Opportunities Fund (c)

2,737,365

39,664,425

Equity Funds - continued

Shares

Value

Sector Funds - 1.1%

Fidelity International Real Estate Fund (c)

1,757,925

$ 19,091,060

Other - 1.8%

Fidelity Advisor Global Capital Appreciation Fund Institutional Class (a)(c)

996,302

16,777,732

Fidelity Japan Smaller Companies Fund (c)

1,070,552

14,002,817

TOTAL OTHER

30,780,549

TOTAL EQUITY FUNDS

(Cost $1,119,908,710)


1,225,980,481

U.S. Treasury Obligations - 0.3%

 

Principle
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.01% to 0.03% 3/5/15 to 5/14/15 (d)
(Cost $5,969,932)

$ 5,970,000


5,969,953

Money Market Funds - 9.4%

Shares

 

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $165,901,937)

165,901,937


165,901,937

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,612,921,492)

1,754,711,853

NET OTHER ASSETS (LIABILITIES) - 0.0%

(2,637)

NET ASSETS - 100%

$ 1,754,709,216

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

422 CME Nikkei 225 Index Contracts (United States)

March 2015

$ 39,836,800

$ 1,735,155

1,111 NYSE E-mini MSCI EAFE Index Contracts (United States)

March 2015

104,172,915

5,522,038

262 NYSE E-mini MSCI Emerging Markets Index Contracts (United States)

March 2015

12,993,890

609,643

TOTAL EQUITY INDEX CONTRACTS

$ 157,003,605

$ 7,866,836

 

The face value of futures purchased as a percentage of net assets is 8.9%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $119,773,280.

Legend

(a) Non-income producing

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

(c) Affiliated Fund

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $5,969,953.

Affiliated Underlying Funds

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

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Advisor Global Capital Appreciation Fund Institutional Class

$ 15,365,321

$ -

$ 2,449

$ -

$ 16,777,732

Fidelity Advisor Overseas Fund Institutional Class

130,607,894

18,727,227

22,072

623,063

145,164,347

Fidelity Canada Fund

1,751,815

236,064

-

20,484

1,750,341

Fidelity Diversified International Fund

204,325,988

104,377,615

22,677

2,581,282

309,830,193

Fidelity International Capital Appreciation Fund

122,817,258

108,739,462

15,118

898,119

237,626,836

Fidelity International Discovery Fund

217,523,239

149,360,613

4,819,407

1,926,681

365,954,674

Fidelity International Real Estate Fund

17,238,540

801,720

16,327

268,097

19,091,060

Fidelity International Small Cap Opportunities Fund

21,368,396

18,405,593

7,559

244,402

39,664,425

Fidelity International Value Fund

60,512,592

19,897,241

-

2,709,426

76,118,056

Fidelity Japan Fund

21,048,268

-

20,479,914

-

-

Fidelity Japan Smaller Companies Fund

18,388,613

233,576

5,015,118

33,668

14,002,817

Total

$ 830,947,924

$ 420,779,111

$ 30,400,641

$ 9,305,222

$ 1,225,980,481

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 51,632,217

$ 39,886,745

$ 11,745,472

$ -

Consumer Staples

35,415,185

14,072,631

21,342,554

-

Energy

20,305,753

1,267,473

19,038,280

-

Financials

95,380,884

71,126,118

24,254,766

-

Health Care

44,041,401

15,517,112

28,524,289

-

Industrials

40,535,042

39,603,025

932,017

-

Information Technology

14,727,209

13,477,985

1,249,224

-

Materials

19,123,922

14,901,059

4,222,863

-

Telecommunication Services

24,635,522

8,841,317

15,794,205

-

Utilities

11,062,347

9,412,469

1,649,878

-

Equity Funds

1,225,980,481

1,225,980,481

-

-

U.S. Treasury Obligations

5,969,953

-

5,969,953

-

Money Market Funds

165,901,937

165,901,937

-

-

Total Investments in Securities:

$ 1,754,711,853

$ 1,619,988,352

$ 134,723,501

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 7,866,836

$ 7,866,836

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended February 28, 2015. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 7,909,774

Level 2 to Level 1

$ 30,403,557

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 7,866,836

$ -

Total Value of Derivatives

$ 7,866,836

$ -

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $493,012,788)

$ 528,731,372

 

Affiliated issuers (cost $1,119,908,704)

1,225,980,481

 

Total Investments (cost $1,612,921,492)

 

$ 1,754,711,853

Foreign currency held at value (cost $31,615)

31,615

Receivable for investments sold

2,176,148

Receivable for fund shares sold

4,705,928

Dividends receivable

1,057,899

Prepaid expenses

708

Other receivables

5,845

Total assets

1,762,689,996

 

 

 

Liabilities

Payable for investments purchased

$ 6,514,119

Payable for fund shares redeemed

969,696

Accrued management fee

128,493

Payable for daily variation margin for derivative instruments

105,665

Other affiliated payables

100,245

Other payables and accrued expenses

162,562

Total liabilities

7,980,780

 

 

 

Net Assets

$ 1,754,709,216

Net Assets consist of:

 

Paid in capital

$ 1,618,353,431

Undistributed net investment income

1,878,116

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(15,139,998)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

149,617,667

Net Assets, for 186,492,336 shares outstanding

$ 1,754,709,216

Net Asset Value, offering price and redemption price per share ($1,754,709,216 ÷ 186,492,336 shares)

$ 9.41

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 11,909,282

Affiliated issuers

 

9,305,222

Interest

 

699

Income before foreign taxes withheld

 

21,215,203

Less foreign taxes withheld

 

(950,159)

Total income

 

20,265,044

 

 

 

Expenses

Management fee

$ 5,308,313

Transfer agent fees

546,689

Accounting fees and expenses

655,560

Custodian fees and expenses

89,672

Independent trustees' compensation

15,858

Registration fees

138,814

Audit

58,038

Legal

9,544

Miscellaneous

9,218

Total expenses before reductions

6,831,706

Expense reductions

(3,852,252)

2,979,454

Net investment income (loss)

17,285,590

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,190,291

Affiliated issuers

(1,111,435)

 

Foreign currency transactions

(286,585)

Futures contracts

3,227,807

Realized gain distributions from underlying funds:

Affiliated issuers

14,905,079

 

Total net realized gain (loss)

 

18,925,157

Change in net unrealized appreciation (depreciation) on:

Investment securities

(8,599,707)

Assets and liabilities in foreign currencies

(75,490)

Futures contracts

4,435,492

Total change in net unrealized appreciation (depreciation)

 

(4,239,705)

Net gain (loss)

14,685,452

Net increase (decrease) in net assets resulting from operations

$ 31,971,042

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 17,285,590

$ 16,676,443

Net realized gain (loss)

18,925,157

28,638,334

Change in net unrealized appreciation (depreciation)

(4,239,705)

152,731,306

Net increase (decrease) in net assets resulting
from operations

31,971,042

198,046,083

Distributions to shareholders from net investment income

(17,204,564)

(13,320,991)

Distributions to shareholders from net realized gain

(1,369,694)

(4,979,810)

Total distributions

(18,574,258)

(18,300,801)

Share transactions
Proceeds from sales of shares

656,077,551

448,101,135

Reinvestment of distributions

18,536,042

18,258,773

Cost of shares redeemed

(253,075,291)

(147,542,399)

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

421,538,302

318,817,509

Total increase (decrease) in net assets

434,935,086

498,562,791

 

 

 

Net Assets

Beginning of period

1,319,774,130

821,211,339

End of period (including undistributed net investment income of $1,878,116 and undistributed net investment income of $2,813,014, respectively)

$ 1,754,709,216

$ 1,319,774,130

Other Information

Shares

Sold

71,716,305

51,065,572

Issued in reinvestment of distributions

2,070,904

1,963,309

Redeemed

(27,641,359)

(16,909,515)

Net increase (decrease)

46,145,850

36,119,366

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

Annual Report

Financial Highlights

Years ended February 28,

2015

2014

2013

2012 F

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.40

$ 7.88

$ 7.26

$ 8.12

$ 6.79

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .14C

  .14

  .12

  .10

Net realized and unrealized gain (loss)

  .01

  1.53

  .64

  (.86)

  1.37

Total from investment operations

  .12

  1.67

  .78

  (.74)

  1.47

Distributions from net investment income

  (.10)

  (.11)

  (.14)

  (.12)

  (.11)

Distributions from net realized gain

  (.01)

  (.04)

  (.02)

  - G

  (.04)

Total distributions

  (.11)

  (.15)

  (.16)

  (.12)

  (.14) H

Net asset value, end of period

$ 9.41

$ 9.40

$ 7.88

$ 7.26

$ 8.12

Total ReturnA

  1.36%

  21.17%

  10.89%

  (8.91)%

  21.75%

Ratios to Average Net Assets D

 

 

 

 

 

Expenses before reductions

  .47%

  .52%

  .55%

  .51%

  .33%

Expenses net of fee waivers, if any

  .22%

  .27%

  .30%

  .26%

  .08%

Expenses net of all reductions

  .21%

  .26%

  .27%

  .25%

  .08%

Net investment income (loss)

  1.19%

  1.61% C

  1.87%

  1.66%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 1,754,709

$ 1,319,774

$ 821,211

$ 857,774

$ 920,440

Portfolio turnover rateE

  22%

  27%

  29%

  38%

  48%

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

B Calculated based on average shares outstanding during the period.

C Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.31%.

D Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

F For the year ended February 29.

G Amount represents less than $.01 per share.

H Total distributions of $.14 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.035 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations, are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 164,360,868

Gross unrealized depreciation

(37,038,905)

Net unrealized appreciation (depreciation) on securities

$ 127,321,963

 

 

Tax Cost

$ 1,627,389,890

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,881,061

Undistributed long-term capital gain

$ 7,195,236

Net unrealized appreciation (depreciation) on securities and other investments

$ 127,285,334

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 18,231,834

$ 18,300,800

Long-term Capital Gains

342,424

-

Total

$ 18,574,258

$ 18,300,800

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

Annual Report

Notes to Financial Statements - continued

3. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

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

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on

Annual Report

3. Derivative Instruments - continued

Futures Contracts - continued

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

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

During the period the Fund recognized net realized gain (loss) of $3,227,807 and a change in net unrealized appreciation (depreciation) of $4,435,492 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $667,105,146 and $297,700,546, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .37% of the Fund's average net assets.

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

Sub-Adviser. Pyramis Global Advisors, LLC (Pyramis), an affiliate of the investment adviser, served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .04% of average net assets.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $694 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2017. During the period, this waiver reduced the Fund's management fee by $ 3,639,241.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $213,011 for the period.

8. 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

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8. Other - continued

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 Advisor Global Capital Appreciation Fund

13%

Fidelity Advisor Overseas Fund

20%

Fidelity International Capital Appreciation Fund

17%

Fidelity International Value Fund

35%

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Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers International II Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers International II Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers International II Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

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Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

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The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

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Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the NationalAssociation of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office SquareTrust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers International II Fund voted to pay on April 13, 2015, to shareholders of record at the opening of business on April 10, 2015, a distribution of $0.043 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.012 per share from net investment income.

The fund designates 4% of the dividends distributed in December, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015 $9,789,361, or, if subsequently determined to be different, the net capital gain of such year.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Strategic Advisers International II Fund

4/14/2014

$0.0213

$0.0003

 

12/30/2014

$0.1017

$0.0127

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International II Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreement with Pyramis Global Advisors, LLC (Pyramis) (the Sub-Advisory Agreement and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2013, the cumulative total returns of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers International II Fund

sae683

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the first quartile for the one- and three-year periods and in the second quartile for the five-year period ended December 31, 2013. The Board also noted that the fund had out-performed 87%, 79%, and 70% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for each period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2017 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.00%.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Strategic Advisers International II Fund

sae685

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

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

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contract provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had proposed to waive 0.25% of its management fee through September 30, 2017.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Adviser

Pyramis Global Advisors, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

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

SIL-UANN-0415
1.926363.104

Strategic Advisers® International Multi-Manager Fund

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Strategic Advisers® International Multi-Manager Fund

1.25%

11.30%

A From May 2, 2012.

$10,000 Over Life of Fund

Let's say hyphothetically that $10,000 was invested in Strategic Advisers® International Multi-Manager Fund, a class of the fund, on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period.

sae698

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® International Multi-Manager Fund: For the year, Strategic Advisers® International Multi-Manager Fund (a class of the Fund) rose 1.25%, outpacing the 0.10% gain of the MSCI EAFE Index. Relative to the benchmark, sub-adviser Massachusetts Financial Services' (MFS) International Value strategy was the biggest relative contributor by far. MFS's quality-focused all-cap approach delivered solid security selection in Europe, as well as beneficial overall positioning in strong-performing Japan and the United States, the latter of which was outside the benchmark. Quality growth-oriented William Blair & Company also aided relative performance, led by productive stock picks in health care, financials and information technology, particularly in the United Kingdom, and among U.S.-domiciled multinational companies. MFS's International Research Equity strategy was a further contributor, fueled by favorable selections in energy, technology and health care, along with out-of-benchmark exposure to emerging markets. On the downside, Causeway Capital Management was the principal detractor, due to adverse stock choices in financials and industrials, coupled with an overweighting in energy, primarily in France, Spain and Singapore. We hired Thompson, Siegel & Walmsley as a sub-adviser in September, but as of period end had yet to invest any assets in its strategy.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

International Multi-Manager

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 5.57

HypotheticalA

 

$ 1,000.00

$ 1,019.24

$ 5.61

Class F

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 5.12

HypotheticalA

 

$ 1,000.00

$ 1,019.69

$ 5.16

Class L

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.20

$ 5.57

HypotheticalA

 

$ 1,000.00

$ 1,019.24

$ 5.61

Class N

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,004.00

$ 6.81

HypotheticalA

 

$ 1,000.00

$ 1,018.00

$ 6.85

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Novartis AG

2.0

2.2

KDDI Corp.

1.8

1.7

Nestle SA

1.7

1.8

Roche Holding AG (participation certificate)

1.7

1.6

WisdomTree Europe Hedged Equity ETF

1.6

0.0

Bayer AG

1.5

1.6

Danone SA

1.2

1.1

Reckitt Benckiser Group PLC

1.1

1.1

Zurich Insurance Group AG

1.0

1.0

GlaxoSmithKline PLC

1.0

1.0

 

14.6

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.8

Consumer Discretionary

11.7

10.4

Consumer Staples

11.2

11.7

Industrials

10.8

11.7

Health Care

10.6

10.4

Geographic Diversification (% of fund's net assets)

As of February 28, 2015

sae700

Japan 18.9%

 

sae702

United Kingdom 17.7%

 

sae704

Switzerland 9.7%

 

sae706

United States of America* 9.7%

 

sae708

France 9.4%

 

sae710

Germany 7.4%

 

sae712

Netherlands 3.8%

 

sae714

Australia 2.6%

 

sae716

Hong Kong 2.6%

 

sae718

Other 18.2%

 

sae720

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of August 31, 2014

sae722

United Kingdom 18.2%

 

sae724

Japan 17.9%

 

sae726

Switzerland 10.3%

 

sae728

France 9.9%

 

sae730

United States of America* 8.0%

 

sae732

Germany 7.4%

 

sae734

Netherlands 3.9%

 

sae736

Australia 3.0%

 

sae738

Hong Kong 2.3%

 

sae740

Other 19.1%

 

sae742

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae744

Stocks 92.2%

 

sae746

Stocks 93.0%

 

sae748

Europe Stock Funds 1.6%

 

sae750

Europe Stock Funds 0.0%

 

sae752

Other 0.0%

 

sae754

Other 0.1%

 

sae756

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.2%

 

sae758

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.9%

 

sae760

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 91.1%

Shares

Value

CONSUMER DISCRETIONARY - 11.4%

Auto Components - 1.0%

Autoliv, Inc.

1,195

$ 134,438

Bridgestone Corp.

1,200

45,984

Compagnie Plastic Omnium

492

14,978

Continental AG

718

171,382

DENSO Corp.

4,900

230,121

Valeo SA

397

59,753

 

656,656

Automobiles - 2.3%

Bayerische Motoren Werke AG (BMW)

590

74,607

Brilliance China Automotive Holdings Ltd.

8,000

15,699

Daimler AG (Germany)

1,559

150,925

Fuji Heavy Industries Ltd.

4,800

162,949

Honda Motor Co. Ltd.

5,700

188,529

Hyundai Motor Co.

1,300

189,491

Isuzu Motors Ltd.

3,100

45,013

Mazda Motor Corp.

1,300

27,777

Renault SA

643

61,773

Suzuki Motor Corp.

1,400

44,238

Tata Motors Ltd. sponsored ADR

801

39,425

Toyota Motor Corp.

7,500

506,957

Volkswagen AG

57

14,119

 

1,521,502

Diversified Consumer Services - 0.0%

Kroton Educacional SA

1,500

5,490

Hotels, Restaurants & Leisure - 2.0%

Accor SA

659

34,531

Carnival PLC

4,548

204,734

Compass Group PLC

31,599

561,993

Flight Centre Travel Group Ltd.

947

30,532

InterContinental Hotel Group PLC

1,874

76,453

Sands China Ltd.

12,000

54,772

Whitbread PLC

3,458

280,545

Yum! Brands, Inc.

1,360

110,310

 

1,353,870

Household Durables - 0.7%

Barratt Developments PLC

4,000

31,834

Casio Computer Co. Ltd.

500

8,752

Coway Co. Ltd.

120

9,394

Nikon Corp.

14,700

189,856

Sony Corp.

2,600

73,461

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Taylor Wimpey PLC

25,020

$ 55,816

Techtronic Industries Co. Ltd.

19,000

65,777

 

434,890

Internet & Catalog Retail - 0.1%

Rakuten, Inc.

2,700

44,961

Vipshop Holdings Ltd. ADR (a)

1,392

34,034

 

78,995

Leisure Products - 0.1%

Sankyo Co. Ltd. (Gunma)

1,100

41,471

Yamaha Corp.

2,700

45,728

 

87,199

Media - 2.4%

Altice SA

800

79,766

Dentsu, Inc.

700

30,487

Fuji Media Holdings, Inc.

7,100

100,424

ITV PLC

61,570

214,159

Naspers Ltd. Class N

222

32,582

Nippon Television Network Corp.

3,600

59,556

ProSiebenSat.1 Media AG

3,729

183,171

Publicis Groupe SA

1

82

realestate.com.au Ltd.

397

15,204

Reed Elsevier NV

21,436

531,503

Reed Elsevier PLC

2,905

50,020

Telenet Group Holding NV (a)

491

28,159

UBM PLC

3,332

27,907

WPP PLC

8,793

207,747

 

1,560,767

Multiline Retail - 0.3%

Dollarama, Inc.

577

28,857

Don Quijote Holdings Co. Ltd.

400

31,064

Lifestyle International Holdings Ltd.

8,000

14,750

Marui Group Co. Ltd.

800

9,369

Next PLC

668

77,295

Ryohin Keikaku Co. Ltd.

300

39,097

 

200,432

Specialty Retail - 1.1%

Esprit Holdings Ltd.

90,550

93,635

Fielmann AG

216

14,960

H&M Hennes & Mauritz AB (B Shares)

5,039

219,886

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Inditex SA

1,715

$ 53,900

Kingfisher PLC

28,289

159,511

Nitori Holdings Co. Ltd.

1,100

72,828

USS Co. Ltd.

7,300

129,005

 

743,725

Textiles, Apparel & Luxury Goods - 1.4%

adidas AG

325

25,251

Burberry Group PLC

1,200

34,681

Compagnie Financiere Richemont SA Series A

811

71,459

Global Brands Group Holding Ltd. (a)

148,000

25,380

Hermes International SCA

80

25,814

Japan Tobacco, Inc.

15,000

472,978

Kering SA

200

40,733

Li & Fung Ltd.

24,000

24,539

LVMH Moet Hennessy - Louis Vuitton SA

962

176,443

 

897,278

TOTAL CONSUMER DISCRETIONARY

7,540,804

CONSUMER STAPLES - 10.6%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

1,459

185,089

Asahi Group Holdings

1,700

52,531

Diageo PLC

5,050

150,739

Embotelladoras Arca S.A.B. de CV (a)

2,746

17,435

Heineken NV (Bearer)

3,171

247,828

ITO EN Ltd.

1,400

29,094

Pernod Ricard SA

3,495

414,379

SABMiller PLC

1,500

85,105

 

1,182,200

Food & Staples Retailing - 0.5%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

1,201

46,345

Seven & i Holdings Co., Ltd.

2,000

76,464

Sundrug Co. Ltd.

1,500

73,730

Tesco PLC

18,070

68,404

Tsuruha Holdings, Inc.

400

27,018

Woolworths Ltd.

1,607

38,563

 

330,524

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 3.9%

Danone SA

11,394

$ 793,288

M. Dias Branco SA

1,507

44,062

Nestle SA

14,862

1,161,522

Saputo, Inc.

1,294

37,595

Toyo Suisan Kaisha Ltd.

2,000

71,390

Unilever NV (Certificaten Van Aandelen) (Bearer)

6,157

267,575

Unilever PLC

4,028

177,662

Viscofan Envolturas Celulosicas SA

209

12,889

 

2,565,983

Household Products - 1.6%

Colgate-Palmolive Co.

4,188

296,594

Reckitt Benckiser Group PLC

8,255

745,112

Svenska Cellulosa AB (SCA) (B Shares)

2,000

49,754

 

1,091,460

Personal Products - 1.5%

Beiersdorf AG

596

51,776

Kao Corp.

12,000

536,677

Kobayashi Pharmaceutical Co. Ltd.

1,600

109,676

Kose Corp.

1,800

91,787

L'Oreal SA

1,245

226,050

 

1,015,966

Tobacco - 1.3%

British American Tobacco PLC (United Kingdom)

9,708

565,996

Imperial Tobacco Group PLC

2,387

117,667

KT&G Corp.

2,367

171,972

 

855,635

TOTAL CONSUMER STAPLES

7,041,768

ENERGY - 4.8%

Energy Equipment & Services - 0.5%

Technip SA

3,673

239,300

Tecnicas Reunidas SA

1,923

79,708

 

319,008

Oil, Gas & Consumable Fuels - 4.3%

BG Group PLC

28,223

415,518

BP PLC

12,302

84,721

Cairn Energy PLC (a)

23,137

72,690

Canadian Natural Resources Ltd.

2,658

77,310

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Cenovus Energy, Inc.

1,371

$ 23,656

CNOOC Ltd.

113,000

161,670

Dragon Oil PLC

2,543

21,181

Enbridge, Inc.

2,002

93,094

Galp Energia SGPS SA Class B

3,910

45,964

Imperial Oil Ltd.

2,500

96,472

INPEX Corp.

11,000

130,437

Oil Search Ltd. ADR

10,484

66,848

Peyto Exploration & Development Corp.

665

18,597

Reliance Industries Ltd. sponsored GDR (c)

1,841

51,364

Repsol YPF SA

3,910

75,587

Royal Dutch Shell PLC:

Class A (Netherlands)

1,459

47,637

Class A (United Kingdom)

20,440

665,904

Statoil ASA

2,100

39,449

Suncor Energy, Inc.

3,400

102,073

Total SA

10,063

540,631

Tullow Oil PLC

2,407

14,392

Woodside Petroleum Ltd.

1,340

36,836

 

2,882,031

TOTAL ENERGY

3,201,039

FINANCIALS - 21.2%

Banks - 10.4%

Australia & New Zealand Banking Group Ltd.

8,871

244,970

Banco Bilbao Vizcaya Argentaria SA

4,276

42,777

Banco Popolare Societa Cooperativa (a)

1,435

22,128

Bank of Ireland (a)

227,129

86,231

Bankinter SA

5,606

43,845

Barclays PLC

71,618

283,595

BNP Paribas SA

7,340

427,858

BOC Hong Kong (Holdings) Ltd.

28,000

98,739

Chiba Bank Ltd.

7,000

52,723

China Merchants Bank Co. Ltd. (H Shares)

17,000

38,797

Commonwealth Bank of Australia

1,182

84,899

Credicorp Ltd. (United States)

242

35,143

Criteria CaixaCorp SA

11,728

54,466

Danske Bank A/S

2,283

60,461

DBS Group Holdings Ltd.

13,300

190,983

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

DNB ASA

11,964

$ 194,769

Erste Group Bank AG

2,322

60,855

First Gulf Bank PJSC

2,928

14,230

Hang Seng Bank Ltd.

1,800

32,817

HDFC Bank Ltd. sponsored ADR

2,600

161,226

HSBC Holdings PLC:

(Hong Kong)

22,400

200,683

(United Kingdom)

42,076

375,073

ING Groep NV (Certificaten Van Aandelen) (a)

33,574

498,010

Intesa Sanpaolo SpA

112,099

374,054

Joyo Bank Ltd.

9,000

48,301

Jyske Bank A/S (Reg.) (a)

641

27,751

Kasikornbank PCL:

NVDR

6,500

43,628

(For. Reg.)

3,400

22,716

KBC Groupe SA

5,273

319,939

Lloyds Banking Group PLC

304,972

371,496

Mitsubishi UFJ Financial Group, Inc.

54,800

356,910

Nordea Bank AB

9,200

124,145

North Pacific Bank Ltd.

9,600

37,557

Oversea-Chinese Banking Corp. Ltd.

4,200

32,297

PT Bank Rakyat Indonesia Tbk

34,100

33,968

Royal Bank of Scotland Group PLC (a)

23,337

131,899

Sberbank of Russia sponsored ADR

4,808

24,742

Seven Bank Ltd.

7,800

37,818

Societe Generale Series A

1,673

77,349

Standard Chartered PLC (United Kingdom)

8,351

127,767

Sumitomo Mitsui Financial Group, Inc.

14,000

557,810

Sumitomo Mitsui Trust Holdings, Inc.

10,000

41,547

Svenska Handelsbanken AB (A Shares)

900

45,340

Swedbank AB (A Shares)

5,400

140,554

Sydbank A/S

1,311

40,893

The Hachijuni Bank Ltd.

6,000

44,890

The Suruga Bank Ltd.

6,000

126,094

The Toronto-Dominion Bank

689

30,203

UniCredit SpA

7,392

49,177

Unione di Banche Italiane ScpA

4,040

31,692

United Overseas Bank Ltd.

2,900

49,091

Westpac Banking Corp.

7,655

227,700

 

6,882,606

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - 1.9%

Banca Generali SpA

907

$ 25,679

Cetip SA - Mercados Organizado

1,000

12,118

CI Financial Corp.

1,323

37,168

Credit Suisse Group AG

4,265

104,031

Daiwa Securities Group, Inc.

9,000

72,594

Julius Baer Group Ltd.

4,071

187,932

Macquarie Group Ltd.

2,082

118,534

Partners Group Holding AG

217

66,635

Schroders PLC

700

33,231

UBS Group AG

35,050

615,815

 

1,273,737

Consumer Finance - 0.2%

ACOM Co. Ltd. (a)

7,400

23,754

AEON Financial Service Co. Ltd.

3,000

68,840

Provident Financial PLC

412

17,460

 

110,054

Diversified Financial Services - 0.7%

Deutsche Boerse AG

431

35,160

FirstRand Ltd.

5,300

24,305

Fubon Financial Holding Co. Ltd.

25,000

44,526

Hong Kong Exchanges and Clearing Ltd.

1,000

23,080

IG Group Holdings PLC

8,974

101,276

Japan Exchange Group, Inc.

1,200

33,806

London Stock Exchange Group PLC

1,272

48,702

Mitsubishi UFJ Lease & Finance Co. Ltd.

3,700

17,878

ORIX Corp.

10,700

151,745

 

480,478

Insurance - 5.5%

AEGON NV

7,466

57,754

AIA Group Ltd.

82,200

483,822

Amlin PLC

5,807

47,470

AMP Ltd.

6,607

34,590

Assicurazioni Generali SpA

2,700

55,594

Aviva PLC

36,320

300,679

AXA SA

14,584

370,306

BB Seguridade Participacoes SA

3,100

35,382

Catlin Group Ltd.

474

5,009

Direct Line Insurance Group PLC

7,572

38,273

Euler Hermes SA

413

45,621

Fairfax Financial Holdings Ltd. (sub. vtg.)

449

235,616

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Gjensidige Forsikring ASA

811

$ 14,134

Hiscox Ltd.

14,714

179,685

Jardine Lloyd Thompson Group PLC

4,729

69,979

MAPFRE SA (Reg.)

8,468

29,746

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

9,500

105,647

Prudential PLC

15,586

391,150

Sampo Oyj (A Shares)

4,290

216,513

Sanlam Ltd.

2,176

14,101

Sony Financial Holdings, Inc.

11,100

168,135

St. James's Place Capital PLC

4,146

60,680

Tokio Marine Holdings, Inc.

500

18,184

Zurich Insurance Group AG

2,124

679,074

 

3,657,144

Real Estate Investment Trusts - 0.5%

British Land Co. PLC

3,762

48,119

Derwent London PLC

304

15,723

Fibra Uno Administracion SA de CV

6,800

19,101

Intu Properties PLC

9,845

53,729

Nippon Prologis REIT, Inc.

5

11,536

Nomura Real Estate Office Fund, Inc.

5

24,911

Unibail-Rodamco

450

129,720

Westfield Corp. unit

7,601

58,266

 

361,105

Real Estate Management & Development - 2.0%

AEON MALL Co. Ltd.

990

19,142

Brookfield Asset Management, Inc.

1,077

58,460

CapitaLand Ltd.

7,000

18,439

Cheung Kong Holdings Ltd.

3,000

59,375

China Overseas Land and Investment Ltd.

12,000

36,592

Daito Trust Construction Co. Ltd.

200

21,626

Deutsche Annington Immobilien SE

5,456

210,488

Deutsche Wohnen AG (Bearer)

10,070

277,608

Emaar Properties PJSC

8,383

17,232

GAGFAH SA

4,563

107,549

Hongkong Land Holdings Ltd.

5,000

37,750

Hysan Development Co. Ltd.

4,000

19,186

LEG Immobilien AG

1,220

100,332

Lend Lease Group unit

2,716

36,822

Mitsui Fudosan Co. Ltd.

2,000

54,947

Sino Land Ltd.

14,000

22,889

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Sumitomo Realty & Development Co. Ltd.

2,000

$ 68,731

Sun Hung Kai Properties Ltd.

3,000

47,036

TAG Immobilien AG

6,310

84,876

 

1,299,080

TOTAL FINANCIALS

14,064,204

HEALTH CARE - 10.6%

Biotechnology - 0.1%

Actelion Ltd.

500

59,842

Health Care Equipment & Supplies - 0.7%

Ansell Ltd.

1,355

26,639

Coloplast A/S Series B

420

33,539

Essilor International SA

522

61,014

Nihon Kohden Corp.

1,500

77,116

Olympus Corp. (a)

1,500

54,357

Sonova Holding AG Class B

107

14,826

Sysmex Corp.

1,000

53,668

Terumo Corp.

5,800

160,000

 

481,159

Health Care Providers & Services - 0.1%

Fresenius SE & Co. KGaA

900

51,546

Miraca Holdings, Inc.

600

28,790

 

80,336

Health Care Technology - 0.1%

M3, Inc.

1,000

22,219

Life Sciences Tools & Services - 0.1%

Eurofins Scientific SA

76

20,620

ICON PLC (a)

253

17,460

Lonza Group AG

138

17,008

Morphosys AG (a)

165

13,752

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

413

16,499

 

85,339

Pharmaceuticals - 9.5%

Astellas Pharma, Inc.

14,900

236,781

AstraZeneca PLC (United Kingdom)

2,506

172,698

Bayer AG

6,557

968,932

BTG PLC (a)

2,067

24,205

GlaxoSmithKline PLC

28,613

678,453

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Hikma Pharmaceuticals PLC

1,802

$ 68,799

Novartis AG

13,176

1,347,564

Novo Nordisk A/S Series B

4,251

203,430

Roche Holding AG (participation certificate)

4,203

1,145,273

Sanofi SA

4,471

437,301

Santen Pharmaceutical Co. Ltd.

5,100

341,492

Shire PLC

2,841

229,187

Teva Pharmaceutical Industries Ltd.

300

17,031

Teva Pharmaceutical Industries Ltd. sponsored ADR

4,421

252,085

UCB SA

445

34,037

Valeant Pharmaceuticals International (Canada) (a)

583

114,851

 

6,272,119

TOTAL HEALTH CARE

7,001,014

INDUSTRIALS - 10.8%

Aerospace & Defense - 0.7%

BAE Systems PLC

4,900

40,245

Cobham PLC

40,829

215,135

Finmeccanica SpA (a)

6,800

82,335

Meggitt PLC

2,671

22,474

Rolls-Royce Group PLC

3,300

48,349

Safran SA

1,000

70,388

 

478,926

Air Freight & Logistics - 0.9%

PostNL NV (a)

23,126

103,258

Yamato Holdings Co. Ltd.

21,000

491,536

 

594,794

Airlines - 0.6%

easyJet PLC

2,873

76,823

International Consolidated Airlines Group SA (a)

6,100

54,589

International Consolidated Airlines Group SA CDI (a)

26,616

238,328

Ryanair Holdings PLC sponsored ADR

900

57,015

 

426,755

Building Products - 0.5%

ASSA ABLOY AB (B Shares)

830

49,828

Compagnie de St. Gobain

1,576

70,959

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Building Products - continued

Daikin Industries Ltd.

1,200

$ 78,214

Geberit AG (Reg.)

440

156,736

 

355,737

Commercial Services & Supplies - 0.7%

Babcock International Group PLC

3,066

47,808

Brambles Ltd.

40,409

350,489

Intrum Justitia AB

458

13,003

Secom Co. Ltd.

800

49,802

 

461,102

Construction & Engineering - 0.4%

Balfour Beatty PLC

18,779

72,712

JGC Corp.

9,000

184,627

Taisei Corp.

4,000

24,142

 

281,481

Electrical Equipment - 1.8%

Fuji Electric Co. Ltd.

3,000

14,445

Legrand SA

8,618

476,412

Mitsubishi Electric Corp.

2,000

23,423

Nidec Corp.

1,200

81,045

OSRAM Licht AG

1,290

59,158

Schneider Electric SA

5,691

458,406

Vestas Wind Systems A/S

1,400

59,016

 

1,171,905

Industrial Conglomerates - 0.7%

Bidvest Group Ltd.

895

24,678

Hutchison Whampoa Ltd.

14,000

191,702

Siemens AG

1,689

188,802

Toshiba Corp.

13,000

53,728

 

458,910

Machinery - 2.0%

Alfa Laval AB

3,992

80,156

Andritz AG

500

28,844

Atlas Copco AB (A Shares)

9,346

301,444

Fanuc Corp.

400

76,723

GEA Group AG

1,098

54,309

Glory Ltd.

1,900

51,143

Ishikawajima-Harima Heavy Industries Co. Ltd.

8,000

37,250

Joy Global, Inc.

1,677

74,325

JTEKT Corp.

1,200

18,809

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Kawasaki Heavy Industries Ltd.

6,000

$ 28,439

Komatsu Ltd.

5,500

114,460

Kone Oyj (B Shares)

1,113

51,290

Makita Corp.

400

19,026

Minebea Ltd.

2,388

36,052

NGK Insulators Ltd.

2,000

38,972

Schindler Holding AG (participation certificate)

1,216

200,636

SMC Corp.

300

83,448

Tadano Ltd.

1,000

12,949

 

1,308,275

Professional Services - 0.5%

Adecco SA (Reg.)

695

54,676

Capita Group PLC

3,788

69,475

Michael Page International PLC

13,608

105,464

Recruit Holdings Co. Ltd. (a)

400

12,522

SEEK Ltd.

2,794

37,748

SGS SA (Reg.)

26

52,608

Temp Holdings Co., Ltd.

500

16,823

 

349,316

Road & Rail - 0.5%

Canadian National Railway Co.

475

32,810

Canadian Pacific Railway Ltd.

161

30,150

East Japan Railway Co.

3,100

260,050

 

323,010

Trading Companies & Distributors - 1.2%

Ashtead Group PLC

3,496

64,228

Brenntag AG

3,435

200,846

Bunzl PLC

11,493

336,416

Mitsubishi Corp.

3,600

71,940

Noble Group Ltd.

44,278

31,677

Rexel SA

1,400

27,354

Travis Perkins PLC

1,000

31,124

Wolseley PLC

500

30,653

 

794,238

Transportation Infrastructure - 0.3%

Abertis Infraestructuras SA

1,633

31,888

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Transportation Infrastructure - continued

China Merchants Holdings International Co. Ltd.

34,308

$ 130,494

Groupe Eurotunnel SA

1,119

15,302

 

177,684

TOTAL INDUSTRIALS

7,182,133

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 0.8%

Nokia Corp.

6,909

55,522

Telefonaktiebolaget LM Ericsson (B Shares)

35,065

452,832

 

508,354

Electronic Equipment & Components - 2.0%

China High Precision Automation Group Ltd. (a)

15,000

580

Halma PLC

12,212

134,331

Hexagon AB (B Shares)

705

25,462

Hirose Electric Co. Ltd.

1,000

131,327

Hitachi Ltd.

47,000

321,388

Hoya Corp.

3,000

121,066

Ingenico SA

144

16,039

Keyence Corp.

300

153,229

Murata Manufacturing Co. Ltd.

1,400

172,564

OMRON Corp.

2,400

105,931

Spectris PLC

2,173

73,034

TDK Corp.

900

63,348

 

1,318,299

Internet Software & Services - 0.3%

Alibaba Group Holding Ltd. sponsored ADR

281

23,919

Baidu.com, Inc. sponsored ADR (a)

167

34,026

NetEase, Inc. sponsored ADR

357

35,714

Rocket Internet AG (a)

576

32,822

Tencent Holdings Ltd.

4,300

75,025

YY, Inc. ADR (a)

221

11,644

 

213,150

IT Services - 2.2%

Accenture PLC Class A

1,085

97,683

Amadeus IT Holding SA Class A

8,993

370,844

Cap Gemini SA

573

46,341

Cognizant Technology Solutions Corp. Class A (a)

2,149

134,280

Computershare Ltd.

15,468

152,051

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

Fujitsu Ltd.

7,000

$ 42,184

Infosys Ltd. sponsored ADR

1,922

70,557

Nomura Research Institute Ltd.

9,400

328,853

OBIC Co. Ltd.

3,800

141,200

SCSK Corp.

500

13,730

Wirecard AG

319

14,722

WNS Holdings Ltd. sponsored ADR (a)

1,507

36,876

 

1,449,321

Semiconductors & Semiconductor Equipment - 2.0%

Altera Corp.

1,258

46,559

ams AG

890

39,349

Analog Devices, Inc.

3,505

205,183

ARM Holdings PLC

298

5,303

ASM International NV (Netherlands)

1,002

45,401

Infineon Technologies AG

15,156

175,455

MediaTek, Inc.

12,000

180,523

NXP Semiconductors NV (a)

744

63,162

SK Hynix, Inc. (a)

928

39,274

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

17,075

418,850

Texas Instruments, Inc.

1,443

84,848

Xilinx, Inc.

1,081

45,802

 

1,349,709

Software - 0.6%

Check Point Software Technologies Ltd. (a)

1,195

99,771

Constellation Software, Inc.

42

14,144

Dassault Systemes SA

2,045

143,097

SAP AG

1,596

112,221

 

369,233

Technology Hardware, Storage & Peripherals - 0.5%

Lenovo Group Ltd.

36,000

55,515

NEC Corp.

12,000

36,514

Neopost SA

1,948

105,072

Samsung Electronics Co. Ltd.

72

88,732

Seiko Epson Corp.

1,700

62,458

 

348,291

TOTAL INFORMATION TECHNOLOGY

5,556,357

Common Stocks - continued

Shares

Value

MATERIALS - 5.8%

Chemicals - 4.6%

Air Liquide SA

598

$ 79,032

Akzo Nobel NV

8,063

599,121

Asahi Kasei Corp.

9,000

92,991

BASF AG

475

45,527

Clariant AG (Reg.)

11,126

201,432

Daicel Chemical Industries Ltd.

3,000

38,922

Givaudan SA

182

349,548

HEXPOL AB (B Shares)

150

16,103

Incitec Pivot Ltd.

3,422

10,883

Johnson Matthey PLC

667

35,104

JSR Corp.

10,200

186,648

K&S AG

1,931

62,288

Kuraray Co. Ltd.

1,900

26,127

Linde AG

2,142

435,776

Nippon Paint Holdings Co. Ltd.

1,000

34,692

Novozymes A/S Series B

686

33,280

Shin-Etsu Chemical Co., Ltd.

3,100

212,575

Sigma Aldrich Corp.

936

129,224

Sumitomo Chemical Co. Ltd.

10,000

46,729

Symrise AG

3,869

246,095

Syngenta AG (Switzerland)

249

87,991

Yara International ASA

887

48,827

 

3,018,915

Construction Materials - 0.1%

James Hardie Industries PLC CDI

6,835

80,861

Containers & Packaging - 0.1%

Rexam PLC

4,051

34,773

Smurfit Kappa Group PLC

1,052

29,472

 

64,245

Metals & Mining - 0.9%

BHP Billiton Ltd.

1,162

30,518

Glencore Xstrata PLC

16,718

77,495

Hitachi Metals Ltd.

2,000

32,217

Iluka Resources Ltd.

11,065

67,959

Randgold Resources Ltd.

485

38,479

Rio Tinto PLC

7,681

378,017

 

624,685

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Mondi PLC

2,356

$ 48,376

TOTAL MATERIALS

3,837,082

TELECOMMUNICATION SERVICES - 5.7%

Diversified Telecommunication Services - 1.7%

Bezeq The Israel Telecommunication Corp. Ltd.

8,500

13,631

BT Group PLC

37,650

263,976

Deutsche Telekom AG

6,780

126,597

Hellenic Telecommunications Organization SA (a)

3,804

37,886

HKT Trust/HKT Ltd. unit

27,140

35,973

Iliad SA

121

31,421

Koninklijke KPN NV

29,347

100,028

Orange SA

4,400

80,249

PCCW Ltd.

29,000

18,509

TDC A/S

14,808

117,138

Telecom Italia SpA (a)

45,924

54,884

Telefonica SA

2,429

37,735

Telenor ASA

1,023

20,524

Telstra Corp. Ltd.

37,409

186,204

 

1,124,755

Wireless Telecommunication Services - 4.0%

Advanced Info Service PCL (For. Reg.)

3,200

23,062

China Mobile Ltd.

22,768

308,966

Drillisch AG

765

31,987

KDDI Corp.

17,400

1,205,818

Mobile TeleSystems OJSC (a)

4,978

20,076

MTN Group Ltd.

2,086

36,948

Philippine Long Distance Telephone Co.

510

36,609

SK Telecom Co. Ltd.

1,142

298,739

SoftBank Corp.

1,400

86,465

Vodafone Group PLC

169,125

585,394

 

2,634,064

TOTAL TELECOMMUNICATION SERVICES

3,758,819

UTILITIES - 1.8%

Electric Utilities - 0.5%

Fortum Corp.

855

19,480

Iberdrola SA

8,934

61,055

Common Stocks - continued

Shares

Value

UTILITIES - continued

Electric Utilities - continued

Red Electrica Corporacion SA

400

$ 34,082

Scottish & Southern Energy PLC

7,421

180,217

Tohoku Electric Power Co., Inc.

1,600

18,739

 

313,573

Gas Utilities - 0.3%

APA Group unit

10,266

73,721

China Resources Gas Group Ltd.

24,000

59,352

Tokyo Gas Co. Ltd.

17,000

103,485

 

236,558

Multi-Utilities - 1.0%

Canadian Utilities Ltd. Class A (non-vtg.)

1,763

58,597

Centrica PLC

13,946

52,599

GDF Suez

18,717

416,287

National Grid PLC

5,751

78,666

RWE AG

2,000

55,919

Suez Environnement SA

966

17,237

 

679,305

TOTAL UTILITIES

1,229,436

TOTAL COMMON STOCKS

(Cost $49,360,992)


60,412,656

Nonconvertible Preferred Stocks - 1.1%

 

 

 

 

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

Volkswagen AG

642

162,006

CONSUMER STAPLES - 0.6%

Beverages - 0.1%

Ambev SA sponsored ADR

11,216

72,343

Household Products - 0.5%

Henkel AG & Co. KGaA

2,812

333,085

TOTAL CONSUMER STAPLES

405,428

FINANCIALS - 0.1%

Banks - 0.1%

Itau Unibanco Holding SA

2,420

31,116

Nonconvertible Preferred Stocks - continued

Shares

Value

MATERIALS - 0.0%

Metals & Mining - 0.0%

Gerdau SA sponsored ADR

8,027

$ 28,656

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Telecom Italia SpA (Risparmio Shares)

51,913

50,940

Telefonica Brasil SA sponsored ADR

1,396

25,874

 

76,814

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $584,923)


704,020

Equity Funds - 1.6%

 

 

 

 

Europe Stock Funds - 1.6%

WisdomTree Europe Hedged Equity ETF
(Cost $1,001,411)

16,800


1,080,912

U.S. Treasury Obligations - 0.1%

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 4/23/15 to 5/7/15 (d)
(Cost $89,997)

$ 90,000


89,998

Money Market Funds - 5.9%

Shares

 

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $3,909,029)

3,909,029


3,909,029

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $54,946,352)

66,196,615

NET OTHER ASSETS (LIABILITIES) - 0.2%

132,542

NET ASSETS - 100%

$ 66,329,157

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

8 CME Nikkei 225 Index Contracts (United States)

March 2015

$ 755,200

$ 33,046

15 NYSE E-mini MSCI EAFE Index Contracts (United States)

March 2015

1,406,475

69,372

TOTAL EQUITY INDEX CONTRACTS

$ 2,161,675

$ 102,418

 

The face value of futures purchased as a percentage of net assets is 3.3%

 

For the period, the average monthly notional amount for futures in the aggregate was $2,539,813.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $51,364 or 0.1% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $89,998.

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 7,702,810

$ 5,632,436

$ 2,070,374

$ -

Consumer Staples

7,447,196

3,331,809

4,115,387

-

Energy

3,201,039

1,245,509

1,955,530

-

Financials

14,095,320

9,693,921

4,401,399

-

Health Care

7,001,014

2,770,077

4,230,937

-

Industrials

7,182,133

6,912,286

269,847

-

Information Technology

5,556,357

4,854,874

700,903

580

Materials

3,865,738

3,330,733

535,005

-

Telecommunication Services

3,835,641

1,784,983

2,050,658

-

Utilities

1,229,436

1,150,770

78,666

-

Equity Funds

1,080,912

1,080,912

-

-

U.S. Treasury Obligations

89,998

-

89,998

-

Money Market Funds

3,909,021

3,909,021

-

-

Total Investments in Securities:

$ 66,196,615

$ 45,697,331

$ 20,498,704

$ 580

Derivative Instruments:

Assets

Futures Contracts

$ 102,418

$ 102,418

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended February 28, 2015. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 1,791,189

Level 2 to Level 1

$ 5,987,393

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 102,418

$ -

Total Value of Derivatives

$ 102,418

$ -

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

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

Japan

18.9%

United Kingdom

17.7%

Switzerland

9.7%

United States of America

9.7%

France

9.4%

Germany

7.4%

Netherlands

3.8%

Australia

2.6%

Hong Kong

2.6%

Sweden

2.3%

Spain

2.0%

Canada

1.8%

Korea (South)

1.2%

Italy

1.1%

Taiwan

1.0%

Others (Individually Less Than 1%)

8.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $54,946,352)

 

$ 66,196,615

Cash

 

5,609

Foreign currency held at value (cost $6,946)

6,968

Receivable for investments sold

190,107

Receivable for fund shares sold

34,709

Dividends receivable

182,063

Prepaid expenses

38

Other receivables

394

Total assets

66,616,503

 

 

 

Liabilities

Payable for investments purchased

$ 161,173

Payable for fund shares redeemed

285

Accrued management fee

35,528

Distribution and service plan fees payable

22

Audit fee payable

35,446

Custody fee payable

43,860

Payable for daily variation margin for derivative instruments

1,325

Other affiliated payables

7,370

Other payables and accrued expenses

2,337

Total liabilities

287,346

 

 

 

Net Assets

$ 66,329,157

Net Assets consist of:

 

Paid in capital

$ 55,130,273

Distributions in excess of net investment income

(291)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(143,049)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

11,342,224

Net Assets

$ 66,329,157

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

International Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($63,653,172 ÷ 5,239,613 shares)

$ 12.15

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,464,725 ÷ 202,740 shares)

$ 12.16

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($105,802 ÷ 8,718 shares)

$ 12.14

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($105,458 ÷ 8,693 shares)

$ 12.13

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 1,780,249

Interest

 

17

Income before foreign taxes withheld

 

1,780,266

Less foreign taxes withheld

 

(143,390)

Total income

 

1,636,876

 

 

 

Expenses

Management fee

$ 430,775

Transfer agent fees

59,035

Distribution and service plan fees

257

Accounting fees and expenses

33,886

Custodian fees and expenses

125,859

Independent trustees' compensation

738

Registration fees

39,962

Audit

55,178

Legal

452

Miscellaneous

654

Total expenses before reductions

746,796

Expense reductions

(16,332)

730,464

Net investment income (loss)

906,412

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,014,425

Foreign currency transactions

(31,907)

Futures contracts

132,007

Realized gain distributions from underlying funds:

 

 

Unaffiliated issuers

33,902

Total net realized gain (loss)

 

2,148,427

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,161,435)

Assets and liabilities in foreign currencies

(17,976)

Futures contracts

27,256

Total change in net unrealized appreciation (depreciation)

 

(2,152,155)

Net gain (loss)

(3,728)

Net increase (decrease) in net assets resulting from operations

$ 902,684

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 906,412

$ 1,436,890

Net realized gain (loss)

2,148,427

1,643,311

Change in net unrealized appreciation (depreciation)

(2,152,155)

8,202,806

Net increase (decrease) in net assets resulting
from operations

902,684

11,283,007

Distributions to shareholders from net investment income

(1,434,668)

(895,819)

Distributions to shareholders from net realized gain

(2,718,059)

(1,208,199)

Total distributions

(4,152,727)

(2,104,018)

Share transactions - net increase (decrease)

(758,476)

4,726,850

Redemption fees

14

157

Total increase (decrease) in net assets

(4,008,505)

13,905,996

 

 

 

Net Assets

Beginning of period

70,337,662

56,431,666

End of period (including distributions in excess of net investment income of $291 and undistributed net investment income of $560,266, respectively)

$ 66,329,157

$ 70,337,662

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

Annual Report

Financial Highlights - International Multi-Manager

Years ended February 28,

2015

2014

2013 F

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.80

$ 11.04

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .17

  .27 E

  .11

Net realized and unrealized gain (loss)

  (.03)

  1.89

  1.05

Total from investment operations

  .14

  2.16

  1.16

Distributions from net investment income

  (.27)

  (.17)

  (.10)

Distributions from net realized gain

  (.52)

  (.23)

  (.02)

Total distributions

  (.79)

  (.40)

  (.12)

Redemption fees added to paid in capital D, I

  -

  -

  -

Net asset value, end of period

$ 12.15

$ 12.80

$ 11.04

Total Return B, C

  1.25%

  19.74%

  11.64%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.14%

  1.20%

  1.29% A

Expenses net of fee waivers, if any

  1.14%

  1.18%

  1.18% A

Expenses net of all reductions

  1.12%

  1.17%

  1.16% A

Net investment income (loss)

  1.38%

  2.29% E

  1.26% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 63,653

$ 68,582

$ 56,164

Portfolio turnover rate H

  41%

  46%

  42% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.09 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.50%.

F For the period May 2, 2012 (commencement of operations) to February 28, 2013.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013 F

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.82

$ 11.05

$ 10.69

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .18

  .29 E

  .01

Net realized and unrealized gain (loss)

  (.04)

  1.88

  .35

Total from investment operations

  .14

  2.17

  .36

Distributions from net investment income

  (.29)

  (.17)

  -

Distributions from net realized gain

  (.52)

  (.23)

  -

Total distributions

  (.80) J

  (.40)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

Net asset value, end of period

$ 12.16

$ 12.82

$ 11.05

Total Return B, C

  1.30%

  19.85%

  3.37%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.05%

  1.16%

  1.25% A

Expenses net of fee waivers, if any

  1.05%

  1.09%

  1.09% A

Expenses net of all reductions

  1.03%

  1.08%

  1.07% A

Net investment income (loss)

  1.48%

  2.38% E

  .44% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,465

$ 1,547

$ 267

Portfolio turnover rate H

  41%

  46%

  42% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.59%.

F For the period December 18, 2012 (commencement of operations) to February 28, 2013.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.80 per share is comprised of distributions from net investment income of $.286 and distributions from net realized gain of $.517 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.80

$ 12.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .17

  .11 E

Net realized and unrealized gain (loss)

  (.04)

  .45

Total from investment operations

  .13

  .56

Distributions from net investment income

  (.28)

  (.17)

Distributions from net realized gain

  (.52)

  (.21)

Total distributions

  (.79) J

  (.38)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.14

$ 12.80

Total Return B, C

  1.21%

  4.57%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  1.15%

  1.33% A

Expenses net of fee waivers, if any

  1.15%

  1.18% A

Expenses net of all reductions

  1.13%

  1.17% A

Net investment income (loss)

  1.38%

  2.88% A, E

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 105

Portfolio turnover rate H

  41%

  46%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.09%.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.79 per share is comprised of distributions from net investment income of $.275 and distributions from net realized gain of $.517 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.79

$ 12.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .14

  .10 E

Net realized and unrealized gain (loss)

  (.04)

  .45

Total from investment operations

  .10

  .55

Distributions from net investment income

  (.24)

  (.17)

Distributions from net realized gain

  (.52)

  (.21)

Total distributions

  (.76)

  (.38)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.13

$ 12.79

Total Return B, C

  .95%

  4.45%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  1.40%

  1.59% A

Expenses net of fee waivers, if any

  1.40%

  1.43% A

Expenses net of all reductions

  1.38%

  1.42% A

Net investment income (loss)

  1.13%

  2.63% A, E

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 105

$ 104

Portfolio turnover rate H

  41%

  46%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.84%.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

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

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

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

$ 13,087,395

Gross unrealized depreciation

(2,048,339)

Net unrealized appreciation (depreciation) on securities

$ 11,039,056

 

 

Tax Cost

$ 55,157,559

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 530,549

Net unrealized appreciation (depreciation) on securities and other investments

$ 11,028,599

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,729,849

$ 1,208,713

Long-term Capital Gains

2,422,878

895,305

Total

$ 4,152,727

$ 2,104,018

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been subject to a redemption fee equal to 1.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

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

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

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

Equity Risk

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

 

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $132,007 and a change in net unrealized appreciation (depreciation) of $27,256 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $25,179,975 and $28,227,190, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.05% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .66% of the Fund's average net assets.

Sub-Advisers. Causeway Capital Management, LLC, Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (an affiliate of the investment adviser) and William Blair & Company, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Thompson, Siegel & Walmsley LLC (TS&W) has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, TS&W has not been allocated any portion of the Fund's assets. TS&W in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

In March 2015, the Board of Trustees approved the appointment of Arrowstreet Capital, Limited Partnership as an additional sub-adviser for the Fund.

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

 

Service
Fee

Total
Fees

Retained
by FDC

Class N

.25%

$ 257

$ 257

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

International Multi-Manager

$ 58,831

.09

Class L

102

.10

Class N

102

.10

 

$ 59,035

 

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $102 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $16,332 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net investment income

 

 

International Multi-Manager

$ 1,385,396

$ 878,745

Class F

44,987

14,394

Class L

2,272

1,356

Class N

2,013

1,324

Total

$ 1,434,668

$ 895,819

Annual Report

Notes to Financial Statements - continued

8. Distributions to Shareholders - continued

Years ended February 28,

2015

2014A

From net realized gain

 

 

International Multi-Manager

$ 2,624,206

$ 1,186,847

Class F

85,289

18,024

Class L

4,283

1,664

Class N

4,281

1,664

Total

$ 2,718,059

$ 1,208,199

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

International Multi-Manager

 

 

 

 

Shares sold

145,819

130,491

$ 1,782,542

$ 1,604,892

Reinvestment of distributions

335,000

168,763

4,009,602

2,065,592

Shares redeemed

(597,389)

(28,659)

(7,566,740)

(344,449)

Net increase (decrease)

(116,570)

270,595

$ (1,774,596)

$ 3,326,035

Class F

 

 

 

 

Shares sold

89,216

101,699

$ 1,094,055

$ 1,260,107

Reinvestment of distributions

10,927

2,636

130,276

32,418

Shares redeemed

(18,073)

(7,859)

(221,060)

(97,718)

Net increase (decrease)

82,070

96,476

$ 1,003,271

$ 1,194,807

Class L

 

 

 

 

Shares sold

-

7,924

$ -

$ 100,000

Reinvestment of distributions

549

245

6,555

3,020

Net increase (decrease)

549

8,169

$ 6,555

$ 103,020

Class N

 

 

 

 

Shares sold

-

7,924

$ -

$ 100,000

Reinvestment of distributions

526

243

6,294

2,988

Net increase (decrease)

526

8,167

$ 6,294

$ 102,988

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

10. 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

Annual Report

10. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 94% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers International Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers International Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers International Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 16, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers International Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

International Multi-Manager

04/13/15

04/10/15

$0.098

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $2,290,057, or, if subsequently determined to be different, the net capital gain of such year.

International Multi-Manager designates 4% of the dividends distributed in December 2014, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

International Multi-Manager designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Multi-Manager

4/7/14

$0.1055

$0.0025

International Multi-Manager

12/8/14

$0.2492

$0.0252

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Causeway Capital Management LLC (Causeway), Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (Pyramis), and William Blair & Company, LLC (William Blair) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers International Multi-Manager Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the first quartile and that Class F had out-performed 80% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted that the fund's maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 1.18%, 1.18%, and 1.43%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.09% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers International Multi-Manager Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended Feb-ruary 28, 2014.

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

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

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration Strategic Advisers' contractual reimbursement commitment.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers International Multi-Manager Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with Thompson, Siegel & Walmsley LLC (New Sub-Adviser) for the fund.

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

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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by the New Sub-Adviser under the Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses. In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or the portion of the management fee retained by Strategic Advisers, if any. The Board considered that Strategic Advisers has contractually agreed to reimburse the retail class, Class L and Class N of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) as a percentage of net assets exceed 1.18%, 1.18% and 1.43%, respectively, through April 30, 2015. In addition, the Board noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.09% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that the Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Arrowstreet Capital,
Limited Partnership

Causeway Capital Management LLC

Massachusetts Financial Services
Company

Pyramis Global Advisors, LLC

Thompson, Siegel & Walmsley LLC

William Blair & Company, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Quincy, MA

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

STG-UANN-0415
1.938042.102

Strategic Advisers®
International Multi-Manager Fund

Class F

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class F B

1.30%

11.39%

A From May 2, 2012.

B The initial offering of Class F shares took place on December 18, 2012. Returns prior to December18, 2012, are those of Strategic Advisers® International Multi-Manager Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hyphothetically that $10,000 was invested in Strategic Advisers® International Multi-Manager Fund - Class F on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period. See footnote B above for additional information regarding the performance of Class F.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® International Multi-Manager Fund: For the year, the Class F shares of Strategic Advisers® International Multi-Manager Fund (the Fund) rose 1.30%, outpacing the 0.10% gain of the MSCI EAFE Index. Relative to the benchmark, sub-adviser Massachusetts Financial Services' (MFS) International Value strategy was the biggest relative contributor by far. MFS's quality-focused all-cap approach delivered solid security selection in Europe, as well as beneficial overall positioning in strong-performing Japan and the United States, the latter of which was outside the benchmark. Quality growth-oriented William Blair & Company also aided relative performance, led by productive stock picks in health care, financials and information technology, particularly in the United Kingdom, and among U.S.-domiciled multinational companies. MFS's International Research Equity strategy was a further contributor, fueled by favorable selections in energy, technology and health care, along with out-of-benchmark exposure to emerging markets. On the downside, Causeway Capital Management was the principal detractor, due to adverse stock choices in financials and industrials, coupled with an overweighting in energy, primarily in France, Spain and Singapore. We hired Thompson, Siegel & Walmsley as a sub-adviser in September, but as of period end had yet to invest any assets in its strategy.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

International Multi-Manager

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 5.57

HypotheticalA

 

$ 1,000.00

$ 1,019.24

$ 5.61

Class F

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 5.12

HypotheticalA

 

$ 1,000.00

$ 1,019.69

$ 5.16

Class L

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.20

$ 5.57

HypotheticalA

 

$ 1,000.00

$ 1,019.24

$ 5.61

Class N

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,004.00

$ 6.81

HypotheticalA

 

$ 1,000.00

$ 1,018.00

$ 6.85

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Novartis AG

2.0

2.2

KDDI Corp.

1.8

1.7

Nestle SA

1.7

1.8

Roche Holding AG (participation certificate)

1.7

1.6

WisdomTree Europe Hedged Equity ETF

1.6

0.0

Bayer AG

1.5

1.6

Danone SA

1.2

1.1

Reckitt Benckiser Group PLC

1.1

1.1

Zurich Insurance Group AG

1.0

1.0

GlaxoSmithKline PLC

1.0

1.0

 

14.6

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.8

Consumer Discretionary

11.7

10.4

Consumer Staples

11.2

11.7

Industrials

10.8

11.7

Health Care

10.6

10.4

Geographic Diversification (% of fund's net assets)

As of February 28, 2015

sae779

Japan 18.9%

 

sae781

United Kingdom 17.7%

 

sae783

Switzerland 9.7%

 

sae785

United States of America* 9.7%

 

sae787

France 9.4%

 

sae789

Germany 7.4%

 

sae791

Netherlands 3.8%

 

sae793

Australia 2.6%

 

sae795

Hong Kong 2.6%

 

sae797

Other 18.2%

 

sae799

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of August 31, 2014

sae801

United Kingdom 18.2%

 

sae803

Japan 17.9%

 

sae805

Switzerland 10.3%

 

sae807

France 9.9%

 

sae809

United States of America* 8.0%

 

sae811

Germany 7.4%

 

sae813

Netherlands 3.9%

 

sae815

Australia 3.0%

 

sae817

Hong Kong 2.3%

 

sae819

Other 19.1%

 

sae821

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae823

Stocks 92.2%

 

sae825

Stocks 93.0%

 

sae827

Europe Stock Funds 1.6%

 

sae829

Europe Stock Funds 0.0%

 

sae831

Other 0.0%

 

sae833

Other 0.1%

 

sae835

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.2%

 

sae837

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.9%

 

sae839

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 91.1%

Shares

Value

CONSUMER DISCRETIONARY - 11.4%

Auto Components - 1.0%

Autoliv, Inc.

1,195

$ 134,438

Bridgestone Corp.

1,200

45,984

Compagnie Plastic Omnium

492

14,978

Continental AG

718

171,382

DENSO Corp.

4,900

230,121

Valeo SA

397

59,753

 

656,656

Automobiles - 2.3%

Bayerische Motoren Werke AG (BMW)

590

74,607

Brilliance China Automotive Holdings Ltd.

8,000

15,699

Daimler AG (Germany)

1,559

150,925

Fuji Heavy Industries Ltd.

4,800

162,949

Honda Motor Co. Ltd.

5,700

188,529

Hyundai Motor Co.

1,300

189,491

Isuzu Motors Ltd.

3,100

45,013

Mazda Motor Corp.

1,300

27,777

Renault SA

643

61,773

Suzuki Motor Corp.

1,400

44,238

Tata Motors Ltd. sponsored ADR

801

39,425

Toyota Motor Corp.

7,500

506,957

Volkswagen AG

57

14,119

 

1,521,502

Diversified Consumer Services - 0.0%

Kroton Educacional SA

1,500

5,490

Hotels, Restaurants & Leisure - 2.0%

Accor SA

659

34,531

Carnival PLC

4,548

204,734

Compass Group PLC

31,599

561,993

Flight Centre Travel Group Ltd.

947

30,532

InterContinental Hotel Group PLC

1,874

76,453

Sands China Ltd.

12,000

54,772

Whitbread PLC

3,458

280,545

Yum! Brands, Inc.

1,360

110,310

 

1,353,870

Household Durables - 0.7%

Barratt Developments PLC

4,000

31,834

Casio Computer Co. Ltd.

500

8,752

Coway Co. Ltd.

120

9,394

Nikon Corp.

14,700

189,856

Sony Corp.

2,600

73,461

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Taylor Wimpey PLC

25,020

$ 55,816

Techtronic Industries Co. Ltd.

19,000

65,777

 

434,890

Internet & Catalog Retail - 0.1%

Rakuten, Inc.

2,700

44,961

Vipshop Holdings Ltd. ADR (a)

1,392

34,034

 

78,995

Leisure Products - 0.1%

Sankyo Co. Ltd. (Gunma)

1,100

41,471

Yamaha Corp.

2,700

45,728

 

87,199

Media - 2.4%

Altice SA

800

79,766

Dentsu, Inc.

700

30,487

Fuji Media Holdings, Inc.

7,100

100,424

ITV PLC

61,570

214,159

Naspers Ltd. Class N

222

32,582

Nippon Television Network Corp.

3,600

59,556

ProSiebenSat.1 Media AG

3,729

183,171

Publicis Groupe SA

1

82

realestate.com.au Ltd.

397

15,204

Reed Elsevier NV

21,436

531,503

Reed Elsevier PLC

2,905

50,020

Telenet Group Holding NV (a)

491

28,159

UBM PLC

3,332

27,907

WPP PLC

8,793

207,747

 

1,560,767

Multiline Retail - 0.3%

Dollarama, Inc.

577

28,857

Don Quijote Holdings Co. Ltd.

400

31,064

Lifestyle International Holdings Ltd.

8,000

14,750

Marui Group Co. Ltd.

800

9,369

Next PLC

668

77,295

Ryohin Keikaku Co. Ltd.

300

39,097

 

200,432

Specialty Retail - 1.1%

Esprit Holdings Ltd.

90,550

93,635

Fielmann AG

216

14,960

H&M Hennes & Mauritz AB (B Shares)

5,039

219,886

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Inditex SA

1,715

$ 53,900

Kingfisher PLC

28,289

159,511

Nitori Holdings Co. Ltd.

1,100

72,828

USS Co. Ltd.

7,300

129,005

 

743,725

Textiles, Apparel & Luxury Goods - 1.4%

adidas AG

325

25,251

Burberry Group PLC

1,200

34,681

Compagnie Financiere Richemont SA Series A

811

71,459

Global Brands Group Holding Ltd. (a)

148,000

25,380

Hermes International SCA

80

25,814

Japan Tobacco, Inc.

15,000

472,978

Kering SA

200

40,733

Li & Fung Ltd.

24,000

24,539

LVMH Moet Hennessy - Louis Vuitton SA

962

176,443

 

897,278

TOTAL CONSUMER DISCRETIONARY

7,540,804

CONSUMER STAPLES - 10.6%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

1,459

185,089

Asahi Group Holdings

1,700

52,531

Diageo PLC

5,050

150,739

Embotelladoras Arca S.A.B. de CV (a)

2,746

17,435

Heineken NV (Bearer)

3,171

247,828

ITO EN Ltd.

1,400

29,094

Pernod Ricard SA

3,495

414,379

SABMiller PLC

1,500

85,105

 

1,182,200

Food & Staples Retailing - 0.5%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

1,201

46,345

Seven & i Holdings Co., Ltd.

2,000

76,464

Sundrug Co. Ltd.

1,500

73,730

Tesco PLC

18,070

68,404

Tsuruha Holdings, Inc.

400

27,018

Woolworths Ltd.

1,607

38,563

 

330,524

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 3.9%

Danone SA

11,394

$ 793,288

M. Dias Branco SA

1,507

44,062

Nestle SA

14,862

1,161,522

Saputo, Inc.

1,294

37,595

Toyo Suisan Kaisha Ltd.

2,000

71,390

Unilever NV (Certificaten Van Aandelen) (Bearer)

6,157

267,575

Unilever PLC

4,028

177,662

Viscofan Envolturas Celulosicas SA

209

12,889

 

2,565,983

Household Products - 1.6%

Colgate-Palmolive Co.

4,188

296,594

Reckitt Benckiser Group PLC

8,255

745,112

Svenska Cellulosa AB (SCA) (B Shares)

2,000

49,754

 

1,091,460

Personal Products - 1.5%

Beiersdorf AG

596

51,776

Kao Corp.

12,000

536,677

Kobayashi Pharmaceutical Co. Ltd.

1,600

109,676

Kose Corp.

1,800

91,787

L'Oreal SA

1,245

226,050

 

1,015,966

Tobacco - 1.3%

British American Tobacco PLC (United Kingdom)

9,708

565,996

Imperial Tobacco Group PLC

2,387

117,667

KT&G Corp.

2,367

171,972

 

855,635

TOTAL CONSUMER STAPLES

7,041,768

ENERGY - 4.8%

Energy Equipment & Services - 0.5%

Technip SA

3,673

239,300

Tecnicas Reunidas SA

1,923

79,708

 

319,008

Oil, Gas & Consumable Fuels - 4.3%

BG Group PLC

28,223

415,518

BP PLC

12,302

84,721

Cairn Energy PLC (a)

23,137

72,690

Canadian Natural Resources Ltd.

2,658

77,310

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Cenovus Energy, Inc.

1,371

$ 23,656

CNOOC Ltd.

113,000

161,670

Dragon Oil PLC

2,543

21,181

Enbridge, Inc.

2,002

93,094

Galp Energia SGPS SA Class B

3,910

45,964

Imperial Oil Ltd.

2,500

96,472

INPEX Corp.

11,000

130,437

Oil Search Ltd. ADR

10,484

66,848

Peyto Exploration & Development Corp.

665

18,597

Reliance Industries Ltd. sponsored GDR (c)

1,841

51,364

Repsol YPF SA

3,910

75,587

Royal Dutch Shell PLC:

Class A (Netherlands)

1,459

47,637

Class A (United Kingdom)

20,440

665,904

Statoil ASA

2,100

39,449

Suncor Energy, Inc.

3,400

102,073

Total SA

10,063

540,631

Tullow Oil PLC

2,407

14,392

Woodside Petroleum Ltd.

1,340

36,836

 

2,882,031

TOTAL ENERGY

3,201,039

FINANCIALS - 21.2%

Banks - 10.4%

Australia & New Zealand Banking Group Ltd.

8,871

244,970

Banco Bilbao Vizcaya Argentaria SA

4,276

42,777

Banco Popolare Societa Cooperativa (a)

1,435

22,128

Bank of Ireland (a)

227,129

86,231

Bankinter SA

5,606

43,845

Barclays PLC

71,618

283,595

BNP Paribas SA

7,340

427,858

BOC Hong Kong (Holdings) Ltd.

28,000

98,739

Chiba Bank Ltd.

7,000

52,723

China Merchants Bank Co. Ltd. (H Shares)

17,000

38,797

Commonwealth Bank of Australia

1,182

84,899

Credicorp Ltd. (United States)

242

35,143

Criteria CaixaCorp SA

11,728

54,466

Danske Bank A/S

2,283

60,461

DBS Group Holdings Ltd.

13,300

190,983

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

DNB ASA

11,964

$ 194,769

Erste Group Bank AG

2,322

60,855

First Gulf Bank PJSC

2,928

14,230

Hang Seng Bank Ltd.

1,800

32,817

HDFC Bank Ltd. sponsored ADR

2,600

161,226

HSBC Holdings PLC:

(Hong Kong)

22,400

200,683

(United Kingdom)

42,076

375,073

ING Groep NV (Certificaten Van Aandelen) (a)

33,574

498,010

Intesa Sanpaolo SpA

112,099

374,054

Joyo Bank Ltd.

9,000

48,301

Jyske Bank A/S (Reg.) (a)

641

27,751

Kasikornbank PCL:

NVDR

6,500

43,628

(For. Reg.)

3,400

22,716

KBC Groupe SA

5,273

319,939

Lloyds Banking Group PLC

304,972

371,496

Mitsubishi UFJ Financial Group, Inc.

54,800

356,910

Nordea Bank AB

9,200

124,145

North Pacific Bank Ltd.

9,600

37,557

Oversea-Chinese Banking Corp. Ltd.

4,200

32,297

PT Bank Rakyat Indonesia Tbk

34,100

33,968

Royal Bank of Scotland Group PLC (a)

23,337

131,899

Sberbank of Russia sponsored ADR

4,808

24,742

Seven Bank Ltd.

7,800

37,818

Societe Generale Series A

1,673

77,349

Standard Chartered PLC (United Kingdom)

8,351

127,767

Sumitomo Mitsui Financial Group, Inc.

14,000

557,810

Sumitomo Mitsui Trust Holdings, Inc.

10,000

41,547

Svenska Handelsbanken AB (A Shares)

900

45,340

Swedbank AB (A Shares)

5,400

140,554

Sydbank A/S

1,311

40,893

The Hachijuni Bank Ltd.

6,000

44,890

The Suruga Bank Ltd.

6,000

126,094

The Toronto-Dominion Bank

689

30,203

UniCredit SpA

7,392

49,177

Unione di Banche Italiane ScpA

4,040

31,692

United Overseas Bank Ltd.

2,900

49,091

Westpac Banking Corp.

7,655

227,700

 

6,882,606

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - 1.9%

Banca Generali SpA

907

$ 25,679

Cetip SA - Mercados Organizado

1,000

12,118

CI Financial Corp.

1,323

37,168

Credit Suisse Group AG

4,265

104,031

Daiwa Securities Group, Inc.

9,000

72,594

Julius Baer Group Ltd.

4,071

187,932

Macquarie Group Ltd.

2,082

118,534

Partners Group Holding AG

217

66,635

Schroders PLC

700

33,231

UBS Group AG

35,050

615,815

 

1,273,737

Consumer Finance - 0.2%

ACOM Co. Ltd. (a)

7,400

23,754

AEON Financial Service Co. Ltd.

3,000

68,840

Provident Financial PLC

412

17,460

 

110,054

Diversified Financial Services - 0.7%

Deutsche Boerse AG

431

35,160

FirstRand Ltd.

5,300

24,305

Fubon Financial Holding Co. Ltd.

25,000

44,526

Hong Kong Exchanges and Clearing Ltd.

1,000

23,080

IG Group Holdings PLC

8,974

101,276

Japan Exchange Group, Inc.

1,200

33,806

London Stock Exchange Group PLC

1,272

48,702

Mitsubishi UFJ Lease & Finance Co. Ltd.

3,700

17,878

ORIX Corp.

10,700

151,745

 

480,478

Insurance - 5.5%

AEGON NV

7,466

57,754

AIA Group Ltd.

82,200

483,822

Amlin PLC

5,807

47,470

AMP Ltd.

6,607

34,590

Assicurazioni Generali SpA

2,700

55,594

Aviva PLC

36,320

300,679

AXA SA

14,584

370,306

BB Seguridade Participacoes SA

3,100

35,382

Catlin Group Ltd.

474

5,009

Direct Line Insurance Group PLC

7,572

38,273

Euler Hermes SA

413

45,621

Fairfax Financial Holdings Ltd. (sub. vtg.)

449

235,616

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Gjensidige Forsikring ASA

811

$ 14,134

Hiscox Ltd.

14,714

179,685

Jardine Lloyd Thompson Group PLC

4,729

69,979

MAPFRE SA (Reg.)

8,468

29,746

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

9,500

105,647

Prudential PLC

15,586

391,150

Sampo Oyj (A Shares)

4,290

216,513

Sanlam Ltd.

2,176

14,101

Sony Financial Holdings, Inc.

11,100

168,135

St. James's Place Capital PLC

4,146

60,680

Tokio Marine Holdings, Inc.

500

18,184

Zurich Insurance Group AG

2,124

679,074

 

3,657,144

Real Estate Investment Trusts - 0.5%

British Land Co. PLC

3,762

48,119

Derwent London PLC

304

15,723

Fibra Uno Administracion SA de CV

6,800

19,101

Intu Properties PLC

9,845

53,729

Nippon Prologis REIT, Inc.

5

11,536

Nomura Real Estate Office Fund, Inc.

5

24,911

Unibail-Rodamco

450

129,720

Westfield Corp. unit

7,601

58,266

 

361,105

Real Estate Management & Development - 2.0%

AEON MALL Co. Ltd.

990

19,142

Brookfield Asset Management, Inc.

1,077

58,460

CapitaLand Ltd.

7,000

18,439

Cheung Kong Holdings Ltd.

3,000

59,375

China Overseas Land and Investment Ltd.

12,000

36,592

Daito Trust Construction Co. Ltd.

200

21,626

Deutsche Annington Immobilien SE

5,456

210,488

Deutsche Wohnen AG (Bearer)

10,070

277,608

Emaar Properties PJSC

8,383

17,232

GAGFAH SA

4,563

107,549

Hongkong Land Holdings Ltd.

5,000

37,750

Hysan Development Co. Ltd.

4,000

19,186

LEG Immobilien AG

1,220

100,332

Lend Lease Group unit

2,716

36,822

Mitsui Fudosan Co. Ltd.

2,000

54,947

Sino Land Ltd.

14,000

22,889

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Sumitomo Realty & Development Co. Ltd.

2,000

$ 68,731

Sun Hung Kai Properties Ltd.

3,000

47,036

TAG Immobilien AG

6,310

84,876

 

1,299,080

TOTAL FINANCIALS

14,064,204

HEALTH CARE - 10.6%

Biotechnology - 0.1%

Actelion Ltd.

500

59,842

Health Care Equipment & Supplies - 0.7%

Ansell Ltd.

1,355

26,639

Coloplast A/S Series B

420

33,539

Essilor International SA

522

61,014

Nihon Kohden Corp.

1,500

77,116

Olympus Corp. (a)

1,500

54,357

Sonova Holding AG Class B

107

14,826

Sysmex Corp.

1,000

53,668

Terumo Corp.

5,800

160,000

 

481,159

Health Care Providers & Services - 0.1%

Fresenius SE & Co. KGaA

900

51,546

Miraca Holdings, Inc.

600

28,790

 

80,336

Health Care Technology - 0.1%

M3, Inc.

1,000

22,219

Life Sciences Tools & Services - 0.1%

Eurofins Scientific SA

76

20,620

ICON PLC (a)

253

17,460

Lonza Group AG

138

17,008

Morphosys AG (a)

165

13,752

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

413

16,499

 

85,339

Pharmaceuticals - 9.5%

Astellas Pharma, Inc.

14,900

236,781

AstraZeneca PLC (United Kingdom)

2,506

172,698

Bayer AG

6,557

968,932

BTG PLC (a)

2,067

24,205

GlaxoSmithKline PLC

28,613

678,453

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Hikma Pharmaceuticals PLC

1,802

$ 68,799

Novartis AG

13,176

1,347,564

Novo Nordisk A/S Series B

4,251

203,430

Roche Holding AG (participation certificate)

4,203

1,145,273

Sanofi SA

4,471

437,301

Santen Pharmaceutical Co. Ltd.

5,100

341,492

Shire PLC

2,841

229,187

Teva Pharmaceutical Industries Ltd.

300

17,031

Teva Pharmaceutical Industries Ltd. sponsored ADR

4,421

252,085

UCB SA

445

34,037

Valeant Pharmaceuticals International (Canada) (a)

583

114,851

 

6,272,119

TOTAL HEALTH CARE

7,001,014

INDUSTRIALS - 10.8%

Aerospace & Defense - 0.7%

BAE Systems PLC

4,900

40,245

Cobham PLC

40,829

215,135

Finmeccanica SpA (a)

6,800

82,335

Meggitt PLC

2,671

22,474

Rolls-Royce Group PLC

3,300

48,349

Safran SA

1,000

70,388

 

478,926

Air Freight & Logistics - 0.9%

PostNL NV (a)

23,126

103,258

Yamato Holdings Co. Ltd.

21,000

491,536

 

594,794

Airlines - 0.6%

easyJet PLC

2,873

76,823

International Consolidated Airlines Group SA (a)

6,100

54,589

International Consolidated Airlines Group SA CDI (a)

26,616

238,328

Ryanair Holdings PLC sponsored ADR

900

57,015

 

426,755

Building Products - 0.5%

ASSA ABLOY AB (B Shares)

830

49,828

Compagnie de St. Gobain

1,576

70,959

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Building Products - continued

Daikin Industries Ltd.

1,200

$ 78,214

Geberit AG (Reg.)

440

156,736

 

355,737

Commercial Services & Supplies - 0.7%

Babcock International Group PLC

3,066

47,808

Brambles Ltd.

40,409

350,489

Intrum Justitia AB

458

13,003

Secom Co. Ltd.

800

49,802

 

461,102

Construction & Engineering - 0.4%

Balfour Beatty PLC

18,779

72,712

JGC Corp.

9,000

184,627

Taisei Corp.

4,000

24,142

 

281,481

Electrical Equipment - 1.8%

Fuji Electric Co. Ltd.

3,000

14,445

Legrand SA

8,618

476,412

Mitsubishi Electric Corp.

2,000

23,423

Nidec Corp.

1,200

81,045

OSRAM Licht AG

1,290

59,158

Schneider Electric SA

5,691

458,406

Vestas Wind Systems A/S

1,400

59,016

 

1,171,905

Industrial Conglomerates - 0.7%

Bidvest Group Ltd.

895

24,678

Hutchison Whampoa Ltd.

14,000

191,702

Siemens AG

1,689

188,802

Toshiba Corp.

13,000

53,728

 

458,910

Machinery - 2.0%

Alfa Laval AB

3,992

80,156

Andritz AG

500

28,844

Atlas Copco AB (A Shares)

9,346

301,444

Fanuc Corp.

400

76,723

GEA Group AG

1,098

54,309

Glory Ltd.

1,900

51,143

Ishikawajima-Harima Heavy Industries Co. Ltd.

8,000

37,250

Joy Global, Inc.

1,677

74,325

JTEKT Corp.

1,200

18,809

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Kawasaki Heavy Industries Ltd.

6,000

$ 28,439

Komatsu Ltd.

5,500

114,460

Kone Oyj (B Shares)

1,113

51,290

Makita Corp.

400

19,026

Minebea Ltd.

2,388

36,052

NGK Insulators Ltd.

2,000

38,972

Schindler Holding AG (participation certificate)

1,216

200,636

SMC Corp.

300

83,448

Tadano Ltd.

1,000

12,949

 

1,308,275

Professional Services - 0.5%

Adecco SA (Reg.)

695

54,676

Capita Group PLC

3,788

69,475

Michael Page International PLC

13,608

105,464

Recruit Holdings Co. Ltd. (a)

400

12,522

SEEK Ltd.

2,794

37,748

SGS SA (Reg.)

26

52,608

Temp Holdings Co., Ltd.

500

16,823

 

349,316

Road & Rail - 0.5%

Canadian National Railway Co.

475

32,810

Canadian Pacific Railway Ltd.

161

30,150

East Japan Railway Co.

3,100

260,050

 

323,010

Trading Companies & Distributors - 1.2%

Ashtead Group PLC

3,496

64,228

Brenntag AG

3,435

200,846

Bunzl PLC

11,493

336,416

Mitsubishi Corp.

3,600

71,940

Noble Group Ltd.

44,278

31,677

Rexel SA

1,400

27,354

Travis Perkins PLC

1,000

31,124

Wolseley PLC

500

30,653

 

794,238

Transportation Infrastructure - 0.3%

Abertis Infraestructuras SA

1,633

31,888

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Transportation Infrastructure - continued

China Merchants Holdings International Co. Ltd.

34,308

$ 130,494

Groupe Eurotunnel SA

1,119

15,302

 

177,684

TOTAL INDUSTRIALS

7,182,133

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 0.8%

Nokia Corp.

6,909

55,522

Telefonaktiebolaget LM Ericsson (B Shares)

35,065

452,832

 

508,354

Electronic Equipment & Components - 2.0%

China High Precision Automation Group Ltd. (a)

15,000

580

Halma PLC

12,212

134,331

Hexagon AB (B Shares)

705

25,462

Hirose Electric Co. Ltd.

1,000

131,327

Hitachi Ltd.

47,000

321,388

Hoya Corp.

3,000

121,066

Ingenico SA

144

16,039

Keyence Corp.

300

153,229

Murata Manufacturing Co. Ltd.

1,400

172,564

OMRON Corp.

2,400

105,931

Spectris PLC

2,173

73,034

TDK Corp.

900

63,348

 

1,318,299

Internet Software & Services - 0.3%

Alibaba Group Holding Ltd. sponsored ADR

281

23,919

Baidu.com, Inc. sponsored ADR (a)

167

34,026

NetEase, Inc. sponsored ADR

357

35,714

Rocket Internet AG (a)

576

32,822

Tencent Holdings Ltd.

4,300

75,025

YY, Inc. ADR (a)

221

11,644

 

213,150

IT Services - 2.2%

Accenture PLC Class A

1,085

97,683

Amadeus IT Holding SA Class A

8,993

370,844

Cap Gemini SA

573

46,341

Cognizant Technology Solutions Corp. Class A (a)

2,149

134,280

Computershare Ltd.

15,468

152,051

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

Fujitsu Ltd.

7,000

$ 42,184

Infosys Ltd. sponsored ADR

1,922

70,557

Nomura Research Institute Ltd.

9,400

328,853

OBIC Co. Ltd.

3,800

141,200

SCSK Corp.

500

13,730

Wirecard AG

319

14,722

WNS Holdings Ltd. sponsored ADR (a)

1,507

36,876

 

1,449,321

Semiconductors & Semiconductor Equipment - 2.0%

Altera Corp.

1,258

46,559

ams AG

890

39,349

Analog Devices, Inc.

3,505

205,183

ARM Holdings PLC

298

5,303

ASM International NV (Netherlands)

1,002

45,401

Infineon Technologies AG

15,156

175,455

MediaTek, Inc.

12,000

180,523

NXP Semiconductors NV (a)

744

63,162

SK Hynix, Inc. (a)

928

39,274

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

17,075

418,850

Texas Instruments, Inc.

1,443

84,848

Xilinx, Inc.

1,081

45,802

 

1,349,709

Software - 0.6%

Check Point Software Technologies Ltd. (a)

1,195

99,771

Constellation Software, Inc.

42

14,144

Dassault Systemes SA

2,045

143,097

SAP AG

1,596

112,221

 

369,233

Technology Hardware, Storage & Peripherals - 0.5%

Lenovo Group Ltd.

36,000

55,515

NEC Corp.

12,000

36,514

Neopost SA

1,948

105,072

Samsung Electronics Co. Ltd.

72

88,732

Seiko Epson Corp.

1,700

62,458

 

348,291

TOTAL INFORMATION TECHNOLOGY

5,556,357

Common Stocks - continued

Shares

Value

MATERIALS - 5.8%

Chemicals - 4.6%

Air Liquide SA

598

$ 79,032

Akzo Nobel NV

8,063

599,121

Asahi Kasei Corp.

9,000

92,991

BASF AG

475

45,527

Clariant AG (Reg.)

11,126

201,432

Daicel Chemical Industries Ltd.

3,000

38,922

Givaudan SA

182

349,548

HEXPOL AB (B Shares)

150

16,103

Incitec Pivot Ltd.

3,422

10,883

Johnson Matthey PLC

667

35,104

JSR Corp.

10,200

186,648

K&S AG

1,931

62,288

Kuraray Co. Ltd.

1,900

26,127

Linde AG

2,142

435,776

Nippon Paint Holdings Co. Ltd.

1,000

34,692

Novozymes A/S Series B

686

33,280

Shin-Etsu Chemical Co., Ltd.

3,100

212,575

Sigma Aldrich Corp.

936

129,224

Sumitomo Chemical Co. Ltd.

10,000

46,729

Symrise AG

3,869

246,095

Syngenta AG (Switzerland)

249

87,991

Yara International ASA

887

48,827

 

3,018,915

Construction Materials - 0.1%

James Hardie Industries PLC CDI

6,835

80,861

Containers & Packaging - 0.1%

Rexam PLC

4,051

34,773

Smurfit Kappa Group PLC

1,052

29,472

 

64,245

Metals & Mining - 0.9%

BHP Billiton Ltd.

1,162

30,518

Glencore Xstrata PLC

16,718

77,495

Hitachi Metals Ltd.

2,000

32,217

Iluka Resources Ltd.

11,065

67,959

Randgold Resources Ltd.

485

38,479

Rio Tinto PLC

7,681

378,017

 

624,685

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Mondi PLC

2,356

$ 48,376

TOTAL MATERIALS

3,837,082

TELECOMMUNICATION SERVICES - 5.7%

Diversified Telecommunication Services - 1.7%

Bezeq The Israel Telecommunication Corp. Ltd.

8,500

13,631

BT Group PLC

37,650

263,976

Deutsche Telekom AG

6,780

126,597

Hellenic Telecommunications Organization SA (a)

3,804

37,886

HKT Trust/HKT Ltd. unit

27,140

35,973

Iliad SA

121

31,421

Koninklijke KPN NV

29,347

100,028

Orange SA

4,400

80,249

PCCW Ltd.

29,000

18,509

TDC A/S

14,808

117,138

Telecom Italia SpA (a)

45,924

54,884

Telefonica SA

2,429

37,735

Telenor ASA

1,023

20,524

Telstra Corp. Ltd.

37,409

186,204

 

1,124,755

Wireless Telecommunication Services - 4.0%

Advanced Info Service PCL (For. Reg.)

3,200

23,062

China Mobile Ltd.

22,768

308,966

Drillisch AG

765

31,987

KDDI Corp.

17,400

1,205,818

Mobile TeleSystems OJSC (a)

4,978

20,076

MTN Group Ltd.

2,086

36,948

Philippine Long Distance Telephone Co.

510

36,609

SK Telecom Co. Ltd.

1,142

298,739

SoftBank Corp.

1,400

86,465

Vodafone Group PLC

169,125

585,394

 

2,634,064

TOTAL TELECOMMUNICATION SERVICES

3,758,819

UTILITIES - 1.8%

Electric Utilities - 0.5%

Fortum Corp.

855

19,480

Iberdrola SA

8,934

61,055

Common Stocks - continued

Shares

Value

UTILITIES - continued

Electric Utilities - continued

Red Electrica Corporacion SA

400

$ 34,082

Scottish & Southern Energy PLC

7,421

180,217

Tohoku Electric Power Co., Inc.

1,600

18,739

 

313,573

Gas Utilities - 0.3%

APA Group unit

10,266

73,721

China Resources Gas Group Ltd.

24,000

59,352

Tokyo Gas Co. Ltd.

17,000

103,485

 

236,558

Multi-Utilities - 1.0%

Canadian Utilities Ltd. Class A (non-vtg.)

1,763

58,597

Centrica PLC

13,946

52,599

GDF Suez

18,717

416,287

National Grid PLC

5,751

78,666

RWE AG

2,000

55,919

Suez Environnement SA

966

17,237

 

679,305

TOTAL UTILITIES

1,229,436

TOTAL COMMON STOCKS

(Cost $49,360,992)


60,412,656

Nonconvertible Preferred Stocks - 1.1%

 

 

 

 

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

Volkswagen AG

642

162,006

CONSUMER STAPLES - 0.6%

Beverages - 0.1%

Ambev SA sponsored ADR

11,216

72,343

Household Products - 0.5%

Henkel AG & Co. KGaA

2,812

333,085

TOTAL CONSUMER STAPLES

405,428

FINANCIALS - 0.1%

Banks - 0.1%

Itau Unibanco Holding SA

2,420

31,116

Nonconvertible Preferred Stocks - continued

Shares

Value

MATERIALS - 0.0%

Metals & Mining - 0.0%

Gerdau SA sponsored ADR

8,027

$ 28,656

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Telecom Italia SpA (Risparmio Shares)

51,913

50,940

Telefonica Brasil SA sponsored ADR

1,396

25,874

 

76,814

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $584,923)


704,020

Equity Funds - 1.6%

 

 

 

 

Europe Stock Funds - 1.6%

WisdomTree Europe Hedged Equity ETF
(Cost $1,001,411)

16,800


1,080,912

U.S. Treasury Obligations - 0.1%

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 4/23/15 to 5/7/15 (d)
(Cost $89,997)

$ 90,000


89,998

Money Market Funds - 5.9%

Shares

 

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $3,909,029)

3,909,029


3,909,029

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $54,946,352)

66,196,615

NET OTHER ASSETS (LIABILITIES) - 0.2%

132,542

NET ASSETS - 100%

$ 66,329,157

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

8 CME Nikkei 225 Index Contracts (United States)

March 2015

$ 755,200

$ 33,046

15 NYSE E-mini MSCI EAFE Index Contracts (United States)

March 2015

1,406,475

69,372

TOTAL EQUITY INDEX CONTRACTS

$ 2,161,675

$ 102,418

 

The face value of futures purchased as a percentage of net assets is 3.3%

 

For the period, the average monthly notional amount for futures in the aggregate was $2,539,813.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $51,364 or 0.1% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $89,998.

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 7,702,810

$ 5,632,436

$ 2,070,374

$ -

Consumer Staples

7,447,196

3,331,809

4,115,387

-

Energy

3,201,039

1,245,509

1,955,530

-

Financials

14,095,320

9,693,921

4,401,399

-

Health Care

7,001,014

2,770,077

4,230,937

-

Industrials

7,182,133

6,912,286

269,847

-

Information Technology

5,556,357

4,854,874

700,903

580

Materials

3,865,738

3,330,733

535,005

-

Telecommunication Services

3,835,641

1,784,983

2,050,658

-

Utilities

1,229,436

1,150,770

78,666

-

Equity Funds

1,080,912

1,080,912

-

-

U.S. Treasury Obligations

89,998

-

89,998

-

Money Market Funds

3,909,021

3,909,021

-

-

Total Investments in Securities:

$ 66,196,615

$ 45,697,331

$ 20,498,704

$ 580

Derivative Instruments:

Assets

Futures Contracts

$ 102,418

$ 102,418

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended February 28, 2015. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 1,791,189

Level 2 to Level 1

$ 5,987,393

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 102,418

$ -

Total Value of Derivatives

$ 102,418

$ -

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

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

Japan

18.9%

United Kingdom

17.7%

Switzerland

9.7%

United States of America

9.7%

France

9.4%

Germany

7.4%

Netherlands

3.8%

Australia

2.6%

Hong Kong

2.6%

Sweden

2.3%

Spain

2.0%

Canada

1.8%

Korea (South)

1.2%

Italy

1.1%

Taiwan

1.0%

Others (Individually Less Than 1%)

8.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $54,946,352)

 

$ 66,196,615

Cash

 

5,609

Foreign currency held at value (cost $6,946)

6,968

Receivable for investments sold

190,107

Receivable for fund shares sold

34,709

Dividends receivable

182,063

Prepaid expenses

38

Other receivables

394

Total assets

66,616,503

 

 

 

Liabilities

Payable for investments purchased

$ 161,173

Payable for fund shares redeemed

285

Accrued management fee

35,528

Distribution and service plan fees payable

22

Audit fee payable

35,446

Custody fee payable

43,860

Payable for daily variation margin for derivative instruments

1,325

Other affiliated payables

7,370

Other payables and accrued expenses

2,337

Total liabilities

287,346

 

 

 

Net Assets

$ 66,329,157

Net Assets consist of:

 

Paid in capital

$ 55,130,273

Distributions in excess of net investment income

(291)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(143,049)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

11,342,224

Net Assets

$ 66,329,157

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

International Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($63,653,172 ÷ 5,239,613 shares)

$ 12.15

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,464,725 ÷ 202,740 shares)

$ 12.16

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($105,802 ÷ 8,718 shares)

$ 12.14

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($105,458 ÷ 8,693 shares)

$ 12.13

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 1,780,249

Interest

 

17

Income before foreign taxes withheld

 

1,780,266

Less foreign taxes withheld

 

(143,390)

Total income

 

1,636,876

 

 

 

Expenses

Management fee

$ 430,775

Transfer agent fees

59,035

Distribution and service plan fees

257

Accounting fees and expenses

33,886

Custodian fees and expenses

125,859

Independent trustees' compensation

738

Registration fees

39,962

Audit

55,178

Legal

452

Miscellaneous

654

Total expenses before reductions

746,796

Expense reductions

(16,332)

730,464

Net investment income (loss)

906,412

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,014,425

Foreign currency transactions

(31,907)

Futures contracts

132,007

Realized gain distributions from underlying funds:

 

 

Unaffiliated issuers

33,902

Total net realized gain (loss)

 

2,148,427

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,161,435)

Assets and liabilities in foreign currencies

(17,976)

Futures contracts

27,256

Total change in net unrealized appreciation (depreciation)

 

(2,152,155)

Net gain (loss)

(3,728)

Net increase (decrease) in net assets resulting from operations

$ 902,684

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 906,412

$ 1,436,890

Net realized gain (loss)

2,148,427

1,643,311

Change in net unrealized appreciation (depreciation)

(2,152,155)

8,202,806

Net increase (decrease) in net assets resulting
from operations

902,684

11,283,007

Distributions to shareholders from net investment income

(1,434,668)

(895,819)

Distributions to shareholders from net realized gain

(2,718,059)

(1,208,199)

Total distributions

(4,152,727)

(2,104,018)

Share transactions - net increase (decrease)

(758,476)

4,726,850

Redemption fees

14

157

Total increase (decrease) in net assets

(4,008,505)

13,905,996

 

 

 

Net Assets

Beginning of period

70,337,662

56,431,666

End of period (including distributions in excess of net investment income of $291 and undistributed net investment income of $560,266, respectively)

$ 66,329,157

$ 70,337,662

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

Annual Report

Financial Highlights - International Multi-Manager

Years ended February 28,

2015

2014

2013 F

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.80

$ 11.04

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .17

  .27 E

  .11

Net realized and unrealized gain (loss)

  (.03)

  1.89

  1.05

Total from investment operations

  .14

  2.16

  1.16

Distributions from net investment income

  (.27)

  (.17)

  (.10)

Distributions from net realized gain

  (.52)

  (.23)

  (.02)

Total distributions

  (.79)

  (.40)

  (.12)

Redemption fees added to paid in capital D, I

  -

  -

  -

Net asset value, end of period

$ 12.15

$ 12.80

$ 11.04

Total Return B, C

  1.25%

  19.74%

  11.64%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.14%

  1.20%

  1.29% A

Expenses net of fee waivers, if any

  1.14%

  1.18%

  1.18% A

Expenses net of all reductions

  1.12%

  1.17%

  1.16% A

Net investment income (loss)

  1.38%

  2.29% E

  1.26% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 63,653

$ 68,582

$ 56,164

Portfolio turnover rate H

  41%

  46%

  42% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.09 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.50%.

F For the period May 2, 2012 (commencement of operations) to February 28, 2013.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013 F

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.82

$ 11.05

$ 10.69

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .18

  .29 E

  .01

Net realized and unrealized gain (loss)

  (.04)

  1.88

  .35

Total from investment operations

  .14

  2.17

  .36

Distributions from net investment income

  (.29)

  (.17)

  -

Distributions from net realized gain

  (.52)

  (.23)

  -

Total distributions

  (.80) J

  (.40)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

Net asset value, end of period

$ 12.16

$ 12.82

$ 11.05

Total Return B, C

  1.30%

  19.85%

  3.37%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.05%

  1.16%

  1.25% A

Expenses net of fee waivers, if any

  1.05%

  1.09%

  1.09% A

Expenses net of all reductions

  1.03%

  1.08%

  1.07% A

Net investment income (loss)

  1.48%

  2.38% E

  .44% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,465

$ 1,547

$ 267

Portfolio turnover rate H

  41%

  46%

  42% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.59%.

F For the period December 18, 2012 (commencement of operations) to February 28, 2013.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.80 per share is comprised of distributions from net investment income of $.286 and distributions from net realized gain of $.517 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.80

$ 12.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .17

  .11 E

Net realized and unrealized gain (loss)

  (.04)

  .45

Total from investment operations

  .13

  .56

Distributions from net investment income

  (.28)

  (.17)

Distributions from net realized gain

  (.52)

  (.21)

Total distributions

  (.79) J

  (.38)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.14

$ 12.80

Total Return B, C

  1.21%

  4.57%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  1.15%

  1.33% A

Expenses net of fee waivers, if any

  1.15%

  1.18% A

Expenses net of all reductions

  1.13%

  1.17% A

Net investment income (loss)

  1.38%

  2.88% A, E

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 105

Portfolio turnover rate H

  41%

  46%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.09%.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.79 per share is comprised of distributions from net investment income of $.275 and distributions from net realized gain of $.517 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.79

$ 12.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .14

  .10 E

Net realized and unrealized gain (loss)

  (.04)

  .45

Total from investment operations

  .10

  .55

Distributions from net investment income

  (.24)

  (.17)

Distributions from net realized gain

  (.52)

  (.21)

Total distributions

  (.76)

  (.38)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.13

$ 12.79

Total Return B, C

  .95%

  4.45%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  1.40%

  1.59% A

Expenses net of fee waivers, if any

  1.40%

  1.43% A

Expenses net of all reductions

  1.38%

  1.42% A

Net investment income (loss)

  1.13%

  2.63% A, E

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 105

$ 104

Portfolio turnover rate H

  41%

  46%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.84%.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

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

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

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

$ 13,087,395

Gross unrealized depreciation

(2,048,339)

Net unrealized appreciation (depreciation) on securities

$ 11,039,056

 

 

Tax Cost

$ 55,157,559

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 530,549

Net unrealized appreciation (depreciation) on securities and other investments

$ 11,028,599

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,729,849

$ 1,208,713

Long-term Capital Gains

2,422,878

895,305

Total

$ 4,152,727

$ 2,104,018

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been subject to a redemption fee equal to 1.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

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

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

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

Equity Risk

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

 

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $132,007 and a change in net unrealized appreciation (depreciation) of $27,256 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $25,179,975 and $28,227,190, respectively.

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Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.05% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .66% of the Fund's average net assets.

Sub-Advisers. Causeway Capital Management, LLC, Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (an affiliate of the investment adviser) and William Blair & Company, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Thompson, Siegel & Walmsley LLC (TS&W) has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, TS&W has not been allocated any portion of the Fund's assets. TS&W in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

In March 2015, the Board of Trustees approved the appointment of Arrowstreet Capital, Limited Partnership as an additional sub-adviser for the Fund.

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

 

Service
Fee

Total
Fees

Retained
by FDC

Class N

.25%

$ 257

$ 257

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its

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5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

International Multi-Manager

$ 58,831

.09

Class L

102

.10

Class N

102

.10

 

$ 59,035

 

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $102 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $16,332 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net investment income

 

 

International Multi-Manager

$ 1,385,396

$ 878,745

Class F

44,987

14,394

Class L

2,272

1,356

Class N

2,013

1,324

Total

$ 1,434,668

$ 895,819

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Notes to Financial Statements - continued

8. Distributions to Shareholders - continued

Years ended February 28,

2015

2014A

From net realized gain

 

 

International Multi-Manager

$ 2,624,206

$ 1,186,847

Class F

85,289

18,024

Class L

4,283

1,664

Class N

4,281

1,664

Total

$ 2,718,059

$ 1,208,199

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

International Multi-Manager

 

 

 

 

Shares sold

145,819

130,491

$ 1,782,542

$ 1,604,892

Reinvestment of distributions

335,000

168,763

4,009,602

2,065,592

Shares redeemed

(597,389)

(28,659)

(7,566,740)

(344,449)

Net increase (decrease)

(116,570)

270,595

$ (1,774,596)

$ 3,326,035

Class F

 

 

 

 

Shares sold

89,216

101,699

$ 1,094,055

$ 1,260,107

Reinvestment of distributions

10,927

2,636

130,276

32,418

Shares redeemed

(18,073)

(7,859)

(221,060)

(97,718)

Net increase (decrease)

82,070

96,476

$ 1,003,271

$ 1,194,807

Class L

 

 

 

 

Shares sold

-

7,924

$ -

$ 100,000

Reinvestment of distributions

549

245

6,555

3,020

Net increase (decrease)

549

8,169

$ 6,555

$ 103,020

Class N

 

 

 

 

Shares sold

-

7,924

$ -

$ 100,000

Reinvestment of distributions

526

243

6,294

2,988

Net increase (decrease)

526

8,167

$ 6,294

$ 102,988

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

10. 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

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10. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 94% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers International Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers International Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers International Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 16, 2015

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Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers International Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class F

04/13/15

04/10/15

$0.098

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $2,290,057, or, if subsequently determined to be different, the net capital gain of such year.

Class F designates 3% of the dividends distributed in December 2014, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class F designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class F

4/7/14

$0.1115

$0.0025

Class F

12/8/14

$0.2592

$0.0252

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Causeway Capital Management LLC (Causeway), Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (Pyramis), and William Blair & Company, LLC (William Blair) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers International Multi-Manager Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the first quartile and that Class F had out-performed 80% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted that the fund's maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 1.18%, 1.18%, and 1.43%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.09% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers International Multi-Manager Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended Feb-ruary 28, 2014.

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

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

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration Strategic Advisers' contractual reimbursement commitment.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers International Multi-Manager Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with Thompson, Siegel & Walmsley LLC (New Sub-Adviser) for the fund.

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

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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by the New Sub-Adviser under the Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses. In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or the portion of the management fee retained by Strategic Advisers, if any. The Board considered that Strategic Advisers has contractually agreed to reimburse the retail class, Class L and Class N of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) as a percentage of net assets exceed 1.18%, 1.18% and 1.43%, respectively, through April 30, 2015. In addition, the Board noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.09% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that the Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Arrowstreet Capital,
Limited Partnership

Causeway Capital Management LLC

Massachusetts Financial Services Company

Pyramis Global Advisors, LLC

Thompson, Siegel & Walmsley LLC

William Blair & Company, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

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

STG-F-ANN-0415
1.951515.102

Strategic Advisers® International Multi-Manager Fund - Class L and Class N

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals) to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class LB

1.21%

11.30%

  Class NC

0.95%

11.15%

A From May 2, 2012.

B The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers® International Multi-Manager Fund, the original class of the fund.

C Class N shares bear a 0.25% 12b-1 fee. The initial offering of Class N shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers® International Multi-Manager Fund, the original class of the fund, which has no 12b-1 fee. Had Class N's 12b-1 fee been reflected, returns prior to November 12, 2013, would have been lower.

Annual Report

$10,000 Over Life of Fund

Let's say hyphothetically that $10,000 was invested in Strategic Advisers® International Multi-Manager Fund - Class L on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Index performed over the same period. See footnote B on the previous page for additional information regarding the performance of Class L.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks posted a slight gain for the 12-month period ending February 28, 2015, amid recessionary pressure in parts of Asia and anemic economic growth in the eurozone. The MSCI ACWI (All Country World Index) ex USA Index rose 1.00%, advancing early on but declining in the second half as the U.S. dollar extended its rise and oil prices tumbled. Europe (-3%) was hampered by late-period deflationary concerns and currency weakness; investors were surprised when Switzerland (+1%) unpegged its franc from the euro, with Spain (-6%) and Italy (-10%) chiefly affected. Greece (-56%) headlined again, reprising fears of default or even a eurozone exit. Germany (-4%), Europe's largest economy, cut growth forecasts in December on declining exports. The U.K. (-3%) endured decelerating growth and a cooling housing market. Across the Pacific, Japan (+9%) fought encroaching recession by expanding its already-aggressive economic stimulus plan; Europe followed suit in January. Emerging markets (+4%) saw late-period outflows ahead of potential U.S. Federal Reserve tightening. Countries dependent on resources exports were among the worst performers, including Russia (-25%) and Brazil (-10%). Net importers such as China (+19%) fared better given lower input costs to production, with India (+37%) buoyed further by optimism for regulatory reform.

Comments from Wilfred Chilangwa, Portfolio Manager of Strategic Advisers® International Multi-Manager Fund: For the year, the Class L and Class N shares of Strategic Advisers® International Multi-Manager Fund (the Fund) rose 1.21% and 0.95%, respectively, outpacing the 0.10% gain of the MSCI EAFE Index. Relative to the benchmark, sub-adviser Massachusetts Financial Services' (MFS) International Value strategy was the biggest relative contributor by far. MFS's quality-focused all-cap approach delivered solid security selection in Europe, as well as beneficial overall positioning in strong-performing Japan and the United States, the latter of which was outside the benchmark. Quality growth-oriented William Blair & Company also aided relative performance, led by productive stock picks in health care, financials and information technology, particularly in the United Kingdom, and among U.S.-domiciled multinational companies. MFS's International Research Equity strategy was a further contributor, fueled by favorable selections in energy, technology and health care, along with out-of-benchmark exposure to emerging markets. On the downside, Causeway Capital Management was the principal detractor, due to adverse stock choices in financials and industrials, coupled with an overweighting in energy, primarily in France, Spain and Singapore. We hired Thompson, Siegel & Walmsley as a sub-adviser in September, but as of period end had yet to invest any assets in its strategy.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

International Multi-Manager

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 5.57

HypotheticalA

 

$ 1,000.00

$ 1,019.24

$ 5.61

Class F

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.30

$ 5.12

HypotheticalA

 

$ 1,000.00

$ 1,019.69

$ 5.16

Class L

1.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.20

$ 5.57

HypotheticalA

 

$ 1,000.00

$ 1,019.24

$ 5.61

Class N

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,004.00

$ 6.81

HypotheticalA

 

$ 1,000.00

$ 1,018.00

$ 6.85

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Novartis AG

2.0

2.2

KDDI Corp.

1.8

1.7

Nestle SA

1.7

1.8

Roche Holding AG (participation certificate)

1.7

1.6

WisdomTree Europe Hedged Equity ETF

1.6

0.0

Bayer AG

1.5

1.6

Danone SA

1.2

1.1

Reckitt Benckiser Group PLC

1.1

1.1

Zurich Insurance Group AG

1.0

1.0

GlaxoSmithKline PLC

1.0

1.0

 

14.6

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.3

21.8

Consumer Discretionary

11.7

10.4

Consumer Staples

11.2

11.7

Industrials

10.8

11.7

Health Care

10.6

10.4

Geographic Diversification (% of fund's net assets)

As of February 28, 2015

sae858

Japan 18.9%

 

sae860

United Kingdom 17.7%

 

sae862

Switzerland 9.7%

 

sae864

United States of America* 9.7%

 

sae866

France 9.4%

 

sae868

Germany 7.4%

 

sae870

Netherlands 3.8%

 

sae872

Australia 2.6%

 

sae874

Hong Kong 2.6%

 

sae876

Other 18.2%

 

sae878

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of August 31, 2014

sae880

United Kingdom 18.2%

 

sae882

Japan 17.9%

 

sae884

Switzerland 10.3%

 

sae886

France 9.9%

 

sae888

United States of America* 8.0%

 

sae890

Germany 7.4%

 

sae892

Netherlands 3.9%

 

sae894

Australia 3.0%

 

sae896

Hong Kong 2.3%

 

sae898

Other 19.1%

 

sae900

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

sae902

Stocks 92.2%

 

sae904

Stocks 93.0%

 

sae906

Europe Stock Funds 1.6%

 

sae908

Europe Stock Funds 0.0%

 

sae910

Other 0.0%

 

sae912

Other 0.1%

 

sae914

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.2%

 

sae916

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.9%

 

sae918

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 91.1%

Shares

Value

CONSUMER DISCRETIONARY - 11.4%

Auto Components - 1.0%

Autoliv, Inc.

1,195

$ 134,438

Bridgestone Corp.

1,200

45,984

Compagnie Plastic Omnium

492

14,978

Continental AG

718

171,382

DENSO Corp.

4,900

230,121

Valeo SA

397

59,753

 

656,656

Automobiles - 2.3%

Bayerische Motoren Werke AG (BMW)

590

74,607

Brilliance China Automotive Holdings Ltd.

8,000

15,699

Daimler AG (Germany)

1,559

150,925

Fuji Heavy Industries Ltd.

4,800

162,949

Honda Motor Co. Ltd.

5,700

188,529

Hyundai Motor Co.

1,300

189,491

Isuzu Motors Ltd.

3,100

45,013

Mazda Motor Corp.

1,300

27,777

Renault SA

643

61,773

Suzuki Motor Corp.

1,400

44,238

Tata Motors Ltd. sponsored ADR

801

39,425

Toyota Motor Corp.

7,500

506,957

Volkswagen AG

57

14,119

 

1,521,502

Diversified Consumer Services - 0.0%

Kroton Educacional SA

1,500

5,490

Hotels, Restaurants & Leisure - 2.0%

Accor SA

659

34,531

Carnival PLC

4,548

204,734

Compass Group PLC

31,599

561,993

Flight Centre Travel Group Ltd.

947

30,532

InterContinental Hotel Group PLC

1,874

76,453

Sands China Ltd.

12,000

54,772

Whitbread PLC

3,458

280,545

Yum! Brands, Inc.

1,360

110,310

 

1,353,870

Household Durables - 0.7%

Barratt Developments PLC

4,000

31,834

Casio Computer Co. Ltd.

500

8,752

Coway Co. Ltd.

120

9,394

Nikon Corp.

14,700

189,856

Sony Corp.

2,600

73,461

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Taylor Wimpey PLC

25,020

$ 55,816

Techtronic Industries Co. Ltd.

19,000

65,777

 

434,890

Internet & Catalog Retail - 0.1%

Rakuten, Inc.

2,700

44,961

Vipshop Holdings Ltd. ADR (a)

1,392

34,034

 

78,995

Leisure Products - 0.1%

Sankyo Co. Ltd. (Gunma)

1,100

41,471

Yamaha Corp.

2,700

45,728

 

87,199

Media - 2.4%

Altice SA

800

79,766

Dentsu, Inc.

700

30,487

Fuji Media Holdings, Inc.

7,100

100,424

ITV PLC

61,570

214,159

Naspers Ltd. Class N

222

32,582

Nippon Television Network Corp.

3,600

59,556

ProSiebenSat.1 Media AG

3,729

183,171

Publicis Groupe SA

1

82

realestate.com.au Ltd.

397

15,204

Reed Elsevier NV

21,436

531,503

Reed Elsevier PLC

2,905

50,020

Telenet Group Holding NV (a)

491

28,159

UBM PLC

3,332

27,907

WPP PLC

8,793

207,747

 

1,560,767

Multiline Retail - 0.3%

Dollarama, Inc.

577

28,857

Don Quijote Holdings Co. Ltd.

400

31,064

Lifestyle International Holdings Ltd.

8,000

14,750

Marui Group Co. Ltd.

800

9,369

Next PLC

668

77,295

Ryohin Keikaku Co. Ltd.

300

39,097

 

200,432

Specialty Retail - 1.1%

Esprit Holdings Ltd.

90,550

93,635

Fielmann AG

216

14,960

H&M Hennes & Mauritz AB (B Shares)

5,039

219,886

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Inditex SA

1,715

$ 53,900

Kingfisher PLC

28,289

159,511

Nitori Holdings Co. Ltd.

1,100

72,828

USS Co. Ltd.

7,300

129,005

 

743,725

Textiles, Apparel & Luxury Goods - 1.4%

adidas AG

325

25,251

Burberry Group PLC

1,200

34,681

Compagnie Financiere Richemont SA Series A

811

71,459

Global Brands Group Holding Ltd. (a)

148,000

25,380

Hermes International SCA

80

25,814

Japan Tobacco, Inc.

15,000

472,978

Kering SA

200

40,733

Li & Fung Ltd.

24,000

24,539

LVMH Moet Hennessy - Louis Vuitton SA

962

176,443

 

897,278

TOTAL CONSUMER DISCRETIONARY

7,540,804

CONSUMER STAPLES - 10.6%

Beverages - 1.8%

Anheuser-Busch InBev SA NV

1,459

185,089

Asahi Group Holdings

1,700

52,531

Diageo PLC

5,050

150,739

Embotelladoras Arca S.A.B. de CV (a)

2,746

17,435

Heineken NV (Bearer)

3,171

247,828

ITO EN Ltd.

1,400

29,094

Pernod Ricard SA

3,495

414,379

SABMiller PLC

1,500

85,105

 

1,182,200

Food & Staples Retailing - 0.5%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

1,201

46,345

Seven & i Holdings Co., Ltd.

2,000

76,464

Sundrug Co. Ltd.

1,500

73,730

Tesco PLC

18,070

68,404

Tsuruha Holdings, Inc.

400

27,018

Woolworths Ltd.

1,607

38,563

 

330,524

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 3.9%

Danone SA

11,394

$ 793,288

M. Dias Branco SA

1,507

44,062

Nestle SA

14,862

1,161,522

Saputo, Inc.

1,294

37,595

Toyo Suisan Kaisha Ltd.

2,000

71,390

Unilever NV (Certificaten Van Aandelen) (Bearer)

6,157

267,575

Unilever PLC

4,028

177,662

Viscofan Envolturas Celulosicas SA

209

12,889

 

2,565,983

Household Products - 1.6%

Colgate-Palmolive Co.

4,188

296,594

Reckitt Benckiser Group PLC

8,255

745,112

Svenska Cellulosa AB (SCA) (B Shares)

2,000

49,754

 

1,091,460

Personal Products - 1.5%

Beiersdorf AG

596

51,776

Kao Corp.

12,000

536,677

Kobayashi Pharmaceutical Co. Ltd.

1,600

109,676

Kose Corp.

1,800

91,787

L'Oreal SA

1,245

226,050

 

1,015,966

Tobacco - 1.3%

British American Tobacco PLC (United Kingdom)

9,708

565,996

Imperial Tobacco Group PLC

2,387

117,667

KT&G Corp.

2,367

171,972

 

855,635

TOTAL CONSUMER STAPLES

7,041,768

ENERGY - 4.8%

Energy Equipment & Services - 0.5%

Technip SA

3,673

239,300

Tecnicas Reunidas SA

1,923

79,708

 

319,008

Oil, Gas & Consumable Fuels - 4.3%

BG Group PLC

28,223

415,518

BP PLC

12,302

84,721

Cairn Energy PLC (a)

23,137

72,690

Canadian Natural Resources Ltd.

2,658

77,310

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Cenovus Energy, Inc.

1,371

$ 23,656

CNOOC Ltd.

113,000

161,670

Dragon Oil PLC

2,543

21,181

Enbridge, Inc.

2,002

93,094

Galp Energia SGPS SA Class B

3,910

45,964

Imperial Oil Ltd.

2,500

96,472

INPEX Corp.

11,000

130,437

Oil Search Ltd. ADR

10,484

66,848

Peyto Exploration & Development Corp.

665

18,597

Reliance Industries Ltd. sponsored GDR (c)

1,841

51,364

Repsol YPF SA

3,910

75,587

Royal Dutch Shell PLC:

Class A (Netherlands)

1,459

47,637

Class A (United Kingdom)

20,440

665,904

Statoil ASA

2,100

39,449

Suncor Energy, Inc.

3,400

102,073

Total SA

10,063

540,631

Tullow Oil PLC

2,407

14,392

Woodside Petroleum Ltd.

1,340

36,836

 

2,882,031

TOTAL ENERGY

3,201,039

FINANCIALS - 21.2%

Banks - 10.4%

Australia & New Zealand Banking Group Ltd.

8,871

244,970

Banco Bilbao Vizcaya Argentaria SA

4,276

42,777

Banco Popolare Societa Cooperativa (a)

1,435

22,128

Bank of Ireland (a)

227,129

86,231

Bankinter SA

5,606

43,845

Barclays PLC

71,618

283,595

BNP Paribas SA

7,340

427,858

BOC Hong Kong (Holdings) Ltd.

28,000

98,739

Chiba Bank Ltd.

7,000

52,723

China Merchants Bank Co. Ltd. (H Shares)

17,000

38,797

Commonwealth Bank of Australia

1,182

84,899

Credicorp Ltd. (United States)

242

35,143

Criteria CaixaCorp SA

11,728

54,466

Danske Bank A/S

2,283

60,461

DBS Group Holdings Ltd.

13,300

190,983

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

DNB ASA

11,964

$ 194,769

Erste Group Bank AG

2,322

60,855

First Gulf Bank PJSC

2,928

14,230

Hang Seng Bank Ltd.

1,800

32,817

HDFC Bank Ltd. sponsored ADR

2,600

161,226

HSBC Holdings PLC:

(Hong Kong)

22,400

200,683

(United Kingdom)

42,076

375,073

ING Groep NV (Certificaten Van Aandelen) (a)

33,574

498,010

Intesa Sanpaolo SpA

112,099

374,054

Joyo Bank Ltd.

9,000

48,301

Jyske Bank A/S (Reg.) (a)

641

27,751

Kasikornbank PCL:

NVDR

6,500

43,628

(For. Reg.)

3,400

22,716

KBC Groupe SA

5,273

319,939

Lloyds Banking Group PLC

304,972

371,496

Mitsubishi UFJ Financial Group, Inc.

54,800

356,910

Nordea Bank AB

9,200

124,145

North Pacific Bank Ltd.

9,600

37,557

Oversea-Chinese Banking Corp. Ltd.

4,200

32,297

PT Bank Rakyat Indonesia Tbk

34,100

33,968

Royal Bank of Scotland Group PLC (a)

23,337

131,899

Sberbank of Russia sponsored ADR

4,808

24,742

Seven Bank Ltd.

7,800

37,818

Societe Generale Series A

1,673

77,349

Standard Chartered PLC (United Kingdom)

8,351

127,767

Sumitomo Mitsui Financial Group, Inc.

14,000

557,810

Sumitomo Mitsui Trust Holdings, Inc.

10,000

41,547

Svenska Handelsbanken AB (A Shares)

900

45,340

Swedbank AB (A Shares)

5,400

140,554

Sydbank A/S

1,311

40,893

The Hachijuni Bank Ltd.

6,000

44,890

The Suruga Bank Ltd.

6,000

126,094

The Toronto-Dominion Bank

689

30,203

UniCredit SpA

7,392

49,177

Unione di Banche Italiane ScpA

4,040

31,692

United Overseas Bank Ltd.

2,900

49,091

Westpac Banking Corp.

7,655

227,700

 

6,882,606

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - 1.9%

Banca Generali SpA

907

$ 25,679

Cetip SA - Mercados Organizado

1,000

12,118

CI Financial Corp.

1,323

37,168

Credit Suisse Group AG

4,265

104,031

Daiwa Securities Group, Inc.

9,000

72,594

Julius Baer Group Ltd.

4,071

187,932

Macquarie Group Ltd.

2,082

118,534

Partners Group Holding AG

217

66,635

Schroders PLC

700

33,231

UBS Group AG

35,050

615,815

 

1,273,737

Consumer Finance - 0.2%

ACOM Co. Ltd. (a)

7,400

23,754

AEON Financial Service Co. Ltd.

3,000

68,840

Provident Financial PLC

412

17,460

 

110,054

Diversified Financial Services - 0.7%

Deutsche Boerse AG

431

35,160

FirstRand Ltd.

5,300

24,305

Fubon Financial Holding Co. Ltd.

25,000

44,526

Hong Kong Exchanges and Clearing Ltd.

1,000

23,080

IG Group Holdings PLC

8,974

101,276

Japan Exchange Group, Inc.

1,200

33,806

London Stock Exchange Group PLC

1,272

48,702

Mitsubishi UFJ Lease & Finance Co. Ltd.

3,700

17,878

ORIX Corp.

10,700

151,745

 

480,478

Insurance - 5.5%

AEGON NV

7,466

57,754

AIA Group Ltd.

82,200

483,822

Amlin PLC

5,807

47,470

AMP Ltd.

6,607

34,590

Assicurazioni Generali SpA

2,700

55,594

Aviva PLC

36,320

300,679

AXA SA

14,584

370,306

BB Seguridade Participacoes SA

3,100

35,382

Catlin Group Ltd.

474

5,009

Direct Line Insurance Group PLC

7,572

38,273

Euler Hermes SA

413

45,621

Fairfax Financial Holdings Ltd. (sub. vtg.)

449

235,616

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Gjensidige Forsikring ASA

811

$ 14,134

Hiscox Ltd.

14,714

179,685

Jardine Lloyd Thompson Group PLC

4,729

69,979

MAPFRE SA (Reg.)

8,468

29,746

Ping An Insurance (Group) Co. of China Ltd. (H Shares)

9,500

105,647

Prudential PLC

15,586

391,150

Sampo Oyj (A Shares)

4,290

216,513

Sanlam Ltd.

2,176

14,101

Sony Financial Holdings, Inc.

11,100

168,135

St. James's Place Capital PLC

4,146

60,680

Tokio Marine Holdings, Inc.

500

18,184

Zurich Insurance Group AG

2,124

679,074

 

3,657,144

Real Estate Investment Trusts - 0.5%

British Land Co. PLC

3,762

48,119

Derwent London PLC

304

15,723

Fibra Uno Administracion SA de CV

6,800

19,101

Intu Properties PLC

9,845

53,729

Nippon Prologis REIT, Inc.

5

11,536

Nomura Real Estate Office Fund, Inc.

5

24,911

Unibail-Rodamco

450

129,720

Westfield Corp. unit

7,601

58,266

 

361,105

Real Estate Management & Development - 2.0%

AEON MALL Co. Ltd.

990

19,142

Brookfield Asset Management, Inc.

1,077

58,460

CapitaLand Ltd.

7,000

18,439

Cheung Kong Holdings Ltd.

3,000

59,375

China Overseas Land and Investment Ltd.

12,000

36,592

Daito Trust Construction Co. Ltd.

200

21,626

Deutsche Annington Immobilien SE

5,456

210,488

Deutsche Wohnen AG (Bearer)

10,070

277,608

Emaar Properties PJSC

8,383

17,232

GAGFAH SA

4,563

107,549

Hongkong Land Holdings Ltd.

5,000

37,750

Hysan Development Co. Ltd.

4,000

19,186

LEG Immobilien AG

1,220

100,332

Lend Lease Group unit

2,716

36,822

Mitsui Fudosan Co. Ltd.

2,000

54,947

Sino Land Ltd.

14,000

22,889

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Sumitomo Realty & Development Co. Ltd.

2,000

$ 68,731

Sun Hung Kai Properties Ltd.

3,000

47,036

TAG Immobilien AG

6,310

84,876

 

1,299,080

TOTAL FINANCIALS

14,064,204

HEALTH CARE - 10.6%

Biotechnology - 0.1%

Actelion Ltd.

500

59,842

Health Care Equipment & Supplies - 0.7%

Ansell Ltd.

1,355

26,639

Coloplast A/S Series B

420

33,539

Essilor International SA

522

61,014

Nihon Kohden Corp.

1,500

77,116

Olympus Corp. (a)

1,500

54,357

Sonova Holding AG Class B

107

14,826

Sysmex Corp.

1,000

53,668

Terumo Corp.

5,800

160,000

 

481,159

Health Care Providers & Services - 0.1%

Fresenius SE & Co. KGaA

900

51,546

Miraca Holdings, Inc.

600

28,790

 

80,336

Health Care Technology - 0.1%

M3, Inc.

1,000

22,219

Life Sciences Tools & Services - 0.1%

Eurofins Scientific SA

76

20,620

ICON PLC (a)

253

17,460

Lonza Group AG

138

17,008

Morphosys AG (a)

165

13,752

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

413

16,499

 

85,339

Pharmaceuticals - 9.5%

Astellas Pharma, Inc.

14,900

236,781

AstraZeneca PLC (United Kingdom)

2,506

172,698

Bayer AG

6,557

968,932

BTG PLC (a)

2,067

24,205

GlaxoSmithKline PLC

28,613

678,453

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Hikma Pharmaceuticals PLC

1,802

$ 68,799

Novartis AG

13,176

1,347,564

Novo Nordisk A/S Series B

4,251

203,430

Roche Holding AG (participation certificate)

4,203

1,145,273

Sanofi SA

4,471

437,301

Santen Pharmaceutical Co. Ltd.

5,100

341,492

Shire PLC

2,841

229,187

Teva Pharmaceutical Industries Ltd.

300

17,031

Teva Pharmaceutical Industries Ltd. sponsored ADR

4,421

252,085

UCB SA

445

34,037

Valeant Pharmaceuticals International (Canada) (a)

583

114,851

 

6,272,119

TOTAL HEALTH CARE

7,001,014

INDUSTRIALS - 10.8%

Aerospace & Defense - 0.7%

BAE Systems PLC

4,900

40,245

Cobham PLC

40,829

215,135

Finmeccanica SpA (a)

6,800

82,335

Meggitt PLC

2,671

22,474

Rolls-Royce Group PLC

3,300

48,349

Safran SA

1,000

70,388

 

478,926

Air Freight & Logistics - 0.9%

PostNL NV (a)

23,126

103,258

Yamato Holdings Co. Ltd.

21,000

491,536

 

594,794

Airlines - 0.6%

easyJet PLC

2,873

76,823

International Consolidated Airlines Group SA (a)

6,100

54,589

International Consolidated Airlines Group SA CDI (a)

26,616

238,328

Ryanair Holdings PLC sponsored ADR

900

57,015

 

426,755

Building Products - 0.5%

ASSA ABLOY AB (B Shares)

830

49,828

Compagnie de St. Gobain

1,576

70,959

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Building Products - continued

Daikin Industries Ltd.

1,200

$ 78,214

Geberit AG (Reg.)

440

156,736

 

355,737

Commercial Services & Supplies - 0.7%

Babcock International Group PLC

3,066

47,808

Brambles Ltd.

40,409

350,489

Intrum Justitia AB

458

13,003

Secom Co. Ltd.

800

49,802

 

461,102

Construction & Engineering - 0.4%

Balfour Beatty PLC

18,779

72,712

JGC Corp.

9,000

184,627

Taisei Corp.

4,000

24,142

 

281,481

Electrical Equipment - 1.8%

Fuji Electric Co. Ltd.

3,000

14,445

Legrand SA

8,618

476,412

Mitsubishi Electric Corp.

2,000

23,423

Nidec Corp.

1,200

81,045

OSRAM Licht AG

1,290

59,158

Schneider Electric SA

5,691

458,406

Vestas Wind Systems A/S

1,400

59,016

 

1,171,905

Industrial Conglomerates - 0.7%

Bidvest Group Ltd.

895

24,678

Hutchison Whampoa Ltd.

14,000

191,702

Siemens AG

1,689

188,802

Toshiba Corp.

13,000

53,728

 

458,910

Machinery - 2.0%

Alfa Laval AB

3,992

80,156

Andritz AG

500

28,844

Atlas Copco AB (A Shares)

9,346

301,444

Fanuc Corp.

400

76,723

GEA Group AG

1,098

54,309

Glory Ltd.

1,900

51,143

Ishikawajima-Harima Heavy Industries Co. Ltd.

8,000

37,250

Joy Global, Inc.

1,677

74,325

JTEKT Corp.

1,200

18,809

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Kawasaki Heavy Industries Ltd.

6,000

$ 28,439

Komatsu Ltd.

5,500

114,460

Kone Oyj (B Shares)

1,113

51,290

Makita Corp.

400

19,026

Minebea Ltd.

2,388

36,052

NGK Insulators Ltd.

2,000

38,972

Schindler Holding AG (participation certificate)

1,216

200,636

SMC Corp.

300

83,448

Tadano Ltd.

1,000

12,949

 

1,308,275

Professional Services - 0.5%

Adecco SA (Reg.)

695

54,676

Capita Group PLC

3,788

69,475

Michael Page International PLC

13,608

105,464

Recruit Holdings Co. Ltd. (a)

400

12,522

SEEK Ltd.

2,794

37,748

SGS SA (Reg.)

26

52,608

Temp Holdings Co., Ltd.

500

16,823

 

349,316

Road & Rail - 0.5%

Canadian National Railway Co.

475

32,810

Canadian Pacific Railway Ltd.

161

30,150

East Japan Railway Co.

3,100

260,050

 

323,010

Trading Companies & Distributors - 1.2%

Ashtead Group PLC

3,496

64,228

Brenntag AG

3,435

200,846

Bunzl PLC

11,493

336,416

Mitsubishi Corp.

3,600

71,940

Noble Group Ltd.

44,278

31,677

Rexel SA

1,400

27,354

Travis Perkins PLC

1,000

31,124

Wolseley PLC

500

30,653

 

794,238

Transportation Infrastructure - 0.3%

Abertis Infraestructuras SA

1,633

31,888

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Transportation Infrastructure - continued

China Merchants Holdings International Co. Ltd.

34,308

$ 130,494

Groupe Eurotunnel SA

1,119

15,302

 

177,684

TOTAL INDUSTRIALS

7,182,133

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 0.8%

Nokia Corp.

6,909

55,522

Telefonaktiebolaget LM Ericsson (B Shares)

35,065

452,832

 

508,354

Electronic Equipment & Components - 2.0%

China High Precision Automation Group Ltd. (a)

15,000

580

Halma PLC

12,212

134,331

Hexagon AB (B Shares)

705

25,462

Hirose Electric Co. Ltd.

1,000

131,327

Hitachi Ltd.

47,000

321,388

Hoya Corp.

3,000

121,066

Ingenico SA

144

16,039

Keyence Corp.

300

153,229

Murata Manufacturing Co. Ltd.

1,400

172,564

OMRON Corp.

2,400

105,931

Spectris PLC

2,173

73,034

TDK Corp.

900

63,348

 

1,318,299

Internet Software & Services - 0.3%

Alibaba Group Holding Ltd. sponsored ADR

281

23,919

Baidu.com, Inc. sponsored ADR (a)

167

34,026

NetEase, Inc. sponsored ADR

357

35,714

Rocket Internet AG (a)

576

32,822

Tencent Holdings Ltd.

4,300

75,025

YY, Inc. ADR (a)

221

11,644

 

213,150

IT Services - 2.2%

Accenture PLC Class A

1,085

97,683

Amadeus IT Holding SA Class A

8,993

370,844

Cap Gemini SA

573

46,341

Cognizant Technology Solutions Corp. Class A (a)

2,149

134,280

Computershare Ltd.

15,468

152,051

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

Fujitsu Ltd.

7,000

$ 42,184

Infosys Ltd. sponsored ADR

1,922

70,557

Nomura Research Institute Ltd.

9,400

328,853

OBIC Co. Ltd.

3,800

141,200

SCSK Corp.

500

13,730

Wirecard AG

319

14,722

WNS Holdings Ltd. sponsored ADR (a)

1,507

36,876

 

1,449,321

Semiconductors & Semiconductor Equipment - 2.0%

Altera Corp.

1,258

46,559

ams AG

890

39,349

Analog Devices, Inc.

3,505

205,183

ARM Holdings PLC

298

5,303

ASM International NV (Netherlands)

1,002

45,401

Infineon Technologies AG

15,156

175,455

MediaTek, Inc.

12,000

180,523

NXP Semiconductors NV (a)

744

63,162

SK Hynix, Inc. (a)

928

39,274

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

17,075

418,850

Texas Instruments, Inc.

1,443

84,848

Xilinx, Inc.

1,081

45,802

 

1,349,709

Software - 0.6%

Check Point Software Technologies Ltd. (a)

1,195

99,771

Constellation Software, Inc.

42

14,144

Dassault Systemes SA

2,045

143,097

SAP AG

1,596

112,221

 

369,233

Technology Hardware, Storage & Peripherals - 0.5%

Lenovo Group Ltd.

36,000

55,515

NEC Corp.

12,000

36,514

Neopost SA

1,948

105,072

Samsung Electronics Co. Ltd.

72

88,732

Seiko Epson Corp.

1,700

62,458

 

348,291

TOTAL INFORMATION TECHNOLOGY

5,556,357

Common Stocks - continued

Shares

Value

MATERIALS - 5.8%

Chemicals - 4.6%

Air Liquide SA

598

$ 79,032

Akzo Nobel NV

8,063

599,121

Asahi Kasei Corp.

9,000

92,991

BASF AG

475

45,527

Clariant AG (Reg.)

11,126

201,432

Daicel Chemical Industries Ltd.

3,000

38,922

Givaudan SA

182

349,548

HEXPOL AB (B Shares)

150

16,103

Incitec Pivot Ltd.

3,422

10,883

Johnson Matthey PLC

667

35,104

JSR Corp.

10,200

186,648

K&S AG

1,931

62,288

Kuraray Co. Ltd.

1,900

26,127

Linde AG

2,142

435,776

Nippon Paint Holdings Co. Ltd.

1,000

34,692

Novozymes A/S Series B

686

33,280

Shin-Etsu Chemical Co., Ltd.

3,100

212,575

Sigma Aldrich Corp.

936

129,224

Sumitomo Chemical Co. Ltd.

10,000

46,729

Symrise AG

3,869

246,095

Syngenta AG (Switzerland)

249

87,991

Yara International ASA

887

48,827

 

3,018,915

Construction Materials - 0.1%

James Hardie Industries PLC CDI

6,835

80,861

Containers & Packaging - 0.1%

Rexam PLC

4,051

34,773

Smurfit Kappa Group PLC

1,052

29,472

 

64,245

Metals & Mining - 0.9%

BHP Billiton Ltd.

1,162

30,518

Glencore Xstrata PLC

16,718

77,495

Hitachi Metals Ltd.

2,000

32,217

Iluka Resources Ltd.

11,065

67,959

Randgold Resources Ltd.

485

38,479

Rio Tinto PLC

7,681

378,017

 

624,685

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.1%

Mondi PLC

2,356

$ 48,376

TOTAL MATERIALS

3,837,082

TELECOMMUNICATION SERVICES - 5.7%

Diversified Telecommunication Services - 1.7%

Bezeq The Israel Telecommunication Corp. Ltd.

8,500

13,631

BT Group PLC

37,650

263,976

Deutsche Telekom AG

6,780

126,597

Hellenic Telecommunications Organization SA (a)

3,804

37,886

HKT Trust/HKT Ltd. unit

27,140

35,973

Iliad SA

121

31,421

Koninklijke KPN NV

29,347

100,028

Orange SA

4,400

80,249

PCCW Ltd.

29,000

18,509

TDC A/S

14,808

117,138

Telecom Italia SpA (a)

45,924

54,884

Telefonica SA

2,429

37,735

Telenor ASA

1,023

20,524

Telstra Corp. Ltd.

37,409

186,204

 

1,124,755

Wireless Telecommunication Services - 4.0%

Advanced Info Service PCL (For. Reg.)

3,200

23,062

China Mobile Ltd.

22,768

308,966

Drillisch AG

765

31,987

KDDI Corp.

17,400

1,205,818

Mobile TeleSystems OJSC (a)

4,978

20,076

MTN Group Ltd.

2,086

36,948

Philippine Long Distance Telephone Co.

510

36,609

SK Telecom Co. Ltd.

1,142

298,739

SoftBank Corp.

1,400

86,465

Vodafone Group PLC

169,125

585,394

 

2,634,064

TOTAL TELECOMMUNICATION SERVICES

3,758,819

UTILITIES - 1.8%

Electric Utilities - 0.5%

Fortum Corp.

855

19,480

Iberdrola SA

8,934

61,055

Common Stocks - continued

Shares

Value

UTILITIES - continued

Electric Utilities - continued

Red Electrica Corporacion SA

400

$ 34,082

Scottish & Southern Energy PLC

7,421

180,217

Tohoku Electric Power Co., Inc.

1,600

18,739

 

313,573

Gas Utilities - 0.3%

APA Group unit

10,266

73,721

China Resources Gas Group Ltd.

24,000

59,352

Tokyo Gas Co. Ltd.

17,000

103,485

 

236,558

Multi-Utilities - 1.0%

Canadian Utilities Ltd. Class A (non-vtg.)

1,763

58,597

Centrica PLC

13,946

52,599

GDF Suez

18,717

416,287

National Grid PLC

5,751

78,666

RWE AG

2,000

55,919

Suez Environnement SA

966

17,237

 

679,305

TOTAL UTILITIES

1,229,436

TOTAL COMMON STOCKS

(Cost $49,360,992)


60,412,656

Nonconvertible Preferred Stocks - 1.1%

 

 

 

 

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

Volkswagen AG

642

162,006

CONSUMER STAPLES - 0.6%

Beverages - 0.1%

Ambev SA sponsored ADR

11,216

72,343

Household Products - 0.5%

Henkel AG & Co. KGaA

2,812

333,085

TOTAL CONSUMER STAPLES

405,428

FINANCIALS - 0.1%

Banks - 0.1%

Itau Unibanco Holding SA

2,420

31,116

Nonconvertible Preferred Stocks - continued

Shares

Value

MATERIALS - 0.0%

Metals & Mining - 0.0%

Gerdau SA sponsored ADR

8,027

$ 28,656

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Telecom Italia SpA (Risparmio Shares)

51,913

50,940

Telefonica Brasil SA sponsored ADR

1,396

25,874

 

76,814

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $584,923)


704,020

Equity Funds - 1.6%

 

 

 

 

Europe Stock Funds - 1.6%

WisdomTree Europe Hedged Equity ETF
(Cost $1,001,411)

16,800


1,080,912

U.S. Treasury Obligations - 0.1%

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 4/23/15 to 5/7/15 (d)
(Cost $89,997)

$ 90,000


89,998

Money Market Funds - 5.9%

Shares

 

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $3,909,029)

3,909,029


3,909,029

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $54,946,352)

66,196,615

NET OTHER ASSETS (LIABILITIES) - 0.2%

132,542

NET ASSETS - 100%

$ 66,329,157

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

8 CME Nikkei 225 Index Contracts (United States)

March 2015

$ 755,200

$ 33,046

15 NYSE E-mini MSCI EAFE Index Contracts (United States)

March 2015

1,406,475

69,372

TOTAL EQUITY INDEX CONTRACTS

$ 2,161,675

$ 102,418

 

The face value of futures purchased as a percentage of net assets is 3.3%

 

For the period, the average monthly notional amount for futures in the aggregate was $2,539,813.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $51,364 or 0.1% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $89,998.

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 7,702,810

$ 5,632,436

$ 2,070,374

$ -

Consumer Staples

7,447,196

3,331,809

4,115,387

-

Energy

3,201,039

1,245,509

1,955,530

-

Financials

14,095,320

9,693,921

4,401,399

-

Health Care

7,001,014

2,770,077

4,230,937

-

Industrials

7,182,133

6,912,286

269,847

-

Information Technology

5,556,357

4,854,874

700,903

580

Materials

3,865,738

3,330,733

535,005

-

Telecommunication Services

3,835,641

1,784,983

2,050,658

-

Utilities

1,229,436

1,150,770

78,666

-

Equity Funds

1,080,912

1,080,912

-

-

U.S. Treasury Obligations

89,998

-

89,998

-

Money Market Funds

3,909,021

3,909,021

-

-

Total Investments in Securities:

$ 66,196,615

$ 45,697,331

$ 20,498,704

$ 580

Derivative Instruments:

Assets

Futures Contracts

$ 102,418

$ 102,418

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended February 28, 2015. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 1,791,189

Level 2 to Level 1

$ 5,987,393

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 102,418

$ -

Total Value of Derivatives

$ 102,418

$ -

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

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

Japan

18.9%

United Kingdom

17.7%

Switzerland

9.7%

United States of America

9.7%

France

9.4%

Germany

7.4%

Netherlands

3.8%

Australia

2.6%

Hong Kong

2.6%

Sweden

2.3%

Spain

2.0%

Canada

1.8%

Korea (South)

1.2%

Italy

1.1%

Taiwan

1.0%

Others (Individually Less Than 1%)

8.8%

 

100.0%

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $54,946,352)

 

$ 66,196,615

Cash

 

5,609

Foreign currency held at value (cost $6,946)

6,968

Receivable for investments sold

190,107

Receivable for fund shares sold

34,709

Dividends receivable

182,063

Prepaid expenses

38

Other receivables

394

Total assets

66,616,503

 

 

 

Liabilities

Payable for investments purchased

$ 161,173

Payable for fund shares redeemed

285

Accrued management fee

35,528

Distribution and service plan fees payable

22

Audit fee payable

35,446

Custody fee payable

43,860

Payable for daily variation margin for derivative instruments

1,325

Other affiliated payables

7,370

Other payables and accrued expenses

2,337

Total liabilities

287,346

 

 

 

Net Assets

$ 66,329,157

Net Assets consist of:

 

Paid in capital

$ 55,130,273

Distributions in excess of net investment income

(291)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(143,049)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

11,342,224

Net Assets

$ 66,329,157

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

International Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($63,653,172 ÷ 5,239,613 shares)

$ 12.15

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,464,725 ÷ 202,740 shares)

$ 12.16

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($105,802 ÷ 8,718 shares)

$ 12.14

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($105,458 ÷ 8,693 shares)

$ 12.13

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 1,780,249

Interest

 

17

Income before foreign taxes withheld

 

1,780,266

Less foreign taxes withheld

 

(143,390)

Total income

 

1,636,876

 

 

 

Expenses

Management fee

$ 430,775

Transfer agent fees

59,035

Distribution and service plan fees

257

Accounting fees and expenses

33,886

Custodian fees and expenses

125,859

Independent trustees' compensation

738

Registration fees

39,962

Audit

55,178

Legal

452

Miscellaneous

654

Total expenses before reductions

746,796

Expense reductions

(16,332)

730,464

Net investment income (loss)

906,412

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,014,425

Foreign currency transactions

(31,907)

Futures contracts

132,007

Realized gain distributions from underlying funds:

 

 

Unaffiliated issuers

33,902

Total net realized gain (loss)

 

2,148,427

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,161,435)

Assets and liabilities in foreign currencies

(17,976)

Futures contracts

27,256

Total change in net unrealized appreciation (depreciation)

 

(2,152,155)

Net gain (loss)

(3,728)

Net increase (decrease) in net assets resulting from operations

$ 902,684

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 906,412

$ 1,436,890

Net realized gain (loss)

2,148,427

1,643,311

Change in net unrealized appreciation (depreciation)

(2,152,155)

8,202,806

Net increase (decrease) in net assets resulting
from operations

902,684

11,283,007

Distributions to shareholders from net investment income

(1,434,668)

(895,819)

Distributions to shareholders from net realized gain

(2,718,059)

(1,208,199)

Total distributions

(4,152,727)

(2,104,018)

Share transactions - net increase (decrease)

(758,476)

4,726,850

Redemption fees

14

157

Total increase (decrease) in net assets

(4,008,505)

13,905,996

 

 

 

Net Assets

Beginning of period

70,337,662

56,431,666

End of period (including distributions in excess of net investment income of $291 and undistributed net investment income of $560,266, respectively)

$ 66,329,157

$ 70,337,662

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

Annual Report

Financial Highlights - International Multi-Manager

Years ended February 28,

2015

2014

2013 F

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.80

$ 11.04

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .17

  .27 E

  .11

Net realized and unrealized gain (loss)

  (.03)

  1.89

  1.05

Total from investment operations

  .14

  2.16

  1.16

Distributions from net investment income

  (.27)

  (.17)

  (.10)

Distributions from net realized gain

  (.52)

  (.23)

  (.02)

Total distributions

  (.79)

  (.40)

  (.12)

Redemption fees added to paid in capital D, I

  -

  -

  -

Net asset value, end of period

$ 12.15

$ 12.80

$ 11.04

Total Return B, C

  1.25%

  19.74%

  11.64%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.14%

  1.20%

  1.29% A

Expenses net of fee waivers, if any

  1.14%

  1.18%

  1.18% A

Expenses net of all reductions

  1.12%

  1.17%

  1.16% A

Net investment income (loss)

  1.38%

  2.29% E

  1.26% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 63,653

$ 68,582

$ 56,164

Portfolio turnover rate H

  41%

  46%

  42% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.09 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.50%.

F For the period May 2, 2012 (commencement of operations) to February 28, 2013.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013 F

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 12.82

$ 11.05

$ 10.69

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .18

  .29 E

  .01

Net realized and unrealized gain (loss)

  (.04)

  1.88

  .35

Total from investment operations

  .14

  2.17

  .36

Distributions from net investment income

  (.29)

  (.17)

  -

Distributions from net realized gain

  (.52)

  (.23)

  -

Total distributions

  (.80) J

  (.40)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

Net asset value, end of period

$ 12.16

$ 12.82

$ 11.05

Total Return B, C

  1.30%

  19.85%

  3.37%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.05%

  1.16%

  1.25% A

Expenses net of fee waivers, if any

  1.05%

  1.09%

  1.09% A

Expenses net of all reductions

  1.03%

  1.08%

  1.07% A

Net investment income (loss)

  1.48%

  2.38% E

  .44% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,465

$ 1,547

$ 267

Portfolio turnover rate H

  41%

  46%

  42% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.59%.

F For the period December 18, 2012 (commencement of operations) to February 28, 2013.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.80 per share is comprised of distributions from net investment income of $.286 and distributions from net realized gain of $.517 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.80

$ 12.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .17

  .11 E

Net realized and unrealized gain (loss)

  (.04)

  .45

Total from investment operations

  .13

  .56

Distributions from net investment income

  (.28)

  (.17)

Distributions from net realized gain

  (.52)

  (.21)

Total distributions

  (.79) J

  (.38)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.14

$ 12.80

Total Return B, C

  1.21%

  4.57%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  1.15%

  1.33% A

Expenses net of fee waivers, if any

  1.15%

  1.18% A

Expenses net of all reductions

  1.13%

  1.17% A

Net investment income (loss)

  1.38%

  2.88% A, E

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 105

Portfolio turnover rate H

  41%

  46%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.09%.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.79 per share is comprised of distributions from net investment income of $.275 and distributions from net realized gain of $.517 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.79

$ 12.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .14

  .10 E

Net realized and unrealized gain (loss)

  (.04)

  .45

Total from investment operations

  .10

  .55

Distributions from net investment income

  (.24)

  (.17)

Distributions from net realized gain

  (.52)

  (.21)

Total distributions

  (.76)

  (.38)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.13

$ 12.79

Total Return B, C

  .95%

  4.45%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  1.40%

  1.59% A

Expenses net of fee waivers, if any

  1.40%

  1.43% A

Expenses net of all reductions

  1.38%

  1.42% A

Net investment income (loss)

  1.13%

  2.63% A, E

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 105

$ 104

Portfolio turnover rate H

  41%

  46%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.84%.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

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

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

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

$ 13,087,395

Gross unrealized depreciation

(2,048,339)

Net unrealized appreciation (depreciation) on securities

$ 11,039,056

 

 

Tax Cost

$ 55,157,559

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 530,549

Net unrealized appreciation (depreciation) on securities and other investments

$ 11,028,599

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,729,849

$ 1,208,713

Long-term Capital Gains

2,422,878

895,305

Total

$ 4,152,727

$ 2,104,018

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been subject to a redemption fee equal to 1.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

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

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

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

Equity Risk

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

 

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $132,007 and a change in net unrealized appreciation (depreciation) of $27,256 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $25,179,975 and $28,227,190, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.05% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .66% of the Fund's average net assets.

Sub-Advisers. Causeway Capital Management, LLC, Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (an affiliate of the investment adviser) and William Blair & Company, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Thompson, Siegel & Walmsley LLC (TS&W) has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, TS&W has not been allocated any portion of the Fund's assets. TS&W in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

In March 2015, the Board of Trustees approved the appointment of Arrowstreet Capital, Limited Partnership as an additional sub-adviser for the Fund.

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

 

Service
Fee

Total
Fees

Retained
by FDC

Class N

.25%

$ 257

$ 257

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

International Multi-Manager

$ 58,831

.09

Class L

102

.10

Class N

102

.10

 

$ 59,035

 

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $102 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $16,332 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net investment income

 

 

International Multi-Manager

$ 1,385,396

$ 878,745

Class F

44,987

14,394

Class L

2,272

1,356

Class N

2,013

1,324

Total

$ 1,434,668

$ 895,819

Annual Report

Notes to Financial Statements - continued

8. Distributions to Shareholders - continued

Years ended February 28,

2015

2014A

From net realized gain

 

 

International Multi-Manager

$ 2,624,206

$ 1,186,847

Class F

85,289

18,024

Class L

4,283

1,664

Class N

4,281

1,664

Total

$ 2,718,059

$ 1,208,199

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

International Multi-Manager

 

 

 

 

Shares sold

145,819

130,491

$ 1,782,542

$ 1,604,892

Reinvestment of distributions

335,000

168,763

4,009,602

2,065,592

Shares redeemed

(597,389)

(28,659)

(7,566,740)

(344,449)

Net increase (decrease)

(116,570)

270,595

$ (1,774,596)

$ 3,326,035

Class F

 

 

 

 

Shares sold

89,216

101,699

$ 1,094,055

$ 1,260,107

Reinvestment of distributions

10,927

2,636

130,276

32,418

Shares redeemed

(18,073)

(7,859)

(221,060)

(97,718)

Net increase (decrease)

82,070

96,476

$ 1,003,271

$ 1,194,807

Class L

 

 

 

 

Shares sold

-

7,924

$ -

$ 100,000

Reinvestment of distributions

549

245

6,555

3,020

Net increase (decrease)

549

8,169

$ 6,555

$ 103,020

Class N

 

 

 

 

Shares sold

-

7,924

$ -

$ 100,000

Reinvestment of distributions

526

243

6,294

2,988

Net increase (decrease)

526

8,167

$ 6,294

$ 102,988

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

10. 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

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10. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 94% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers International Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers International Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers International Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 16, 2015

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Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

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In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

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Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

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+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers International Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class L

04/13/15

04/10/15

$0.098

Class N

04/13/15

04/10/15

$0.098

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $2,290,057, or, if subsequently determined to be different, the net capital gain of such year.

Class L and Class N designates 4% of the dividends distributed in December 2014, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class L and Class N designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class L

4/7/14

$0.1115

$0.0025

Class L

12/8/14

$0.2482

$0.0252

Class N

4/7/14

$0.1065

$0.0025

Class N

12/8/14

$0.2222

$0.0252

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers International Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Causeway Capital Management LLC (Causeway), Massachusetts Financial Services Company (MFS), Pyramis Global Advisors, LLC (Pyramis), and William Blair & Company, LLC (William Blair) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers International Multi-Manager Fund

sae920

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the first quartile and that Class F had out-performed 80% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted that the fund's maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 1.18%, 1.18%, and 1.43%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.09% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

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

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

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers International Multi-Manager Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended Feb-ruary 28, 2014.

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

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

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration Strategic Advisers' contractual reimbursement commitment.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers International Multi-Manager Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with Thompson, Siegel & Walmsley LLC (New Sub-Adviser) for the fund.

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

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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Annual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by the New Sub-Adviser under the Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses. In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or the portion of the management fee retained by Strategic Advisers, if any. The Board considered that Strategic Advisers has contractually agreed to reimburse the retail class, Class L and Class N of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) as a percentage of net assets exceed 1.18%, 1.18% and 1.43%, respectively, through April 30, 2015. In addition, the Board noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.09% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that the Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Arrowstreet Capital,
Limited Partnership

Causeway Capital Management LLC

Massachusetts Financial Services
Company

Pyramis Global Advisors, LLC

Thompson, Siegel & Walmsley LLC

William Blair & Company, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Quincy, MA

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

STG-L-STG-N-ANN-0415
1.9585951.101

Strategic Advisers®
Small-Mid Cap Fund

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

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Annual Report

February 28, 2015


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Strategic Advisers Small-Mid Cap Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Past 5
years

Life of
fund
A

Strategic Advisers® Small-Mid Cap Fund B

5.45%

14.72%

8.02%

A From June 23, 2005.

B Prior to May 1, 2010, Strategic Advisers® Small-Mid Cap Fund was named PAS Small Cap Fund of Funds, and the fund operated under certain different investment policies and compared its performance to a different index. The fund's historical performance may not represent its current investment policies.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers Small-Mid Cap Fund on June 23, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2500® Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near its all-time high for the 12 months ending February 28, 2015, supported by low interest rates and the relative strength of the U.S. economy and dollar. The large-cap S&P 500® Index returned 15.51%. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® returned 16.58%, while the small-cap Russell 2000® Index returned 5.63%, rallying from early-period weakness amid growth and valuation worries. Among S&P 500® sectors, all except one notched a double-digit gain, led by health care (+24%), information technology (+22%) and consumer staples (+22%). Energy (-7%) was the sole sector to lose ground, reflecting a sharp drop in crude prices beginning midyear and attributed to weaker global demand and a U.S. supply boom. Volatility spiked to a three-year high in October amid concerns about economic growth and Ebola, as well as unrest in Syria, Iraq and Ukraine. Nevertheless, the index finished the period well above its mid-October nadir, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate, and consumer confidence that declined only slightly from its 11-year high reached in January.

Comments from Barry Golden, Portfolio Manager of Strategic Advisers® Small-Mid Cap Fund: For the year, Strategic Advisers® Small-Mid Cap Fund (the Fund) returned 5.45%, trailing the 8.24% gain of the Russell 2500® Index. Relative to the benchmark, Artisan Small Cap Fund was the biggest detractor, as this manager's performance suffered amid an early-period pullback in certain high-growth industries and stock groups. Sub-adviser Massachusetts Financial Services (MFS) detracted for similar reasons, and it also was hampered later on by an underweighting in health care and poor stock selection among transportation companies. Sub-adviser Advisory Research was positioned for rising interest rates and higher inflation, neither of which occurred during the period. As a result, this manager's underweighting in higher-yielding groups, along with an overweighting in energy, worked against its performance. On the plus side, Meridian Growth Fund was the top relative contributor, as its strategy benefited from solid stock choices in software & services and capital goods, along with favorable positioning in energy. Sub-adviser Kennedy Capital Management also contributed, led by productive picks in financials, semiconductors and transportation. During the period, we added sub-advisers Fisher Investments and The Boston Company, and redeployed assets away from sub-adviser MFS.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees 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 (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds 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 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.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Actual

.37%

$ 1,000.00

$ 1,040.60

$ 1.87

Hypothetical A

 

$ 1,000.00

$ 1,022.96

$ 1.86

A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Meridian Growth Fund Legacy Class

5.7

4.6

Spartan Extended Market Index Fund Investor Class

5.0

6.3

Fidelity Stock Selector Mid Cap Fund

4.7

2.1

Champlain Small Company Fund Advisor Class

4.5

4.7

Goldman Sachs Small Cap Value Fund Institutional Class

4.3

4.3

FMI Common Stock Fund

4.1

4.4

Vulcan Value Partners Small Cap Fund

3.1

3.2

AllianceBernstein Discovery Growth Fund Class A

2.2

0.0

Artisan Small Cap Fund Investor Shares

2.1

2.2

ASTON/TAMRO Small Cap Fund Class N

2.1

2.2

 

37.8

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

11.3

8.5

Information Technology

10.2

7.5

Industrials

8.1

6.6

Consumer Discretionary

6.7

6.1

Health Care

6.4

4.1

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

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Common Stocks 50.1%

 

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Common Stocks 41.6%

 

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Mid-Cap
Blend Funds 9.1%

 

sae945

Mid-Cap
Blend Funds 10.7%

 

sae947

Mid-Cap
Growth Funds 6.9%

 

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Mid-Cap
Growth Funds 10.7%

 

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Mid-Cap
Value Funds 0.0%

 

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Mid-Cap
Value Funds 1.0%

 

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Small
Blend Funds 8.7%

 

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Small
Blend Funds 12.8%

 

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Small
Growth Funds 15.3%

 

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Small
Growth Funds 9.1%

 

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Small Value Funds 3.0%

 

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Small Value Funds 4.0%

 

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Sector Funds 0.8%

 

sae969

Sector Funds 0.9%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 6.1%

 

sae973

Short-Term
Investments and
Net Other Assets
(Liabilities) 9.2%

 

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 50.1%

Shares

Value

CONSUMER DISCRETIONARY - 6.7%

Auto Components - 0.7%

BorgWarner, Inc.

66,038

$ 4,058,695

Dana Holding Corp.

636,816

13,914,430

Gentex Corp.

960,586

16,925,525

Remy International, Inc.

23,800

544,306

Tower International, Inc. (a)

170,870

4,625,451

Visteon Corp. (a)

82,585

8,302,270

 

48,370,677

Automobiles - 0.0%

Harley-Davidson, Inc.

27,252

1,732,410

Distributors - 0.2%

LKQ Corp. (a)

337,723

8,299,543

Pool Corp.

72,748

5,031,979

 

13,331,522

Diversified Consumer Services - 0.4%

Apollo Education Group, Inc. Class A (non-vtg.) (a)

214,583

5,933,220

Capella Education Co.

51,550

3,341,471

H&R Block, Inc.

329,962

11,268,202

LifeLock, Inc. (a)

685,784

9,587,260

 

30,130,153

Hotels, Restaurants & Leisure - 1.4%

BJ's Restaurants, Inc. (a)

87,489

4,568,676

Bloomin' Brands, Inc.

489,555

12,610,937

Brinker International, Inc.

72,226

4,294,558

Choice Hotels International, Inc.

77,457

4,916,196

Domino's Pizza, Inc.

44,000

4,467,320

Hyatt Hotels Corp. Class A (a)

225,608

13,658,308

Jack in the Box, Inc.

112,020

10,831,214

La Quinta Holdings, Inc.

284,040

6,308,528

Marriott Vacations Worldwide Corp.

69,530

5,288,452

Papa John's International, Inc.

58,310

3,605,890

Pinnacle Entertainment, Inc. (a)

159,048

4,093,896

Popeyes Louisiana Kitchen, Inc. (a)

69,820

4,189,898

Royal Caribbean Cruises Ltd.

69,950

5,345,579

Sonic Corp.

85,620

2,721,860

Starwood Hotels & Resorts Worldwide, Inc.

58,862

4,728,384

The Cheesecake Factory, Inc.

81,250

3,861,000

Wendy's Co.

520,570

5,773,121

 

101,263,817

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.5%

D.R. Horton, Inc.

126,250

$ 3,447,888

Helen of Troy Ltd. (a)

42,147

3,229,303

iRobot Corp. (a)

206,847

6,794,924

M.D.C. Holdings, Inc.

387,279

10,526,243

Standard Pacific Corp. (a)

491,462

4,295,378

Toll Brothers, Inc. (a)

125,450

4,805,990

 

33,099,726

Internet & Catalog Retail - 0.1%

Shutterfly, Inc. (a)

111,239

5,340,584

Leisure Products - 0.2%

Brunswick Corp.

202,775

10,998,516

Polaris Industries, Inc.

42,441

6,507,479

 

17,505,995

Media - 1.0%

Cablevision Systems Corp. - NY Group Class A

193,565

3,635,151

Discovery Communications, Inc. Class A (a)

48,700

1,573,010

Gannett Co., Inc.

275,425

9,750,045

Gray Television, Inc. (a)

418,100

4,574,014

IMAX Corp. (a)

196,604

6,875,242

Lions Gate Entertainment Corp.

189,350

6,170,917

Media General, Inc. (a)

179,170

2,671,425

Starz Series A (a)

307,980

10,237,255

Tribune Media Co. Class A (a)

455,280

30,034,822

 

75,521,881

Specialty Retail - 1.8%

American Eagle Outfitters, Inc.

913,601

13,676,607

ANN, Inc. (a)

99,704

3,580,371

Cabela's, Inc. Class A (a)

23,487

1,278,632

CST Brands, Inc.

441,560

18,382,143

DSW, Inc. Class A

116,243

4,381,199

Express, Inc. (a)

382,747

5,289,564

Five Below, Inc. (a)

92,338

2,930,346

Foot Locker, Inc.

239,675

13,462,545

Group 1 Automotive, Inc.

132,639

10,788,856

Lithia Motors, Inc. Class A (sub. vtg.)

128,539

12,141,794

New York & Co., Inc. (a)

121,200

271,488

Office Depot, Inc. (a)

1,859,585

17,424,311

Outerwall, Inc.

56,701

3,658,349

Restoration Hardware Holdings, Inc. (a)

76,520

6,741,412

Ross Stores, Inc.

15,000

1,587,150

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Select Comfort Corp. (a)

59,200

$ 1,900,320

Signet Jewelers Ltd.

56,940

6,825,967

Vitamin Shoppe, Inc. (a)

52,361

2,220,106

Williams-Sonoma, Inc.

23,258

1,871,106

 

128,412,266

Textiles, Apparel & Luxury Goods - 0.4%

Carter's, Inc.

49,596

4,402,637

Crocs, Inc. (a)

102,500

1,142,875

Fossil Group, Inc. (a)

50,220

4,319,422

G-III Apparel Group Ltd. (a)

57,633

6,064,721

Hanesbrands, Inc.

65,490

8,352,595

Steven Madden Ltd. (a)

126,401

4,614,901

 

28,897,151

TOTAL CONSUMER DISCRETIONARY

483,606,182

CONSUMER STAPLES - 1.0%

Beverages - 0.1%

Boston Beer Co., Inc. Class A (a)

21,777

5,827,525

Food & Staples Retailing - 0.3%

Casey's General Stores, Inc.

73,099

6,414,437

Fresh Market, Inc. (a)

193,774

7,375,038

United Natural Foods, Inc. (a)

54,860

4,555,574

 

18,345,049

Food Products - 0.4%

B&G Foods, Inc. Class A

113,042

3,238,653

Cal-Maine Foods, Inc.

16,362

615,702

Ingredion, Inc.

32,250

2,651,273

Lancaster Colony Corp.

51,197

4,679,406

Pilgrims Pride Corp.

177,900

4,879,797

Pinnacle Foods, Inc.

368,335

13,370,561

 

29,435,392

Household Products - 0.2%

Energizer Holdings, Inc.

25,015

3,347,757

Spectrum Brands Holdings, Inc.

125,498

11,756,653

 

15,104,410

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.0%

Elizabeth Arden, Inc. (a)

64,300

$ 1,077,025

TOTAL CONSUMER STAPLES

69,789,401

ENERGY - 2.3%

Energy Equipment & Services - 0.6%

Atwood Oceanics, Inc.

62,690

1,944,017

Dril-Quip, Inc. (a)

82,027

5,960,082

Helmerich & Payne, Inc.

19,508

1,308,206

ION Geophysical Corp. (a)

374,400

853,632

McDermott International, Inc. (a)

148,200

370,500

Newpark Resources, Inc. (a)

384,910

3,645,098

Oceaneering International, Inc.

102,518

5,590,307

Patterson-UTI Energy, Inc.

92,184

1,722,458

Precision Drilling Corp.

1,384,610

8,428,831

SEACOR Holdings, Inc. (a)

109,967

7,973,707

Tesco Corp.

893

9,493

TETRA Technologies, Inc. (a)

268,000

1,599,960

 

39,406,291

Oil, Gas & Consumable Fuels - 1.7%

Abraxas Petroleum Corp. (a)

801,800

2,445,490

Carrizo Oil & Gas, Inc. (a)

332,052

15,802,355

Delek U.S. Holdings, Inc.

261,049

9,731,907

Diamondback Energy, Inc. (a)

44,020

3,134,664

Energen Corp.

145,637

9,413,976

GasLog Ltd.

96,225

1,904,293

Gulfport Energy Corp. (a)

213,760

9,792,346

Laredo Petroleum Holdings, Inc. (a)

142,082

1,695,038

Newfield Exploration Co. (a)

247,570

8,177,237

Oasis Petroleum, Inc. (a)

107,080

1,534,456

PBF Energy, Inc. Class A

307,075

9,571,528

Pioneer Natural Resources Co.

60,745

9,264,827

SemGroup Corp. Class A

48,767

3,770,177

Sunoco Logistics Partners, LP

262,572

13,543,464

Synergy Resources Corp. (a)

185,098

2,211,921

Tesoro Corp.

30,511

2,802,130

Tsakos Energy Navigation Ltd.

1,114,275

8,357,063

Ultra Petroleum Corp. (a)

171,263

2,786,449

Valero Energy Corp.

34,700

2,140,643

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Western Refining, Inc.

87,934

$ 4,141,691

Whiting Petroleum Corp. (a)

39,421

1,333,612

 

123,555,267

TOTAL ENERGY

162,961,558

FINANCIALS - 11.3%

Banks - 3.2%

BankUnited, Inc.

253,886

8,228,445

CIT Group, Inc.

524,366

24,251,928

City National Corp.

34,383

3,107,192

Columbia Banking Systems, Inc.

91,959

2,591,405

Comerica, Inc.

300,524

13,757,989

Cullen/Frost Bankers, Inc.

65,434

4,436,425

CVB Financial Corp.

147,514

2,308,594

East West Bancorp, Inc.

269,956

10,784,742

First Niagara Financial Group, Inc.

288,250

2,553,895

First Republic Bank

99,495

5,671,215

FirstMerit Corp.

207,696

3,769,682

Hancock Holding Co.

249,231

7,294,991

Home Bancshares, Inc.

119,052

3,767,996

Huntington Bancshares, Inc.

1,308,825

14,318,546

Investors Bancorp, Inc.

1,535,378

17,626,139

PacWest Bancorp

120,256

5,511,934

Pinnacle Financial Partners, Inc.

30,298

1,272,516

PrivateBancorp, Inc.

122,267

4,246,333

Prosperity Bancshares, Inc.

48,485

2,508,129

Regions Financial Corp.

349,704

3,360,655

SVB Financial Group (a)

262,673

32,282,512

Talmer Bancorp, Inc. Class A

131,260

1,854,704

TCF Financial Corp.

195,000

3,059,550

Texas Capital Bancshares, Inc. (a)

49,540

2,300,142

UMB Financial Corp.

130,351

6,718,291

Umpqua Holdings Corp.

570,454

9,435,309

United Community Bank, Inc.

583,145

11,091,418

Webster Financial Corp.

635,225

21,934,319

 

230,044,996

Capital Markets - 1.6%

Affiliated Managers Group, Inc. (a)

20,313

4,396,139

American Capital Ltd. (a)

740,445

10,810,497

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Ameriprise Financial, Inc.

37,080

$ 4,955,000

Ares Capital Corp.

301,741

5,220,119

E*TRADE Financial Corp. (a)

468,594

12,199,845

Eaton Vance Corp. (non-vtg.)

90,425

3,806,893

Janus Capital Group, Inc.

316,647

5,218,343

Lazard Ltd. Class A

278,318

14,160,820

Raymond James Financial, Inc.

560,213

32,004,969

Stifel Financial Corp. (a)

228,599

12,520,367

T. Rowe Price Group, Inc.

32,457

2,680,948

The Blackstone Group LP

76,750

2,875,055

Waddell & Reed Financial, Inc. Class A

48,178

2,382,884

WisdomTree Investments, Inc.

223,410

4,175,533

 

117,407,412

Consumer Finance - 0.5%

Ally Financial, Inc. (a)

633,970

13,173,897

Discover Financial Services

129,180

7,877,396

PRA Group, Inc. (a)

122,445

6,133,270

Santander Consumer U.S.A. Holdings, Inc.

141,675

3,191,938

SLM Corp.

378,944

3,588,600

 

33,965,101

Diversified Financial Services - 0.7%

Leucadia National Corp.

411,057

9,754,383

MarketAxess Holdings, Inc.

40,572

3,229,125

Voya Financial, Inc.

909,007

40,169,019

 

53,152,527

Insurance - 2.1%

Allied World Assurance Co.

698,029

28,235,273

American Equity Investment Life Holding Co.

179,143

5,103,784

American Financial Group, Inc.

43,285

2,726,955

AmTrust Financial Services, Inc.

130,638

7,041,388

Cincinnati Financial Corp.

78,902

4,162,870

CNO Financial Group, Inc.

898,430

14,608,472

FNF Group

689,000

25,300,080

FNFV Group (a)

243,415

3,624,449

HCC Insurance Holdings, Inc.

157,255

8,787,409

Lincoln National Corp.

189,150

10,902,606

Primerica, Inc.

57,694

3,042,782

Reinsurance Group of America, Inc.

46,446

4,148,092

Torchmark Corp.

63,608

3,387,126

Unum Group

82,281

2,761,350

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

White Mountains Insurance Group Ltd.

30,546

$ 20,378,764

XL Group PLC Class A

182,300

6,599,260

 

150,810,660

Real Estate Investment Trusts - 2.2%

American Residential Properties, Inc. (a)

160,637

2,785,446

Ashford Hospitality Trust, Inc.

162,698

1,732,734

BioMed Realty Trust, Inc.

871,201

19,375,510

Brandywine Realty Trust (SBI)

190,700

3,022,595

CBL & Associates Properties, Inc.

332,225

6,651,145

Chesapeake Lodging Trust

128,848

4,581,835

Corporate Office Properties Trust (SBI)

133,692

3,930,545

Corrections Corp. of America

131,806

5,257,741

Cousins Properties, Inc.

333,718

3,580,794

DuPont Fabros Technology, Inc.

425,000

13,306,750

Essex Property Trust, Inc.

10,700

2,380,001

Extra Space Storage, Inc.

112,670

7,411,433

Hersha Hospitality Trust

484,212

3,249,063

iStar Financial, Inc. (a)

371,670

4,924,628

Kite Realty Group Trust

245,020

6,938,966

Liberty Property Trust (SBI)

441,600

16,436,352

Medical Properties Trust, Inc.

482,938

7,311,681

Mid-America Apartment Communities, Inc.

85,044

6,163,139

National Retail Properties, Inc.

92,348

3,716,084

Physicians Realty Trust

224,700

3,696,315

Prologis, Inc.

47,039

2,009,036

Ryman Hospitality Properties, Inc.

212,215

12,754,122

Strategic Hotel & Resorts, Inc. (a)

392,100

5,144,352

Sunstone Hotel Investors, Inc.

467,350

8,155,258

Weyerhaeuser Co.

136,316

4,786,055

 

159,301,580

Real Estate Management & Development - 0.8%

Alexander & Baldwin, Inc.

519,078

20,986,324

CBRE Group, Inc. (a)

485,100

16,619,526

Jones Lang LaSalle, Inc.

38,268

6,170,715

Realogy Holdings Corp. (a)

307,360

14,138,560

 

57,915,125

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.2%

BofI Holding, Inc. (a)

68,835

$ 6,085,014

EverBank Financial Corp.

444,024

7,983,552

 

14,068,566

TOTAL FINANCIALS

816,665,967

HEALTH CARE - 6.4%

Biotechnology - 0.5%

Alnylam Pharmaceuticals, Inc. (a)

48,874

4,962,177

Enanta Pharmaceuticals, Inc. (a)

54,643

1,957,312

Exact Sciences Corp. (a)

257,459

5,785,104

Incyte Corp. (a)

87,188

7,485,090

Ligand Pharmaceuticals, Inc. Class B (a)

129,570

7,135,420

Neurocrine Biosciences, Inc. (a)

103,638

4,047,064

Repligen Corp. (a)

114,413

2,941,558

Seattle Genetics, Inc. (a)

93,446

3,387,418

 

37,701,143

Health Care Equipment & Supplies - 1.8%

Accuray, Inc. (a)

216,640

1,945,427

Alere, Inc. (a)

149,717

6,807,632

Analogic Corp.

34,521

2,991,590

DexCom, Inc. (a)

98,869

6,005,303

Globus Medical, Inc. (a)

392,336

9,525,918

Halyard Health, Inc. (a)

164,890

7,591,536

HeartWare International, Inc. (a)

99,297

8,463,083

Hill-Rom Holdings, Inc.

16,123

772,614

Hologic, Inc. (a)

357,975

11,591,231

IDEXX Laboratories, Inc. (a)

41,685

6,537,459

NuVasive, Inc. (a)

262,038

11,988,239

Sirona Dental Systems, Inc. (a)

109,274

9,924,265

St. Jude Medical, Inc.

65,264

4,351,804

Steris Corp.

259,448

16,739,585

The Cooper Companies, Inc.

33,755

5,534,807

Thoratec Corp. (a)

86,533

3,523,624

West Pharmaceutical Services, Inc.

194,458

10,640,742

Zimmer Holdings, Inc.

51,076

6,149,040

 

131,083,899

Health Care Providers & Services - 2.2%

Air Methods Corp. (a)

91,857

4,867,502

AMN Healthcare Services, Inc. (a)

75,905

1,712,417

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Brookdale Senior Living, Inc. (a)

443,640

$ 16,640,936

Catamaran Corp. (a)

71,654

3,577,255

Centene Corp. (a)

135,380

8,320,455

Chemed Corp.

53,672

6,251,715

Community Health Systems, Inc. (a)

101,957

4,946,954

Community Health Systems, Inc. rights 1/27/16 (a)

217,797

5,009

Envision Healthcare Holdings, Inc. (a)

116,182

4,254,585

ExamWorks Group, Inc. (a)

313,610

12,669,844

HealthSouth Corp.

400,939

17,424,809

Henry Schein, Inc. (a)

39,466

5,527,213

Kindred Healthcare, Inc.

345,100

7,323,022

Laboratory Corp. of America Holdings (a)

48,650

5,985,410

MEDNAX, Inc. (a)

131,533

9,400,664

Premier, Inc. (a)

119,090

4,365,839

Select Medical Holdings Corp.

295,978

4,013,462

Tenet Healthcare Corp. (a)

158,279

7,328,318

Universal Health Services, Inc. Class B

160,390

18,180,207

VCA, Inc. (a)

348,366

18,560,940

 

161,356,556

Health Care Technology - 0.1%

Allscripts Healthcare Solutions, Inc. (a)

250,600

3,008,453

HMS Holdings Corp. (a)

83,998

1,473,325

MedAssets, Inc. (a)

138,911

2,668,480

 

7,150,258

Life Sciences Tools & Services - 1.0%

Affymetrix, Inc. (a)

266,355

3,116,354

Bio-Techne Corp.

45,939

4,480,431

Cambrex Corp. (a)

50,219

1,720,001

Charles River Laboratories International, Inc. (a)

165,859

12,716,410

ICON PLC (a)

128,782

8,887,246

PAREXEL International Corp. (a)

287,784

18,550,557

PerkinElmer, Inc.

219,840

10,332,480

Quintiles Transnational Holdings, Inc. (a)

66,005

4,289,005

Waters Corp. (a)

34,284

4,127,108

 

68,219,592

Pharmaceuticals - 0.8%

Catalent, Inc. (a)

150,805

4,218,016

GW Pharmaceuticals PLC ADR (a)

87,290

7,063,507

Horizon Pharma PLC (a)

294,216

6,040,254

Jazz Pharmaceuticals PLC (a)

83,427

14,190,098

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Lannett Co., Inc. (a)

51,300

$ 3,201,120

Nektar Therapeutics (a)

320,294

4,186,243

Pacira Pharmaceuticals, Inc. (a)

96,996

11,132,231

Perrigo Co. PLC

20,454

3,159,529

Salix Pharmaceuticals Ltd. (a)

29,663

4,663,024

 

57,854,022

TOTAL HEALTH CARE

463,365,470

INDUSTRIALS - 8.1%

Aerospace & Defense - 1.0%

AeroVironment, Inc. (a)

40,720

1,116,135

BE Aerospace, Inc.

37,402

2,376,523

HEICO Corp. Class A

143,618

6,554,726

Hexcel Corp.

288,504

13,727,020

Huntington Ingalls Industries, Inc.

23,160

3,273,203

KEYW Holding Corp. (a)

183,100

1,598,463

KLX, Inc. (a)

18,001

718,960

Orbital ATK, Inc.

243

16,106

Spirit AeroSystems Holdings, Inc. Class A (a)

314,685

15,485,649

Teledyne Technologies, Inc. (a)

115,053

11,600,794

Textron, Inc.

68,800

3,048,528

TransDigm Group, Inc.

41,355

8,968,245

Triumph Group, Inc.

64,464

3,854,303

 

72,338,655

Air Freight & Logistics - 0.1%

Forward Air Corp.

95,246

5,095,661

Airlines - 0.3%

Allegiant Travel Co.

52,693

9,675,489

JetBlue Airways Corp. (a)

507,830

8,729,598

 

18,405,087

Building Products - 0.6%

A.O. Smith Corp.

227,980

14,369,579

Armstrong World Industries, Inc. (a)

101,175

5,648,600

Continental Building Products, Inc. (a)

215,150

4,488,029

Owens Corning

330,983

13,126,786

Universal Forest Products, Inc.

48,150

2,602,508

 

40,235,502

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 0.7%

Clean Harbors, Inc. (a)

57,550

$ 3,204,960

Covanta Holding Corp.

195,900

4,245,153

Herman Miller, Inc.

60,232

1,865,385

Interface, Inc.

313,869

6,337,015

Knoll, Inc.

242,180

5,141,481

Pitney Bowes, Inc.

215,110

4,984,099

Ritchie Brothers Auctioneers, Inc.

191,350

4,818,193

Steelcase, Inc. Class A

948,825

17,762,004

Tetra Tech, Inc.

132,672

3,373,849

 

51,732,139

Construction & Engineering - 0.2%

KBR, Inc.

202,600

3,300,354

MasTec, Inc. (a)

119,313

2,633,238

Quanta Services, Inc. (a)

190,816

5,491,684

 

11,425,276

Electrical Equipment - 0.6%

Acuity Brands, Inc.

41,532

6,581,991

AZZ, Inc.

34,342

1,559,814

Encore Wire Corp.

344,199

12,835,181

Generac Holdings, Inc. (a)

249,030

12,274,689

Regal-Beloit Corp.

116,813

9,104,405

Rockwell Automation, Inc.

25,500

2,984,520

 

45,340,600

Industrial Conglomerates - 0.1%

Carlisle Companies, Inc.

71,521

6,656,459

Machinery - 2.4%

Allison Transmission Holdings, Inc.

1,029,028

32,743,671

Chart Industries, Inc. (a)

24,324

849,881

CLARCOR, Inc.

108,409

7,134,396

Crane Co.

63,048

4,213,498

Flowserve Corp.

69,407

4,312,257

Harsco Corp.

100,800

1,662,192

IDEX Corp.

63,011

4,868,230

ITT Corp.

506,863

20,816,863

Lincoln Electric Holdings, Inc.

178,234

12,305,275

Manitowoc Co., Inc.

117,100

2,591,423

Meritor, Inc. (a)

155,200

2,217,808

Middleby Corp. (a)

44,978

4,795,105

Oshkosh Corp.

411,510

20,077,573

Parker Hannifin Corp.

7,552

926,555

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Rexnord Corp. (a)

155,931

$ 4,299,018

Terex Corp.

102,227

2,802,042

Trinity Industries, Inc.

574,614

19,318,523

Twin Disc, Inc.

61,145

1,124,457

WABCO Holdings, Inc. (a)

49,585

5,793,016

Wabtec Corp.

134,787

12,789,938

Woodward, Inc.

98,763

4,794,944

 

170,436,665

Marine - 0.1%

Danaos Corp. (a)

125,433

788,974

Kirby Corp. (a)

123,045

9,484,309

 

10,273,283

Professional Services - 0.6%

Equifax, Inc.

59,250

5,532,173

FTI Consulting, Inc. (a)

45,700

1,684,959

Huron Consulting Group, Inc. (a)

63,186

4,211,347

Korn/Ferry International (a)

225,000

6,885,000

On Assignment, Inc. (a)

179,251

6,849,181

Robert Half International, Inc.

74,550

4,619,118

Towers Watson & Co.

96,885

12,740,378

TrueBlue, Inc. (a)

152,581

3,510,889

 

46,033,045

Road & Rail - 0.8%

AMERCO

50,528

16,513,561

Con-way, Inc.

269,215

11,891,227

J.B. Hunt Transport Services, Inc.

27,166

2,322,693

Kansas City Southern

36,292

4,204,065

Knight Transportation, Inc.

192,260

6,356,116

Old Dominion Freight Lines, Inc. (a)

86,353

6,745,896

Ryder System, Inc.

38,500

3,618,615

Swift Transporation Co. (a)

202,306

5,721,214

 

57,373,387

Trading Companies & Distributors - 0.6%

AerCap Holdings NV (a)

320,225

14,250,013

GATX Corp.

233,600

14,541,600

MSC Industrial Direct Co., Inc. Class A

45,107

3,292,360

United Rentals, Inc. (a)

46,551

4,332,036

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Watsco, Inc.

44,132

$ 5,174,036

WESCO International, Inc. (a)

52,535

3,647,505

 

45,237,550

TOTAL INDUSTRIALS

580,583,309

INFORMATION TECHNOLOGY - 10.2%

Communications Equipment - 1.0%

Arris Group, Inc. (a)

574,132

16,867,998

Aviat Networks, Inc. (a)

105,200

133,604

Brocade Communications Systems, Inc.

718,555

8,902,896

Ceragon Networks Ltd. (a)

172,700

207,240

Ciena Corp. (a)

863,241

18,059,002

Finisar Corp. (a)

283,746

5,961,503

Infinera Corp. (a)

442,883

7,551,155

JDS Uniphase Corp. (a)

852,131

11,733,844

Riverbed Technology, Inc. (a)

123,821

2,592,812

 

72,010,054

Electronic Equipment & Components - 2.6%

Arrow Electronics, Inc. (a)

189,980

11,771,161

Avnet, Inc.

191,793

8,786,037

CDW Corp.

380,965

14,335,713

Cognex Corp. (a)

207,898

9,290,962

Dolby Laboratories, Inc. Class A

45,400

1,837,338

FEI Co.

69,005

5,450,705

FLIR Systems, Inc.

402,474

12,991,861

II-VI, Inc. (a)

129,600

2,266,704

Ingram Micro, Inc. Class A (a)

284,425

7,028,142

InvenSense, Inc. (a)

100,911

1,682,186

IPG Photonics Corp. (a)

174,087

16,694,943

Itron, Inc. (a)

58,800

2,145,024

Jabil Circuit, Inc.

121,840

2,676,825

Keysight Technologies, Inc. (a)

213,966

8,032,284

Littelfuse, Inc.

35,060

3,517,219

Maxwell Technologies, Inc. (a)

109,400

824,876

Mercury Systems, Inc. (a)

186,400

3,172,528

Methode Electronics, Inc. Class A

94,556

3,677,283

National Instruments Corp.

111,523

3,472,826

OSI Systems, Inc. (a)

118,247

8,569,360

Plexus Corp. (a)

89,117

3,586,959

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Rogers Corp. (a)

66,544

$ 5,209,064

ScanSource, Inc. (a)

135,452

4,925,035

SYNNEX Corp.

187,938

14,330,273

Tech Data Corp. (a)

335,238

19,946,661

Trimble Navigation Ltd. (a)

186,983

4,887,736

Universal Display Corp. (a)

203,446

6,996,508

 

188,106,213

Internet Software & Services - 0.9%

AOL, Inc. (a)

85,290

3,457,657

Bankrate, Inc. (a)

146,000

1,862,960

Constant Contact, Inc. (a)

197,053

8,144,200

CoStar Group, Inc. (a)

45,866

9,134,673

DealerTrack Holdings, Inc. (a)

423,927

16,859,577

HomeAway, Inc. (a)

116,038

3,596,598

LogMeIn, Inc. (a)

228,440

12,038,788

Rackspace Hosting, Inc. (a)

151,280

7,514,078

 

62,608,531

IT Services - 1.3%

Acxiom Corp. (a)

137,200

2,744,000

Amdocs Ltd.

102,480

5,380,200

Booz Allen Hamilton Holding Corp. Class A

455,373

13,551,900

Cardtronics, Inc. (a)

51,760

1,893,898

Convergys Corp.

74,400

1,662,840

CoreLogic, Inc. (a)

590,741

19,695,305

DST Systems, Inc.

21,400

2,274,606

EPAM Systems, Inc. (a)

100,913

6,224,314

Euronet Worldwide, Inc. (a)

330,711

18,685,172

Fidelity National Information Services, Inc.

77,695

5,251,405

Genpact Ltd. (a)

172,465

3,832,172

Heartland Payment Systems, Inc.

114,530

5,615,406

MoneyGram International, Inc. (a)

125,700

1,067,822

Total System Services, Inc.

139,620

5,333,484

VeriFone Systems, Inc. (a)

57,720

2,031,167

 

95,243,691

Semiconductors & Semiconductor Equipment - 1.6%

Atmel Corp.

558,883

4,661,084

Cavium, Inc. (a)

81,511

5,582,688

Ceva, Inc. (a)

57,000

1,134,870

FormFactor, Inc. (a)

208,000

2,042,560

Freescale Semiconductor, Inc. (a)

117,150

4,230,287

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Integrated Device Technology, Inc. (a)

419,475

$ 8,657,964

Lam Research Corp.

33,675

2,776,841

Lattice Semiconductor Corp. (a)

247,729

1,664,739

M/A-COM Technology Solutions Holdings, Inc. (a)

178,125

6,006,375

Mellanox Technologies Ltd. (a)

201,074

9,579,165

Microsemi Corp. (a)

219,697

7,083,031

MKS Instruments, Inc.

95,064

3,361,463

Monolithic Power Systems, Inc.

90,065

4,749,127

PMC-Sierra, Inc. (a)

296,612

2,817,814

Power Integrations, Inc.

84,683

4,645,709

Rambus, Inc. (a)

301,300

3,615,600

Rudolph Technologies, Inc. (a)

64,200

791,586

Silicon Laboratories, Inc. (a)

84,749

4,291,689

Skyworks Solutions, Inc.

159,335

13,981,646

Spansion, Inc. Class A (a)

74,400

2,684,352

Synaptics, Inc. (a)

35,285

3,032,746

Teradyne, Inc.

216,276

4,178,452

Ultratech, Inc. (a)

192,250

3,468,190

Veeco Instruments, Inc. (a)

304,596

9,287,132

 

114,325,110

Software - 2.5%

Aspen Technology, Inc. (a)

231,921

8,953,310

Autodesk, Inc. (a)

76,094

4,888,279

Barracuda Networks, Inc. (a)

89,690

3,416,292

CA Technologies, Inc.

75,100

2,442,252

Cadence Design Systems, Inc. (a)

407,239

7,474,872

CommVault Systems, Inc. (a)

51,102

2,466,694

Comverse, Inc. (a)

89,470

1,605,092

Covisint Corp. (a)

313,600

784,000

Electronic Arts, Inc. (a)

243,375

13,916,183

Fortinet, Inc. (a)

179,844

6,044,557

Gigamon, Inc. (a)

72,700

1,458,362

Guidewire Software, Inc. (a)

92,703

5,159,849

Infoblox, Inc. (a)

571,537

13,288,235

Informatica Corp. (a)

46,769

2,008,495

Interactive Intelligence Group, Inc. (a)

74,688

3,169,759

Manhattan Associates, Inc. (a)

260,689

12,995,347

Mentor Graphics Corp.

362,721

8,509,435

MicroStrategy, Inc. Class A (a)

29,780

5,310,965

Nuance Communications, Inc. (a)

223,200

3,191,760

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Parametric Technology Corp. (a)

280,130

$ 9,707,905

Qlik Technologies, Inc. (a)

148,322

4,811,566

Qualys, Inc. (a)

112,020

5,156,281

Rovi Corp. (a)

215,350

5,357,908

SeaChange International, Inc. (a)

223,117

1,684,533

Silver Spring Networks, Inc. (a)

145,800

1,434,672

SolarWinds, Inc. (a)

93,666

4,751,676

Solera Holdings, Inc.

134,614

7,503,384

Synchronoss Technologies, Inc. (a)

121,720

5,387,327

Synopsys, Inc. (a)

171,935

7,979,503

Ultimate Software Group, Inc. (a)

59,733

9,834,740

Verint Systems, Inc. (a)

215,484

13,117,589

 

183,810,822

Technology Hardware, Storage & Peripherals - 0.3%

Cray, Inc. (a)

155,985

4,659,272

Electronics for Imaging, Inc. (a)

145,361

5,901,657

NCR Corp. (a)

197,687

5,813,975

Quantum Corp. (a)

375,200

611,576

SanDisk Corp.

35,310

2,822,328

 

19,808,808

TOTAL INFORMATION TECHNOLOGY

735,913,229

MATERIALS - 2.7%

Chemicals - 1.4%

Ashland, Inc.

42,896

5,474,388

Celanese Corp. Class A

178,685

10,204,700

Chemtura Corp. (a)

479,267

12,580,759

Cytec Industries, Inc.

55,800

2,931,174

FMC Corp.

77,375

4,906,349

Intrepid Potash, Inc. (a)

775,400

10,948,648

LSB Industries, Inc. (a)

391,144

14,699,192

Methanex Corp.

101,594

5,525,459

Olin Corp.

114,025

3,197,261

PolyOne Corp.

278,486

11,067,034

Quaker Chemical Corp.

54,659

4,437,218

The Scotts Miracle-Gro Co. Class A

80,394

5,266,611

Tronox Ltd. Class A

143,112

3,096,944

Valspar Corp.

88,878

7,701,279

 

102,037,016

Common Stocks - continued

Shares

Value

MATERIALS - continued

Construction Materials - 0.1%

Headwaters, Inc. (a)

66,670

$ 1,094,721

Martin Marietta Materials, Inc.

34,111

4,855,019

 

5,949,740

Containers & Packaging - 0.6%

Avery Dennison Corp.

82,500

4,417,875

Berry Plastics Group, Inc. (a)

280,787

9,633,802

Crown Holdings, Inc. (a)

149,930

7,946,290

Rock-Tenn Co. Class A

327,857

22,504,104

Sealed Air Corp.

47,220

2,225,479

 

46,727,550

Metals & Mining - 0.6%

AuRico Gold, Inc.

1,132,368

3,994,675

Carpenter Technology Corp.

60,685

2,570,617

Cliffs Natural Resources, Inc.

67,600

462,384

New Gold, Inc. (a)

1,976,365

7,572,825

Nucor Corp.

33,300

1,566,099

Royal Gold, Inc.

44,012

3,173,265

Steel Dynamics, Inc.

310,500

5,657,310

United States Steel Corp.

392,810

9,407,800

Yamana Gold, Inc.

1,459,138

6,197,922

 

40,602,897

Paper & Forest Products - 0.0%

Boise Cascade Co. (a)

94,560

3,367,282

TOTAL MATERIALS

198,684,485

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.2%

Frontier Communications Corp.

447,100

3,567,858

Level 3 Communications, Inc. (a)

142,200

7,658,892

Zayo Group Holdings, Inc.

171,790

5,026,575

 

16,253,325

Wireless Telecommunication Services - 0.2%

SBA Communications Corp. Class A (a)

73,230

9,132,513

Telephone & Data Systems, Inc.

39,500

1,004,880

U.S. Cellular Corp. (a)

28,200

1,069,626

 

11,207,019

TOTAL TELECOMMUNICATION SERVICES

27,460,344

Common Stocks - continued

Shares

Value

UTILITIES - 1.0%

Electric Utilities - 0.4%

Great Plains Energy, Inc.

198,679

$ 5,286,848

ITC Holdings Corp.

126,499

4,899,306

Portland General Electric Co.

95,575

3,563,992

UIL Holdings Corp.

134,305

6,789,118

Westar Energy, Inc.

141,539

5,498,790

 

26,038,054

Gas Utilities - 0.2%

Atmos Energy Corp.

224,435

11,904,032

Independent Power and Renewable Electricity Producers - 0.03%

Atlantic Power Corp.

206,700

596,902

Dynegy, Inc. (a)

535,825

14,933,443

NRG Energy, Inc.

291,655

6,993,887

Ormat Technologies, Inc.

90,100

3,072,410

 

25,596,642

Multi-Utilities - 0.1%

Ameren Corp.

239,290

10,148,262

TOTAL UTILITIES

73,686,990

TOTAL COMMON STOCKS

(Cost $3,006,448,433)


3,612,716,935

Equity Funds - 43.8%

 

 

 

 

Mid-Cap Blend Funds - 9.1%

FMI Common Stock Fund

10,576,664

296,146,591

Spartan Extended Market Index Fund Investor Class (c)

6,232,967

357,772,322

TOTAL MID-CAP BLEND FUNDS

653,918,913

Mid-Cap Growth Funds - 6.9%

AllianceBernstein Discovery Growth Fund Class A

16,771,644

157,988,891

Fidelity Stock Selector Mid Cap Fund (c)

9,768,526

339,358,581

TOTAL MID-CAP GROWTH FUNDS

497,347,472

Sector Funds - 0.8%

Hennessy Small Cap Financial Fund Investor Class Shares

2,631,856

55,874,298

Equity Funds - continued

Shares

Value

Small Blend Funds - 8.7%

Goldman Sachs Small Cap Value Fund Institutional Class

5,542,710

$ 312,497,972

T. Rowe Price Small-Cap Value Fund Advisor Class

1,957,311

90,799,644

Vulcan Value Partners Small Cap Fund

12,072,347

222,251,900

TOTAL SMALL BLEND FUNDS

625,549,516

Small Growth Funds - 15.3%

Artisan Small Cap Fund Investor Shares (a)

5,090,986

151,202,297

ASTON/TAMRO Small Cap Fund Class N

7,342,820

148,692,096

Champlain Small Company Fund Advisor Class

19,523,484

324,089,841

iShares Russell 2000 Growth Index ETF

437,710

65,284,447

Meridian Growth Fund Legacy Class

11,162,131

412,440,757

TOTAL SMALL GROWTH FUNDS

1,101,709,438

Small Value Funds - 3.0%

Fidelity Small Cap Value Fund (c)

4,893,351

93,903,412

Royce Opportunity Fund Investment Class

9,116,756

123,714,380

TOTAL SMALL VALUE FUNDS

217,617,792

TOTAL EQUITY FUNDS

(Cost $2,838,936,393)


3,152,017,429

U.S. Treasury Obligations - 0.2%

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.01% to 0.03% 3/5/15 to 5/28/15 (d)
(Cost $13,879,538)

$ 13,880,000


13,879,645

Money Market Funds - 6.0%

Shares

 

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $432,018,403)

432,018,403

$ 432,018,403

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $6,291,282,776)

7,210,632,412

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(8,299,400)

NET ASSETS - 100%

$ 7,202,333,012

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

1,018 CME E-mini S&P MidCap 400 Index Contracts (United States)

March 2015

$ 153,168,280

$ 8,974,654

1,247 ICE Russell 2000 Index Contracts (United States)

March 2015

153,580,520

8,756,785

TOTAL EQUITY INDEX CONTRACTS

$ 306,748,800

$ 17,731,439

 

The face value of futures purchased as a percentage of net assets is 4.2%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $338,821,344.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

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

(c) Affiliated Fund

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $13,879,645.

Affiliated Underlying Funds

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

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Stock Selector Mid Cap Fund

$ -

$ 301,779,966

$ -

$ 974,406

$ 339,358,581

Fidelity Small Cap Value Fund

36,033,900

60,213,159

-

327,892

93,903,412

Spartan Extended Market Index Fund Investor Class

390,095,198

14,508,275

60,000,000

4,362,017

357,772,322

Total

$ 426,129,098

$ 376,501,400

$ 60,000,000

$ 5,664,315

$ 791,034,315

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 483,606,182

$ 483,606,182

$ -

$ -

Consumer Staples

69,789,401

69,789,401

-

-

Energy

162,961,558

162,961,558

-

-

Financials

816,665,967

816,665,967

-

-

Health Care

463,365,470

463,365,470

-

-

Industrials

580,583,309

580,583,309

-

-

Information Technology

735,913,229

735,913,229

-

-

Materials

198,684,485

198,684,485

-

-

Telecommunication Services

27,460,344

27,460,344

-

-

Utilities

73,686,990

73,686,990

-

-

Equity Funds

3,152,017,429

3,152,017,429

-

-

U.S. Treasury Obligations

13,879,645

-

13,879,645

-

Money Market Funds

432,018,403

432,018,403

-

-

Total Investments in Securities:

$ 7,210,632,412

$ 7,196,752,767

$ 13,879,645

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 17,731,439

$ 17,731,439

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 17,731,439

$ -

Total Value of Derivatives

$ 17,731,439

$ -

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,607,376,322)

$ 6,419,598,097

 

Affiliated issuers (cost $683,906,454)

791,034,315

 

Total Investments (cost $6,291,282,776)

 

$ 7,210,632,412

Foreign currency held at value (cost $2)

2

Receivable for investments sold

44,441,528

Receivable for fund shares sold

4,954,978

Dividends receivable

2,019,124

Prepaid expenses

2,897

Other receivables

30,286

Total assets

7,262,081,227

 

 

 

Liabilities

Payable to custodian bank

$ 769,890

Payable for investments purchased

50,923,264

Payable for fund shares redeemed

4,084,135

Accrued management fee

1,526,930

Payable for daily variation margin for derivative instruments

1,412,190

Other affiliated payables

739,394

Other payables and accrued expenses

292,412

Total liabilities

59,748,215

 

 

 

Net Assets

$ 7,202,333,012

Net Assets consist of:

 

Paid in capital

$ 6,079,076,152

Undistributed net investment income

589,671

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

185,586,541

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

937,080,648

Net Assets, for 527,225,225 shares outstanding

$ 7,202,333,012

Net Asset Value, offering price and redemption price per share ($7,202,333,012 ÷ 527,225,225 shares)

$ 13.66

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 31,684,181

Affiliated issuers

 

5,664,315

Interest

 

2,756

Total income

 

37,351,252

 

 

 

Expenses

Management fee

$ 30,069,708

Transfer agent fees

6,897,909

Accounting fees and expenses

1,131,356

Custodian fees and expenses

144,204

Independent trustees' compensation

67,621

Registration fees

321,840

Audit

68,280

Legal

40,212

Miscellaneous

92,193

Total expenses before reductions

38,833,323

Expense reductions

(15,572,516)

23,260,807

Net investment income (loss)

14,090,445

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

63,294,993

Affiliated issuers

3,198,098

 

Foreign currency transactions

(671)

Futures contracts

27,537,681

Realized gain distributions from underlying funds:

Unaffiliated issuers

227,007,999

 

Affiliated issuers

20,031,525

 

Total net realized gain (loss)

 

341,069,625

Change in net unrealized appreciation (depreciation) on:

Investment securities

78,938,681

Assets and liabilities in foreign currencies

(402)

Futures contracts

568,463

Total change in net unrealized appreciation (depreciation)

 

79,506,742

Net gain (loss)

420,576,367

Net increase (decrease) in net assets resulting from operations

$ 434,666,812

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 14,090,445

$ 5,716,433

Net realized gain (loss)

341,069,625

735,028,325

Change in net unrealized appreciation (depreciation)

79,506,742

304,898,656

Net increase (decrease) in net assets resulting
from operations

434,666,812

1,045,643,414

Distributions to shareholders from net investment income

(13,400,507)

(7,083,396)

Distributions to shareholders from net realized gain

(456,903,940)

(471,127,946)

Total distributions

(470,304,447)

(478,211,342)

Share transactions
Proceeds from sales of shares

2,489,121,288

1,945,066,284

Reinvestment of distributions

469,233,819

477,030,888

Cost of shares redeemed

(1,146,804,276)

(567,774,077)

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

1,811,550,831

1,854,323,095

Total increase (decrease) in net assets

1,775,913,196

2,421,755,167

 

 

 

Net Assets

Beginning of period

5,426,419,816

3,004,664,649

End of period (including undistributed net investment income of $589,671 and distributions in excess of net investment income of $6,585, respectively)

$ 7,202,333,012

$ 5,426,419,816

Other Information

Shares

Sold

192,772,792

146,971,175

Issued in reinvestment of distributions

36,670,178

35,382,693

Redeemed

(86,606,781)

(42,286,335)

Net increase (decrease)

142,836,189

140,067,533

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

Annual Report

Financial Highlights

Years ended February 28,

2015

2014

2013

2012 E

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.12

$ 12.30

$ 11.45

$ 12.00

$ 9.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .03

  .02

  .06

  .02

  .03

Net realized and unrealized gain (loss)

  .64

  3.33

  1.30

  (.06)

  2.81

Total from investment operations

  .67

  3.35

  1.36

  (.04)

  2.84

Distributions from net investment income

  (.03)

  (.02)

  (.06)

  (.02)

  (.03)

Distributions from net realized gain

  (1.11)

  (1.51)

  (.44)

  (.50)

  (.03)

Total distributions

  (1.13) H

  (1.53)

  (.51) G

  (.51) F

  (.06)

Net asset value, end of period

$ 13.66

$ 14.12

$ 12.30

$ 11.45

$ 12.00

Total ReturnA

  5.45%

  28.21%

  12.37%

  (.05)%

  30.84%

Ratios to Average Net Assets C

 

 

 

 

 

Expenses before reductions

  .62%

  .70%

  .65%

  .63%

  .40%

Expenses net of fee waivers, if any

  .37%

  .45%

  .40%

  .38%

  .15%

Expenses net of all reductions

  .37%

  .45%

  .40%

  .37%

  .15%

Net investment income (loss)

  .23%

  .14%

  .51%

  .18%

  .32%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,202,333

$ 5,426,420

$ 3,004,665

$ 2,676,692

$ 2,873,128

Portfolio turnover rateD

  54%

  84%

  53%

  63%

  69%

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

B Calculated based on average shares outstanding during the period.

C Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

E For the year ended February 29.

F Total distributions of $.51 per share is comprised of distributions from net investment income of $.018 and distributions from net realized gain of $.496 per share.

G Total distributions of $.51 per share is comprised of distributions from net investment income of $.064 and distributions from net realized gain of $.443 per share.

H Total distributions of $1.13 per share is comprised of distributions from net investment income of $.026 and distributions from net realized gain of $1.105 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

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

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

Gross unrealized appreciation

$ 1,041,287,424

Gross unrealized depreciation

(129,877,853)

Net unrealized appreciation (depreciation) on securities

$ 911,409,571

 

 

Tax Cost

$ 6,299,222,841

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 614,472

Undistributed long-term capital gain

$ 211,258,046

Net unrealized appreciation (depreciation) on securities and other investments

$ 911,409,144

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 83,347,431

$ 109,723,593

Long-term Capital Gains

386,957,016

368,487,749

Total

$ 470,304,447

$ 478,211,342

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

Annual Report

3. Derivative Instruments - continued

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

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

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

During the period the Fund recognized net realized gain (loss) of $27,537,681 and a change in net unrealized appreciation (depreciation) of $568,463 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $4,723,468,677 and $3,143,289,598, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.10% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .48% of the Fund's average net assets.

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

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sub-Advisers. Advisory Research, Inc., Fisher Investments, Invesco Advisers, Inc., Kennedy Capital Management, Inc., Massachusetts Financial Services Company (MFS) (through October 31, 2014), Neuberger Berman Management, LLC, RS Investment Management Co. LLC, Systematic Financial Management, L.P. and The Boston Company Asset Management, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

In March 2015, the Board of Trustees approved the appointment of Portolan Capital Management, LLC (Portolan) as an additional sub-adviser for the Fund. Subsequent to period end, Portolan was allocated a portion of the Fund's assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .11% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser or Sub-adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $14,460 for the period.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $70,950.

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $8,087 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2017. During the period, this waiver reduced the Fund's management fee by $ 15,569,210.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $3,306 for the period.

8. 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.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Small-Mid Cap Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Small-Mid Cap Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Small-Mid Cap Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 16, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Small-Mid Cap Fund voted to pay on April 13, 2015, to shareholders of record at the opening of business on April 10, 2015, a distribution of $0.405 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.002 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $305,193,975, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 5% and 100% of the dividends distributed in April and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 5% and 100% of the dividends distributed in April and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement(s)) with each of The Boston Company Asset Management, LLC and Fisher Investments, Inc. (New Sub-Adviser(s)) for the fund.

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

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

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within each New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of each New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by each New Sub-Adviser under each Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board also considered the historical investment performance of each New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses. In reviewing each Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to each New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.10% of the fund's average daily net assets and that the Sub-Advisory Agreements will not result in a change to the maximum aggregate annual management fee payable by the fund or the portion of the management fee retained by Strategic Advisers, if any. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2016, and its proposal to extend the management fee waiver through September 30, 2017.

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Annual Report

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that each Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

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

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Advisory Research, Inc. (ARI), Invesco Advisers, Inc. (Invesco), Kennedy Capital Management, Inc. (Kennedy Capital), Massachusetts Financial Services Company (MFS), Neuberger Berman Management LLC (Neuberger Berman), Pyramis Global Advisors, LLC (Pyramis), RS Investments Management Co. LLC (RS Investments), and Systematic Financial Management, L.P. (Systematic) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

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

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

Annual Report

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2013, the cumulative total returns of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Small-Mid Cap Fund

sae977

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one- and three-year periods and in the second quartile for the five-year period and that the fund had under-performed 62% and 65% and had out-performed 57% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for each period shown.

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

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2017 and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.10%.

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

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Small-Mid Cap Fund

sae979

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and above the median of its ASPG for the fiscal year ended February 28, 2014. The Board also noted that the fund's management fee was compared on a pre-waiver basis and, therefore, did not reflect the management fee waiver noted above. Giving effect to the waiver, however, the fund's management fee was below the ASPG for the fiscal year ended February 28, 2014.

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

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

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

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

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

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

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

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board also considered that in 2014 Strategic Advisers had negotiated lower fee schedules with certain Sub-Advisers. The Board took into consideration that Strategic Advisers had proposed to waive 0.25% of its management fee through September 30, 2017.

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

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Advisory Research, Inc.

The Boston Company Asset Management,

LLC

Fisher Investments

Invesco Advisers, Inc.

Kennedy Capital Management, Inc.

Neuberger Berman Management LLC

Portolan Capital Management, LLC

Pyramis Global Advisors, LLC

RS Investment Management Co. LLC

Systematic Financial Management, L.P.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

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

SMC-UANN-0415
1.926367.104

Strategic Advisers®
Small-Mid Cap Multi-Manager Fund

Annual Report

February 28, 2015sae981


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

Strategic Advisers® Small-Mid Cap Multi-Manager Fund

5.88%

18.07%

A From December 20, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Small-Mid Cap Multi-Manager Fund, a class of the fund, on December 20, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2500® Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near its all-time high for the 12 months ending February 28, 2015, supported by low interest rates and the relative strength of the U.S. economy and dollar. The large-cap S&P 500® Index returned 15.51%. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® returned 16.58%, while the small-cap Russell 2000® Index returned 5.63%, rallying from early-period weakness amid growth and valuation worries. Among S&P 500® sectors, all except one notched a double-digit gain, led by health care (+24%), information technology (+22%) and consumer staples (+22%). Energy (-7%) was the sole sector to lose ground, reflecting a sharp drop in crude prices beginning midyear and attributed to weaker global demand and a U.S. supply boom. Volatility spiked to a three-year high in October amid concerns about economic growth and Ebola, as well as unrest in Syria, Iraq and Ukraine. Nevertheless, the index finished the period well above its mid-October nadir, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate, and consumer confidence that declined only slightly from its 11-year high reached in January.

Comments from Barry Golden, Portfolio Manager of Strategic Advisers® Small-Mid Cap Multi-Manager Fund: For the year, Strategic Advisers® Small-Mid Cap Multi-Manager Fund (a class of the Fund) returned 5.88%, trailing the 8.24% gain of the Russell 2500® Index. Relative to the benchmark, value-oriented sub-adviser Advisory Research detracted because it was positioned for rising interest rates and higher inflation, neither of which occurred during the period. As a result, this manager's underweighting in higher-yielding groups, along with an overweighting in energy, worked against its performance. RS Investment Management was another detractor, hampered by adverse stock selection in biotechnology, diversified financials and consumer discretionary. Massachusetts Financial Services' (MFS) small-cap focused aggressive-growth style suffered amid an early-period pullback in certain high-growth industries and stock groups. Later on, MFS was hurt by underweighting health care. On the plus side, sub-adviser The Boston Company - which was added during the period - was the top contributor, led by strong selections in retail, energy and technology hardware & equipment. Quality-focused growth manager Invesco Advisers was another contributor, aided by favorable positioning in biotech, combined with solid choices in consumer services and capital goods. We also added Fisher Investments during the period, and redeployed assets away from MFS.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014 to February 28, 2015

Small-Mid Cap Multi-Manager

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.90

$ 5.86

HypotheticalA

 

$ 1,000.00

$ 1,019.04

$ 5.81

Class F

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.80

$ 5.35

HypotheticalA

 

$ 1,000.00

$ 1,019.54

$ 5.31

Class L

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.90

$ 5.86

HypotheticalA

 

$ 1,000.00

$ 1,019.04

$ 5.81

Class N

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.50

$ 7.12

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.05

A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

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

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

iShares Russell 2000 Growth Index ETF

1.9

0.0

PowerShares S&P SmallCap Financials Portfolio ETF

0.9

0.9

Voya Financial, Inc.

0.9

0.4

SVB Financial Group

0.8

0.2

Raymond James Financial, Inc.

0.7

0.5

Allison Transmission Holdings, Inc.

0.7

0.6

Allied World Assurance Co.

0.6

0.6

FNF Group

0.6

0.3

Euronet Worldwide, Inc.

0.6

0.4

Tribune Media Co. Class A

0.6

0.6

 

8.3

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.6

17.1

Financials

18.7

16.9

Industrials

14.8

14.8

Health Care

12.7

9.5

Consumer Discretionary

12.3

12.9

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

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Common Stocks 91.4%

 

sae998

Common Stocks 89.6%

 

sae1000

Small Growth Funds 1.9%

 

sae1002

Small Growth Funds 0.0%

 

sae1004

Sector Funds 0.9%

 

sae1006

Sector Funds 0.9%

 

sae1008

Short-Term
Investments and
Net Other Assets (Liabilities) 5.8%

 

sae1010

Short-Term
Investments and
Net Other Assets (Liabilities) 9.5%

 

sae1012

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

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 91.4%

Shares

Value

CONSUMER DISCRETIONARY - 12.3%

Auto Components - 1.2%

BorgWarner, Inc.

360

$ 22,126

Dana Holding Corp.

4,990

109,032

Gentex Corp.

9,804

172,746

Remy International, Inc.

180

4,117

Tower International, Inc. (a)

1,290

34,920

Visteon Corp. (a)

560

56,297

 

399,238

Automobiles - 0.0%

Harley-Davidson, Inc.

180

11,443

Distributors - 0.4%

LKQ Corp. (a)

3,222

79,181

Pool Corp.

880

60,870

 

140,051

Diversified Consumer Services - 0.7%

Apollo Education Group, Inc. Class A (non-vtg.) (a)

1,890

52,259

Capella Education Co.

560

36,299

H&R Block, Inc.

2,232

76,223

LifeLock, Inc. (a)

5,916

82,706

 

247,487

Hotels, Restaurants & Leisure - 2.8%

BJ's Restaurants, Inc. (a)

1,068

55,771

Bloomin' Brands, Inc.

3,680

94,797

Brinker International, Inc.

876

52,087

Choice Hotels International, Inc.

930

59,027

Domino's Pizza, Inc.

529

53,709

Hyatt Hotels Corp. Class A (a)

1,535

92,929

Jack in the Box, Inc.

1,357

131,208

La Quinta Holdings, Inc.

3,100

68,851

Marriott Vacations Worldwide Corp.

770

58,566

Papa John's International, Inc.

620

38,341

Pinnacle Entertainment, Inc. (a)

1,517

39,048

Popeyes Louisiana Kitchen, Inc. (a)

650

39,007

Royal Caribbean Cruises Ltd.

530

40,503

Sonic Corp.

940

29,883

Starwood Hotels & Resorts Worldwide, Inc.

340

27,312

The Cheesecake Factory, Inc.

984

46,760

Wendy's Co.

3,525

39,092

 

966,891

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.8%

D.R. Horton, Inc.

680

$ 18,571

Helen of Troy Ltd. (a)

402

30,801

iRobot Corp. (a)

1,973

64,813

M.D.C. Holdings, Inc.

2,850

77,463

Standard Pacific Corp. (a)

5,950

52,003

Toll Brothers, Inc. (a)

725

27,775

 

271,426

Internet & Catalog Retail - 0.2%

Shutterfly, Inc. (a)

1,061

50,939

Leisure Products - 0.5%

Brunswick Corp.

2,329

126,325

Polaris Industries, Inc.

245

37,566

 

163,891

Media - 1.6%

Cablevision Systems Corp. - NY Group Class A

1,115

20,940

Discovery Communications, Inc. Class A (a)

335

10,821

Gannett Co., Inc.

2,075

73,455

Gray Television, Inc. (a)

3,150

34,461

IMAX Corp. (a)

2,160

75,535

Lions Gate Entertainment Corp.

1,425

46,441

Media General, Inc. (a)

1,587

23,662

Starz Series A (a)

2,310

76,784

Tribune Media Co. Class A (a)

2,885

190,323

 

552,422

Specialty Retail - 3.3%

American Eagle Outfitters, Inc.

6,883

103,039

ANN, Inc. (a)

1,219

43,774

Cabela's, Inc. Class A (a)

160

8,710

CST Brands, Inc.

2,990

124,474

DSW, Inc. Class A

1,407

53,030

Express, Inc. (a)

3,333

46,062

Five Below, Inc. (a)

1,128

35,797

Foot Locker, Inc.

1,805

101,387

Group 1 Automotive, Inc.

1,248

101,512

Lithia Motors, Inc. Class A (sub. vtg.)

1,226

115,808

New York & Co., Inc. (a)

900

2,016

Office Depot, Inc. (a)

17,036

159,627

Outerwall, Inc.

541

34,905

Restoration Hardware Holdings, Inc. (a)

840

74,004

Ross Stores, Inc.

110

11,639

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Select Comfort Corp. (a)

400

$ 12,840

Signet Jewelers Ltd.

615

73,726

Vitamin Shoppe, Inc. (a)

634

26,882

Williams-Sonoma, Inc.

145

11,665

 

1,140,897

Textiles, Apparel & Luxury Goods - 0.8%

Carter's, Inc.

540

47,936

Crocs, Inc. (a)

770

8,586

Fossil Group, Inc. (a)

479

41,199

G-III Apparel Group Ltd. (a)

698

73,451

Hanesbrands, Inc.

495

63,132

Steven Madden Ltd. (a)

1,530

55,860

 

290,164

TOTAL CONSUMER DISCRETIONARY

4,234,849

CONSUMER STAPLES - 1.9%

Beverages - 0.2%

Boston Beer Co., Inc. Class A (a)

227

60,745

Food & Staples Retailing - 0.5%

Casey's General Stores, Inc.

697

61,162

Fresh Market, Inc. (a)

1,849

70,373

United Natural Foods, Inc. (a)

415

34,462

 

165,997

Food Products - 0.8%

B&G Foods, Inc. Class A

1,369

39,222

Cal-Maine Foods, Inc.

156

5,870

Ingredion, Inc.

180

14,798

Lancaster Colony Corp.

620

56,668

Pilgrims Pride Corp.

1,350

37,031

Pinnacle Foods, Inc.

3,410

123,783

 

277,372

Household Products - 0.4%

Energizer Holdings, Inc.

145

19,405

Spectrum Brands Holdings, Inc.

1,197

112,135

 

131,540

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.0%

Elizabeth Arden, Inc. (a)

450

$ 7,538

TOTAL CONSUMER STAPLES

643,192

ENERGY - 3.9%

Energy Equipment & Services - 1.0%

Atwood Oceanics, Inc.

760

23,568

Dril-Quip, Inc. (a)

767

55,730

Helmerich & Payne, Inc.

135

9,053

ION Geophysical Corp. (a)

2,800

6,384

McDermott International, Inc. (a)

1,150

2,875

Newpark Resources, Inc. (a)

4,210

39,869

Oceaneering International, Inc.

912

49,731

Patterson-UTI Energy, Inc.

1,108

20,703

Precision Drilling Corp.

10,430

63,493

SEACOR Holdings, Inc. (a)

746

54,092

Tesco Corp.

6

64

TETRA Technologies, Inc. (a)

2,000

11,940

 

337,502

Oil, Gas & Consumable Fuels - 2.9%

Abraxas Petroleum Corp. (a)

6,050

18,453

Carrizo Oil & Gas, Inc. (a)

2,812

133,823

Delek U.S. Holdings, Inc.

1,770

65,986

Diamondback Energy, Inc. (a)

490

34,893

Energen Corp.

1,372

88,686

GasLog Ltd.

725

14,348

Gulfport Energy Corp. (a)

1,450

66,425

Laredo Petroleum Holdings, Inc. (a)

1,710

20,400

Newfield Exploration Co. (a)

1,855

61,271

Oasis Petroleum, Inc. (a)

1,297

18,586

PBF Energy, Inc. Class A

2,300

71,691

Pioneer Natural Resources Co.

410

62,533

SemGroup Corp. Class A

592

45,768

Sunoco Logistics Partners, LP

1,606

82,837

Synergy Resources Corp. (a)

1,766

21,104

Tesoro Corp.

270

24,797

Tsakos Energy Navigation Ltd.

8,400

63,000

Ultra Petroleum Corp. (a)

2,073

33,728

Valero Energy Corp.

240

14,806

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Western Refining, Inc.

800

$ 37,680

Whiting Petroleum Corp. (a)

376

12,720

 

993,535

TOTAL ENERGY

1,331,037

FINANCIALS - 18.7%

Banks - 5.3%

BankUnited, Inc.

2,278

73,830

CIT Group, Inc.

3,735

172,744

City National Corp.

200

18,074

Columbia Banking Systems, Inc.

830

23,389

Comerica, Inc.

2,255

103,234

Cullen/Frost Bankers, Inc.

375

25,425

CVB Financial Corp.

1,320

20,658

East West Bancorp, Inc.

2,136

85,333

First Niagara Financial Group, Inc.

2,120

18,783

First Republic Bank

575

32,775

FirstMerit Corp.

1,981

35,955

Hancock Holding Co.

2,173

63,604

Home Bancshares, Inc.

1,441

45,608

Huntington Bancshares, Inc.

9,960

108,962

Investors Bancorp, Inc.

11,994

137,691

PacWest Bancorp

1,147

52,573

Pinnacle Financial Partners, Inc.

261

10,962

PrivateBancorp, Inc.

705

24,485

Prosperity Bancshares, Inc.

390

20,175

Regions Financial Corp.

2,000

19,220

SVB Financial Group (a)

2,334

286,849

Talmer Bancorp, Inc. Class A

1,163

16,433

TCF Financial Corp.

1,450

22,751

Texas Capital Bancshares, Inc. (a)

375

17,411

UMB Financial Corp.

1,389

71,589

Umpqua Holdings Corp.

5,159

85,330

United Community Bank, Inc.

4,025

76,556

Webster Financial Corp.

4,775

164,881

 

1,835,280

Capital Markets - 2.7%

Affiliated Managers Group, Inc. (a)

247

53,456

American Capital Ltd. (a)

5,025

73,365

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Ameriprise Financial, Inc.

215

$ 28,730

Ares Capital Corp.

2,878

49,789

E*TRADE Financial Corp. (a)

3,657

95,210

Eaton Vance Corp. (non-vtg.)

675

28,418

Janus Capital Group, Inc.

3,833

63,168

Lazard Ltd. Class A

1,850

94,128

Raymond James Financial, Inc.

4,205

240,232

Stifel Financial Corp. (a)

2,071

113,429

T. Rowe Price Group, Inc.

180

14,868

The Blackstone Group LP

700

26,222

Waddell & Reed Financial, Inc. Class A

280

13,849

WisdomTree Investments, Inc.

2,450

45,791

 

940,655

Consumer Finance - 0.8%

Ally Financial, Inc. (a)

4,135

85,925

Discover Financial Services

895

54,577

PRA Group, Inc. (a)

1,343

67,271

Santander Consumer U.S.A. Holdings, Inc.

1,075

24,220

SLM Corp.

3,390

32,103

 

264,096

Diversified Financial Services - 1.3%

Leucadia National Corp.

3,643

86,448

MarketAxess Holdings, Inc.

450

35,816

Voya Financial, Inc.

7,073

312,556

 

434,820

Insurance - 3.3%

Allied World Assurance Co.

5,060

204,677

American Equity Investment Life Holding Co.

2,168

61,766

American Financial Group, Inc.

413

26,019

AmTrust Financial Services, Inc.

1,246

67,159

Cincinnati Financial Corp.

455

24,006

CNO Financial Group, Inc.

6,098

99,153

FNF Group

5,429

199,353

FNFV Group (a)

2,160

32,162

HCC Insurance Holdings, Inc.

1,290

72,085

Lincoln National Corp.

1,425

82,137

Primerica, Inc.

350

18,459

Reinsurance Group of America, Inc.

443

39,564

Torchmark Corp.

425

22,631

Unum Group

500

16,780

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

White Mountains Insurance Group Ltd.

185

$ 123,423

XL Group PLC Class A

1,325

47,965

 

1,137,339

Real Estate Investment Trusts - 3.7%

American Residential Properties, Inc. (a)

1,240

21,502

Ashford Hospitality Trust, Inc.

1,553

16,539

BioMed Realty Trust, Inc.

6,255

139,111

Brandywine Realty Trust (SBI)

1,450

22,983

CBL & Associates Properties, Inc.

2,500

50,050

Chesapeake Lodging Trust

1,229

43,703

Corporate Office Properties Trust (SBI)

1,276

37,514

Corrections Corp. of America

1,568

62,548

Cousins Properties, Inc.

3,183

34,154

DuPont Fabros Technology, Inc.

3,325

104,106

Essex Property Trust, Inc.

65

14,458

Extra Space Storage, Inc.

650

42,757

Hersha Hospitality Trust

4,620

31,000

iStar Financial, Inc. (a)

4,490

59,493

Kite Realty Group Trust

2,337

66,184

Liberty Property Trust (SBI)

3,365

125,245

Medical Properties Trust, Inc.

4,608

69,765

Mid-America Apartment Communities, Inc.

811

58,773

National Retail Properties, Inc.

530

21,327

Physicians Realty Trust

1,700

27,965

Prologis, Inc.

280

11,959

Ryman Hospitality Properties, Inc.

1,440

86,544

Strategic Hotel & Resorts, Inc. (a)

2,965

38,901

Sunstone Hotel Investors, Inc.

3,521

61,441

Weyerhaeuser Co.

780

27,386

 

1,275,408

Real Estate Management & Development - 1.3%

Alexander & Baldwin, Inc.

3,585

144,942

CBRE Group, Inc. (a)

3,650

125,049

Jones Lang LaSalle, Inc.

365

58,856

Realogy Holdings Corp. (a)

2,750

126,500

 

455,347

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.3%

BofI Holding, Inc. (a)

520

$ 45,968

EverBank Financial Corp.

3,880

69,762

 

115,730

TOTAL FINANCIALS

6,458,675

HEALTH CARE - 12.7%

Biotechnology - 1.3%

Alnylam Pharmaceuticals, Inc. (a)

593

60,207

Enanta Pharmaceuticals, Inc. (a)

663

23,749

Exact Sciences Corp. (a)

3,080

69,208

Incyte Corp. (a)

1,056

90,658

Ligand Pharmaceuticals, Inc. Class B (a)

1,440

79,301

Neurocrine Biosciences, Inc. (a)

1,258

49,125

Repligen Corp. (a)

1,366

35,120

Seattle Genetics, Inc. (a)

1,131

40,999

 

448,367

Health Care Equipment & Supplies - 3.5%

Accuray, Inc. (a)

1,600

14,368

Alere, Inc. (a)

1,428

64,931

Analogic Corp.

232

20,105

DexCom, Inc. (a)

1,210

73,495

Globus Medical, Inc. (a)

3,269

79,371

Halyard Health, Inc. (a)

1,235

56,859

HeartWare International, Inc. (a)

880

75,002

Hill-Rom Holdings, Inc.

195

9,344

Hologic, Inc. (a)

2,700

87,426

IDEXX Laboratories, Inc. (a)

461

72,299

NuVasive, Inc. (a)

2,505

114,604

Sirona Dental Systems, Inc. (a)

1,178

106,986

St. Jude Medical, Inc.

375

25,005

Steris Corp.

2,602

167,881

The Cooper Companies, Inc.

180

29,515

Thoratec Corp. (a)

1,048

42,675

West Pharmaceutical Services, Inc.

2,158

118,086

Zimmer Holdings, Inc.

280

33,709

 

1,191,661

Health Care Providers & Services - 4.2%

Air Methods Corp. (a)

876

46,419

AMN Healthcare Services, Inc. (a)

575

12,972

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Brookdale Senior Living, Inc. (a)

3,005

$ 112,718

Catamaran Corp. (a)

635

31,702

Centene Corp. (a)

1,020

62,689

Chemed Corp.

650

75,712

Community Health Systems, Inc. (a)

1,234

59,874

Community Health Systems, Inc. rights 1/27/16 (a)

5,163

119

Envision Healthcare Holdings, Inc. (a)

1,422

52,074

ExamWorks Group, Inc. (a)

3,189

128,836

HealthSouth Corp.

3,775

164,062

Henry Schein, Inc. (a)

225

31,511

Kindred Healthcare, Inc.

2,600

55,172

Laboratory Corp. of America Holdings (a)

365

44,906

MEDNAX, Inc. (a)

1,120

80,046

Premier, Inc. (a)

1,310

48,025

Select Medical Holdings Corp.

3,583

48,585

Tenet Healthcare Corp. (a)

1,510

69,913

Universal Health Services, Inc. Class B

1,365

154,723

VCA, Inc. (a)

3,284

174,972

 

1,455,030

Health Care Technology - 0.2%

Allscripts Healthcare Solutions, Inc. (a)

1,860

22,329

HMS Holdings Corp. (a)

1,017

17,838

MedAssets, Inc. (a)

1,325

25,453

 

65,620

Life Sciences Tools & Services - 1.7%

Affymetrix, Inc. (a)

2,283

26,711

Bio-Techne Corp.

557

54,324

Cambrex Corp. (a)

380

13,015

Charles River Laboratories International, Inc. (a)

1,115

85,487

ICON PLC (a)

1,229

84,813

PAREXEL International Corp. (a)

2,561

165,082

PerkinElmer, Inc.

1,842

86,574

Quintiles Transnational Holdings, Inc. (a)

495

32,165

Waters Corp. (a)

327

39,364

 

587,535

Pharmaceuticals - 1.8%

Catalent, Inc. (a)

1,828

51,129

GW Pharmaceuticals PLC ADR (a)

771

62,389

Horizon Pharma PLC (a)

2,807

57,628

Jazz Pharmaceuticals PLC (a)

954

162,266

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Lannett Co., Inc. (a)

385

$ 24,024

Nektar Therapeutics (a)

3,928

51,339

Pacira Pharmaceuticals, Inc. (a)

1,116

128,083

Perrigo Co. PLC

125

19,309

Salix Pharmaceuticals Ltd. (a)

360

56,592

 

612,759

TOTAL HEALTH CARE

4,360,972

INDUSTRIALS - 14.8%

Aerospace & Defense - 2.0%

AeroVironment, Inc. (a)

300

8,223

BE Aerospace, Inc.

225

14,297

HEICO Corp. Class A

1,577

71,974

Hexcel Corp.

3,280

156,062

Huntington Ingalls Industries, Inc.

175

24,733

KEYW Holding Corp. (a)

1,375

12,004

KLX, Inc. (a)

112

4,473

Orbital ATK, Inc.

2

133

Spirit AeroSystems Holdings, Inc. Class A (a)

2,345

115,397

Teledyne Technologies, Inc. (a)

1,104

111,316

Textron, Inc.

540

23,927

TransDigm Group, Inc.

452

98,021

Triumph Group, Inc.

615

36,771

 

677,331

Air Freight & Logistics - 0.2%

Forward Air Corp.

1,153

61,686

Airlines - 0.5%

Allegiant Travel Co.

543

99,706

JetBlue Airways Corp. (a)

3,830

65,838

 

165,544

Building Products - 0.9%

A.O. Smith Corp.

2,367

149,192

Armstrong World Industries, Inc. (a)

685

38,244

Continental Building Products, Inc. (a)

1,625

33,898

Owens Corning

2,190

86,855

Universal Forest Products, Inc.

265

14,323

 

322,512

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 1.5%

Clean Harbors, Inc. (a)

430

$ 23,947

Covanta Holding Corp.

1,350

29,255

Herman Miller, Inc.

550

17,034

Interface, Inc.

2,781

56,148

Knoll, Inc.

2,560

54,349

Pitney Bowes, Inc.

2,604

60,335

Ritchie Brothers Auctioneers, Inc.

2,090

52,626

Steelcase, Inc. Class A

9,098

170,315

Tetra Tech, Inc.

1,605

40,815

 

504,824

Construction & Engineering - 0.3%

KBR, Inc.

1,520

24,761

MasTec, Inc. (a)

1,445

31,891

Quanta Services, Inc. (a)

1,820

52,380

 

109,032

Electrical Equipment - 1.1%

Acuity Brands, Inc.

503

79,715

AZZ, Inc.

324

14,716

Encore Wire Corp.

2,195

81,852

Generac Holdings, Inc. (a)

2,239

110,360

Regal-Beloit Corp.

1,015

79,109

Rockwell Automation, Inc.

150

17,556

 

383,308

Industrial Conglomerates - 0.2%

Carlisle Companies, Inc.

682

63,474

Machinery - 4.2%

Allison Transmission Holdings, Inc.

7,115

226,399

Chart Industries, Inc. (a)

232

8,106

CLARCOR, Inc.

1,034

68,048

Crane Co.

764

51,058

Flowserve Corp.

662

41,130

Harsco Corp.

760

12,532

IDEX Corp.

601

46,433

ITT Corp.

4,388

180,215

Lincoln Electric Holdings, Inc.

1,528

105,493

Manitowoc Co., Inc.

900

19,917

Meritor, Inc. (a)

1,150

16,434

Middleby Corp. (a)

429

45,736

Oshkosh Corp.

2,990

145,882

Parker Hannifin Corp.

67

8,220

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Rexnord Corp. (a)

1,488

$ 41,024

Terex Corp.

565

15,487

Trinity Industries, Inc.

4,670

157,005

Twin Disc, Inc.

530

9,747

WABCO Holdings, Inc. (a)

601

70,215

Wabtec Corp.

1,507

142,999

Woodward, Inc.

942

45,734

 

1,457,814

Marine - 0.3%

Danaos Corp. (a)

850

5,347

Kirby Corp. (a)

1,263

97,352

 

102,699

Professional Services - 1.1%

Equifax, Inc.

309

28,851

FTI Consulting, Inc. (a)

350

12,905

Huron Consulting Group, Inc. (a)

700

46,655

Korn/Ferry International (a)

1,700

52,020

On Assignment, Inc. (a)

1,710

65,339

Robert Half International, Inc.

820

50,807

Towers Watson & Co.

655

86,133

TrueBlue, Inc. (a)

1,300

29,913

 

372,623

Road & Rail - 1.4%

AMERCO

340

111,119

Con-way, Inc.

2,030

89,665

J.B. Hunt Transport Services, Inc.

241

20,606

Kansas City Southern

200

23,168

Knight Transportation, Inc.

2,328

76,964

Old Dominion Freight Lines, Inc. (a)

995

77,729

Ryder System, Inc.

280

26,317

Swift Transporation Co. (a)

2,449

69,258

 

494,826

Trading Companies & Distributors - 1.1%

AerCap Holdings NV (a)

2,420

107,690

GATX Corp.

1,760

109,560

MSC Industrial Direct Co., Inc. Class A

275

20,072

United Rentals, Inc. (a)

444

41,319

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Watsco, Inc.

535

$ 62,723

WESCO International, Inc. (a)

636

44,157

 

385,521

TOTAL INDUSTRIALS

5,101,194

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 1.8%

Arris Group, Inc. (a)

5,208

153,011

Aviat Networks, Inc. (a)

750

953

Brocade Communications Systems, Inc.

4,975

61,640

Ceragon Networks Ltd. (a)

1,350

1,620

Ciena Corp. (a)

7,525

157,423

Finisar Corp. (a)

2,559

53,765

Infinera Corp. (a)

4,259

72,616

JDS Uniphase Corp. (a)

7,210

99,282

Riverbed Technology, Inc. (a)

1,181

24,730

 

625,040

Electronic Equipment & Components - 4.8%

Arrow Electronics, Inc. (a)

1,700

105,332

Avnet, Inc.

1,720

78,793

CDW Corp.

2,585

97,274

Cognex Corp. (a)

2,357

105,334

Dolby Laboratories, Inc. Class A

320

12,950

FEI Co.

611

48,263

FLIR Systems, Inc.

3,664

118,274

II-VI, Inc. (a)

980

17,140

Ingram Micro, Inc. Class A (a)

2,510

62,022

InvenSense, Inc. (a)

963

16,053

IPG Photonics Corp. (a)

1,763

169,072

Itron, Inc. (a)

440

16,051

Jabil Circuit, Inc.

1,080

23,728

Keysight Technologies, Inc. (a)

1,896

71,176

Littelfuse, Inc.

390

39,125

Maxwell Technologies, Inc. (a)

840

6,334

Mercury Systems, Inc. (a)

1,400

23,828

Methode Electronics, Inc. Class A

902

35,079

National Instruments Corp.

1,351

42,070

OSI Systems, Inc. (a)

925

67,035

Plexus Corp. (a)

850

34,213

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Rogers Corp. (a)

635

$ 49,708

ScanSource, Inc. (a)

1,151

41,850

SYNNEX Corp.

1,999

152,424

Tech Data Corp. (a)

2,050

121,975

Trimble Navigation Ltd. (a)

1,784

46,634

Universal Display Corp. (a)

1,802

61,971

 

1,663,708

Internet Software & Services - 2.0%

AOL, Inc. (a)

940

38,108

Bankrate, Inc. (a)

1,090

13,908

Constant Contact, Inc. (a)

2,164

89,438

CoStar Group, Inc. (a)

555

110,534

DealerTrack Holdings, Inc. (a)

4,154

165,205

HomeAway, Inc. (a)

1,405

43,548

LogMeIn, Inc. (a)

2,510

132,277

Rackspace Hosting, Inc. (a)

1,660

82,452

 

675,470

IT Services - 2.4%

Acxiom Corp. (a)

1,030

20,600

Amdocs Ltd.

775

40,688

Booz Allen Hamilton Holding Corp. Class A

4,191

124,724

Cardtronics, Inc. (a)

459

16,795

Convergys Corp.

560

12,516

CoreLogic, Inc. (a)

4,790

159,699

DST Systems, Inc.

200

21,258

EPAM Systems, Inc. (a)

1,221

75,311

Euronet Worldwide, Inc. (a)

3,457

195,321

Fidelity National Information Services, Inc.

450

30,416

Genpact Ltd. (a)

980

21,776

Heartland Payment Systems, Inc.

1,260

61,778

MoneyGram International, Inc. (a)

940

7,985

Total System Services, Inc.

905

34,571

VeriFone Systems, Inc. (a)

430

15,132

 

838,570

Semiconductors & Semiconductor Equipment - 3.0%

Atmel Corp.

6,828

56,946

Cavium, Inc. (a)

981

67,189

Ceva, Inc. (a)

450

8,960

FormFactor, Inc. (a)

1,550

15,221

Freescale Semiconductor, Inc. (a)

890

32,138

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Integrated Device Technology, Inc. (a)

3,150

$ 65,016

Lam Research Corp.

230

18,966

Lattice Semiconductor Corp. (a)

2,195

14,750

M/A-COM Technology Solutions Holdings, Inc. (a)

1,833

61,809

Mellanox Technologies Ltd. (a)

1,705

81,226

Microsemi Corp. (a)

2,002

64,544

MKS Instruments, Inc.

1,150

40,664

Monolithic Power Systems, Inc.

1,104

58,214

PMC-Sierra, Inc. (a)

1,660

15,770

Power Integrations, Inc.

1,025

56,232

Rambus, Inc. (a)

2,250

27,000

Rudolph Technologies, Inc. (a)

500

6,165

Silicon Laboratories, Inc. (a)

1,020

51,653

Skyworks Solutions, Inc.

1,200

105,300

Spansion, Inc. Class A (a)

560

20,205

Synaptics, Inc. (a)

265

22,777

Teradyne, Inc.

2,618

50,580

Ultratech, Inc. (a)

1,440

25,978

Veeco Instruments, Inc. (a)

2,535

77,292

 

1,044,595

Software - 5.1%

Aspen Technology, Inc. (a)

2,229

86,051

Autodesk, Inc. (a)

440

28,266

Barracuda Networks, Inc. (a)

980

37,328

CA Technologies, Inc.

455

14,797

Cadence Design Systems, Inc. (a)

4,190

76,907

CommVault Systems, Inc. (a)

619

29,879

Comverse, Inc. (a)

675

12,110

Covisint Corp. (a)

2,350

5,875

Electronic Arts, Inc. (a)

1,845

105,497

Fortinet, Inc. (a)

1,594

53,574

Gigamon, Inc. (a)

550

11,033

Guidewire Software, Inc. (a)

1,122

62,451

Infoblox, Inc. (a)

5,049

117,389

Informatica Corp. (a)

446

19,153

Interactive Intelligence Group, Inc. (a)

904

38,366

Manhattan Associates, Inc. (a)

3,161

157,576

Mentor Graphics Corp.

3,172

74,415

MicroStrategy, Inc. Class A (a)

360

64,202

Nuance Communications, Inc. (a)

1,680

24,024

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Parametric Technology Corp. (a)

2,480

$ 85,944

Qlik Technologies, Inc. (a)

1,810

58,716

Qualys, Inc. (a)

1,356

62,417

Rovi Corp. (a)

1,630

40,554

SeaChange International, Inc. (a)

1,680

12,684

Silver Spring Networks, Inc. (a)

1,100

10,824

SolarWinds, Inc. (a)

1,144

58,035

Solera Holdings, Inc.

1,284

71,570

Synchronoss Technologies, Inc. (a)

1,161

51,386

Synopsys, Inc. (a)

1,047

48,591

Ultimate Software Group, Inc. (a)

681

112,123

Verint Systems, Inc. (a)

1,875

114,141

 

1,745,878

Technology Hardware, Storage & Peripherals - 0.5%

Cray, Inc. (a)

1,888

56,395

Electronics for Imaging, Inc. (a)

1,387

56,312

NCR Corp. (a)

1,681

49,438

Quantum Corp. (a)

2,600

4,238

SanDisk Corp.

85

6,794

 

173,177

TOTAL INFORMATION TECHNOLOGY

6,766,438

MATERIALS - 4.9%

Chemicals - 2.5%

Ashland, Inc.

409

52,197

Celanese Corp. Class A

1,345

76,813

Chemtura Corp. (a)

4,055

106,444

Cytec Industries, Inc.

400

21,012

FMC Corp.

738

46,797

Intrepid Potash, Inc. (a)

5,260

74,271

LSB Industries, Inc. (a)

2,777

104,360

Methanex Corp.

969

52,702

Olin Corp.

850

23,834

PolyOne Corp.

3,009

119,578

Quaker Chemical Corp.

600

48,708

The Scotts Miracle-Gro Co. Class A

465

30,462

Tronox Ltd. Class A

1,365

29,539

Valspar Corp.

785

68,020

 

854,737

Common Stocks - continued

Shares

Value

MATERIALS - continued

Construction Materials - 0.2%

Headwaters, Inc. (a)

730

$ 11,987

Martin Marietta Materials, Inc.

413

58,782

 

70,769

Containers & Packaging - 1.1%

Avery Dennison Corp.

670

35,879

Berry Plastics Group, Inc. (a)

2,996

102,793

Crown Holdings, Inc. (a)

1,135

60,155

Rock-Tenn Co. Class A

2,548

174,895

Sealed Air Corp.

350

16,496

 

390,218

Metals & Mining - 1.0%

AuRico Gold, Inc.

9,624

33,951

Carpenter Technology Corp.

735

31,135

Cliffs Natural Resources, Inc.

550

3,762

New Gold, Inc. (a)

17,506

67,078

Nucor Corp.

230

10,817

Royal Gold, Inc.

390

28,119

Steel Dynamics, Inc.

3,410

62,130

United States Steel Corp.

2,950

70,653

Yamana Gold, Inc.

12,401

52,675

 

360,320

Paper & Forest Products - 0.1%

Boise Cascade Co. (a)

715

25,461

TOTAL MATERIALS

1,701,505

TELECOMMUNICATION SERVICES - 0.8%

Diversified Telecommunication Services - 0.4%

Frontier Communications Corp.

3,375

26,933

Level 3 Communications, Inc. (a)

1,070

57,630

Zayo Group Holdings, Inc.

1,890

55,301

 

139,864

Wireless Telecommunication Services - 0.4%

SBA Communications Corp. Class A (a)

886

110,493

Telephone & Data Systems, Inc.

300

7,632

U.S. Cellular Corp. (a)

210

7,965

 

126,090

TOTAL TELECOMMUNICATION SERVICES

265,954

Common Stocks - continued

Shares

Value

UTILITIES - 1.8%

Electric Utilities - 0.7%

Great Plains Energy, Inc.

1,895

$ 50,426

ITC Holdings Corp.

1,531

59,296

Portland General Electric Co.

725

27,035

UIL Holdings Corp.

1,281

64,755

Westar Energy, Inc.

1,350

52,448

 

253,960

Gas Utilities - 0.3%

Atmos Energy Corp.

1,690

89,638

Independent Power and Renewable Electricity Producers - 0.6%

Atlantic Power Corp.

1,550

4,476

Dynegy, Inc. (a)

4,050

112,874

NRG Energy, Inc.

2,188

52,468

Ormat Technologies, Inc.

680

23,188

 

193,006

Multi-Utilities - 0.2%

Ameren Corp.

1,805

76,550

TOTAL UTILITIES

613,154

TOTAL COMMON STOCKS

(Cost $24,649,441)


31,476,970

Equity Funds - 2.8%

 

 

 

 

Sector Funds - 0.9%

PowerShares S&P SmallCap Financials Portfolio ETF

7,690

317,213

Small Growth Funds - 1.9%

iShares Russell 2000 Growth Index ETF

4,396

655,663

TOTAL EQUITY FUNDS

(Cost $880,216)


972,876

U.S. Treasury Obligations - 0.2%

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 3/19/15 to 4/16/15 (c)
(Cost $59,999)

$ 60,000


59,999

Money Market Funds - 6.0%

Shares

Value

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $2,063,180)

2,063,180

$ 2,063,180

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $27,652,836)

34,573,025

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(129,158)

NET ASSETS - 100%

$ 34,443,867

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

3 CME E-mini S&P MidCap 400 Index Contracts (United States)

March 2015

$ 451,380

$ 28,650

4 ICE Russell 2000 Index Contracts (United States)

March 2015

492,640

29,708

TOTAL EQUITY INDEX CONTRACTS

$ 944,020

$ 58,358

 

The face value of futures purchased as a percentage of net assets is 2.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,573,644.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

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

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $55,000.

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,234,849

$ 4,234,849

$ -

$ -

Consumer Staples

643,192

643,192

-

-

Energy

1,331,037

1,331,037

-

-

Financials

6,458,675

6,458,675

-

-

Health Care

4,360,972

4,360,972

-

-

Industrials

5,101,194

5,101,194

-

-

Information Technology

6,766,438

6,766,438

-

-

Materials

1,701,505

1,701,505

-

-

Telecommunication Services

265,954

265,954

-

-

Utilities

613,154

613,154

-

-

Equity Funds

972,876

972,876

-

-

U.S. Treasury Obligations

59,999

-

59,999

-

Money Market Funds

2,063,180

2,063,180

-

-

Total Investments in Securities:

$ 34,573,025

$ 34,513,026

$ 59,999

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 58,358

$ 58,358

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 58,358

$ -

Total Value of Derivatives

$ 58,358

$ -

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $27,652,836)

 

$ 34,573,025

Receivable for investments sold

164,889

Receivable for fund shares sold

3,377

Dividends receivable

17,317

Prepaid expenses

31

Receivable from investment adviser for expense reductions

2,100

Other receivables

201

Total assets

34,760,940

 

 

 

Liabilities

Payable to custodian bank

$ 4,479

Payable for investments purchased

215,357

Payable for fund shares redeemed

11,722

Accrued management fee

21,552

Distribution and service plan fees payable

23

Payable for daily variation margin for derivative instruments

4,360

Audit fee payable

36,318

Custody fee payable

19,403

Other affiliated payables

3,655

Other payables and accrued expenses

204

Total liabilities

317,073

 

 

 

Net Assets

$ 34,443,867

Net Assets consist of:

 

Paid in capital

$ 26,925,195

Accumulated net investment loss

(200)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

540,328

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

6,978,544

Net Assets

$ 34,443,867

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Small-Mid Cap Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($32,904,339 ÷ 2,887,050 shares)

$ 11.40

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($1,313,688 ÷ 115,028 shares)

$ 11.42

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($113,101 ÷ 9,933 shares)

$ 11.39

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($112,739 ÷ 9,905 shares)

$ 11.38

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

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 347,923

Interest

 

7

Total income

 

347,930

 

 

 

Expenses

Management fee

$ 312,620

Transfer agent fees

37,877

Distribution and service plan fees

266

Accounting fees and expenses

15,607

Custodian fees and expenses

78,788

Independent trustees' compensation

476

Registration fees

38,107

Audit

52,600

Legal

553

Miscellaneous

1,010

Total expenses before reductions

537,904

Expense reductions

(72,933)

464,971

Net investment income (loss)

(117,041)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,481,921

Foreign currency transactions

2,881

Futures contracts

225,321

Total net realized gain (loss)

 

6,710,123

Change in net unrealized appreciation (depreciation) on:

Investment securities

(4,123,569)

Assets and liabilities in foreign currencies

(4,482)

Futures contracts

(116,867)

Total change in net unrealized appreciation (depreciation)

 

(4,244,918)

Net gain (loss)

2,465,205

Net increase (decrease) in net assets resulting from operations

$ 2,348,164

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (117,041)

$ (98,117)

Net realized gain (loss)

6,710,123

8,234,010

Change in net unrealized appreciation (depreciation)

(4,244,918)

4,105,200

Net increase (decrease) in net assets resulting
from operations

2,348,164

12,241,093

Distributions to shareholders from net realized gain

(7,543,706)

(7,534,232)

Share transactions - net increase (decrease)

(18,356,959)

8,740,968

Redemption fees

418

359

Total increase (decrease) in net assets

(23,552,083)

13,448,188

 

 

 

Net Assets

Beginning of period

57,995,950

44,547,762

End of period (including accumulated net investment loss of $200 and accumulated net investment loss of $79, respectively)

$ 34,443,867

$ 57,995,950

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

Annual Report

Financial Highlights - Small-Mid Cap Multi-Manager

Years ended February 28,

2015

2014

2013

2012E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 13.46

$ 12.25

$ 11.24

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  (.04)

  (.03)

  .04

  - I

Net realized and unrealized gain (loss)

  .70

  3.24

  1.30

  1.25

Total from investment operations

  .66

  3.21

  1.34

  1.25

Distributions from net investment income

  -

  -

  (.04) F

  -

Distributions from net realized gain

  (2.72)

  (2.00)

  (.30) F

  (.01)F

Total distributions

  (2.72)

  (2.00)

  (.33) J

  (.01)

Redemption fees added to paid in capital D

  - I

  - I

  - I

  -

Net asset value, end of period

$ 11.40

$ 13.46

$ 12.25

$ 11.24

Total ReturnB, C

  5.88%

  27.21%

  12.26%

  12.46%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  1.34%

  1.25%

  1.16%

  1.58%A

Expenses net of fee waivers, if any

  1.16%

  1.16%

  1.16%

  1.16%A

Expenses net of all reductions

  1.16%

  1.16%

  1.16%

  1.16%A

Net investment income (loss)

  (.29)%

  (.19)%

  .35%

  (.19)%A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 32,904

$ 57,019

$ 44,361

$ 39,375

Portfolio turnover rateH

  85%

  117%

  66%

  11% K

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 20, 2011 (commencement of operations) to February 29, 2012.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

J Total distributions of $.33 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.296 per share.

K Amount not annualized.

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

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 13.47

$ 12.25

$ 11.49

Income from Investment Operations

 

 

 

Net investment income (loss) D

  (.02)

  (.01)

  .01

Net realized and unrealized gain (loss)

  .69

  3.24

  .91

Total from investment operations

  .67

  3.23

  .92

Distributions from net investment income

  -

  -

  (.04)F

Distributions from net realized gain

  (2.72)

  (2.01)

  (.12)F

Total distributions

  (2.72)

  (2.01)

  (.16)

Redemption fees added to paid in capital D,I

  -

  -

  -

Net asset value, end of period

$ 11.42

$ 13.47

$ 12.25

Total ReturnB, C

  5.95%

  27.40%

  8.11%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.29%

  1.24%

  1.11%A

Expenses net of fee waivers, if any

  1.06%

  1.06%

  1.06%A

Expenses net of all reductions

  1.06%

  1.05%

  1.06%A

Net investment income (loss)

  (.19)%

  (.09)%

  .38%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,314

$ 763

$ 186

Portfolio turnover rateH

  85%

  117%

  66%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 13.45

$ 14.28

Income from Investment Operations

 

 

Net investment income (loss) D

  (.04)

  (.01)

Net realized and unrealized gain (loss)

  .70

  .93

Total from investment operations

  .66

  .92

Distributions from net realized gain

  (2.72)

  (1.75)

Redemption fees added to paid in capital D,H

  -

  -

Net asset value, end of period

$ 11.39

$ 13.45

Total ReturnB, C

  5.89%

  6.84%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.37%

  1.54%A

Expenses net of fee waivers, if any

  1.16%

  1.16%A

Expenses net of all reductions

  1.16%

  1.16%A

Net investment income (loss)

  (.29)%

  (.17)%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rateG

  85%

  117%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 13.44

$ 14.28

Income from Investment Operations

 

 

Net investment income (loss) D

  (.07)

  (.02)

Net realized and unrealized gain (loss)

  .70

  .92

Total from investment operations

  .63

  .90

Distributions from net realized gain

  (2.69)

  (1.74)

Redemption fees added to paid in capital D,H

  -

  -

Net asset value, end of period

$ 11.38

$ 13.44

Total ReturnB, C

  5.62%

  6.73%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.62%

  1.81%A

Expenses net of fee waivers, if any

  1.41%

  1.41%A

Expenses net of all reductions

  1.41%

  1.41%A

Net investment income (loss)

  (.54)%

  (.42)%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rateG

  85%

  117%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

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

H Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

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

2. Significant Accounting Policies.

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

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation

$ 7,574,816

Gross unrealized depreciation

(741,973)

Net unrealized appreciation (depreciation) on securities

$ 6,832,843

 

 

Tax Cost

$ 27,740,182

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 53,042

Undistributed long-term capital gain

$ 632,991

Net unrealized appreciation (depreciation) on securities and other investments

$ 6,832,840

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,356,523

$ 2,217,199

Long-term Capital Gains

6,187,183

5,317,033

Total

$ 7,543,706

$ 7,534,232

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

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

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

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

Equity Risk

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

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

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

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $225,321 and a change in net unrealized appreciation (depreciation) of $(116,867) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $31,782,996 and $55,232,258, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.15% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .78% of the Fund's average net assets.

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

Sub-Advisers. Advisory Research, Inc., Fisher Investments, Invesco Advisers, Inc., Kennedy Capital Management, Inc., Massachusetts Financial Services Company (MFS) (through October 31, 2014), Neuberger Berman Management, LLC, RS Investment Management Co. LLC, Systematic Financial Management, L.P. and The Boston Company Asset Management, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

In March 2015, the Board of Trustees approved the appointment of Portolan Capital Management, LLC (Portolan) as an additional sub-adviser for the Fund. Subsequent to period end, Portolan was allocated a portion of the Fund's assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 266

$ 266

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Small-Mid Cap Multi-Manager

$ 37,664

.10

Class L

107

.10

Class N

106

.10

 

$ 37,877

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser or Sub-adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $145 for the period.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $70 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has voluntarily agreed to waive the Fund's management fee in an amount equal to .01% of the Fund's average net assets. During the period, this waiver reduced the Fund's management fee by $4,011.

The investment adviser has also contractually agreed to reimburse Small-Mid Cap Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Small-Mid Cap Multi-Manager

1.16%

$ 66,317

Class F

1.06%

2,170

Class L

1.16%

216

Class N

1.41%

219

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net realized gain

 

 

Small-Mid Cap Multi-Manager

$ 7,265,773

$ 7,432,529

Class F

233,738

77,256

Class L

22,236

12,241

Class N

21,959

12,206

Total

$ 7,543,706

$ 7,534,232

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

Annual Report

9. Share Transactions.

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

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Small-Mid Cap Multi-Manager

 

 

 

 

Shares sold

113,122

58,842

$ 1,444,927

$ 785,887

Reinvestment of distributions

642,246

574,917

7,265,773

7,432,529

Shares redeemed

(2,104,296)

(20,253)

(27,818,119)

(268,998)

Net increase (decrease)

(1,348,928)

613,506

$ (19,107,419)

$ 7,949,418

Class F

 

 

 

 

Shares sold

45,500

39,339

$ 572,509

$ 541,280

Reinvestment of distributions

20,962

5,950

233,738

77,256

Shares redeemed

(8,120)

(3,816)

(99,982)

(51,433)

Net increase (decrease)

58,342

41,473

$ 706,265

$ 567,103

Class L

 

 

 

 

Shares sold

-

7,003

$ -

$ 100,000

Reinvestment of distributions

1,989

941

22,236

12,241

Net increase (decrease)

1,989

7,944

$ 22,236

$ 112,241

Class N

 

 

 

 

Shares sold

-

7,003

$ -

$ 100,000

Reinvestment of distributions

1,964

938

21,959

12,206

Net increase (decrease)

1,964

7,941

$ 21,959

$ 112,206

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

10. 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.

At the end of the period, the investment adviser or its affiliates were the owners of record of 95% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Small-Mid Cap Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Small-Mid Cap Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Small-Mid Cap Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Small-Mid Cap Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Small-Mid Cap Multi-Manager

04/13/15

04/10/15

$0.228

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $5,699,004, or, if subsequently determined to be different, the net capital gain of such year.

Small-Mid Cap Multi-Manager Fund designates 6% and 35% of the dividends distributed in April, 2014 and December, 2014, respectively, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Small-Mid Cap Multi-Manager Fund designates 5% and 39% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Advisory Research, Inc. (ARI), Invesco Advisers, Inc. (Invesco), Kennedy Capital Management, Inc. (Kennedy Capital), Massachusetts Financial Services Company (MFS), Neuberger Berman Management LLC (Neuberger Berman), Pyramis Global Advisors, LLC (Pyramis), RS Investments Management Co. LLC (RS Investments), and Systematic Financial Management, L.P. (Systematic) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Small-Mid Cap Multi-Manager Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the third quartile and that the fund had under-performed 67% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to voluntarily waive 0.01% of the management fee and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.15% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 1.16%, 1.16%, and 1.41%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.06% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Strategic Advisers Small-Mid Cap Multi-Manager Fund

sae1016

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each class were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee. The total expenses of Class F ranked above the median primarily due to small fund size, which resulted in higher expenses than other funds in the peer group.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board also considered that in 2014 Strategic Advisers had negotiated lower fee schedules with certain Sub-Advisers. The Board took into consideration Strategic Advisers' contractual reimbursement commitment.

Annual Report

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Multi-Manager Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement(s)) with each of The Boston Company Asset Management, LLC and Fisher Investments, Inc. (New Sub-Adviser(s)) for the fund.

The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information it believed relevant to the approval of the Sub-Advisory Agreement.

In considering whether to approve each Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of each Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under each Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve each Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within each New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of each New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of each New Sub-Adviser's investment staff, its use of technology, and the New Sub-Adviser's approach to managing and compensating investment personnel. The Board noted that each New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered each New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by each New Sub-Adviser under each Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of each New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

Based on its review, the Board concluded that the nature, extent, and quality of services that will be provided to the fund under each Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. In reviewing each Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to each New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.15% of the fund's average daily net assets and that the Sub-Advisory Agreements will not result in a change to the maximum aggregate annual management fee payable by the fund, the portion of the management fee retained by Strategic Advisers, if any, or Strategic Advisers' voluntary agreement to waive 0.01% of the management fee for the fund, which may be terminated by Strategic Advisers at any time. The Board considered that Strategic Advisers has contractually agreed to reimburse the retail class, Class L and Class N of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) as a percentage of net assets exceed 1.16%, 1.16% and 1.41%, respectively, through April 30, 2015. In addition, the Board noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.06% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve each Sub-Advisory Agreement.

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that each Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that each Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered and that each Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of each Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Advisory Research, Inc.

The Boston Company Asset
Management, LLC

Fisher Investments

Invesco Advisers, Inc.

Kennedy Capital Management, Inc.

Neuberger Berman Management LLC

Portolan Capital Management, LLC

Pyramis Global Advisors, LLC

RS Investment
Management Co. LLC

Systematic Financial Management, L.P.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

AMM-UANN-0415
1.933019.102
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers®
Small-Mid Cap Multi-Manager Fund

Class F

Annual Report

February 28, 2015amf220116


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

Class F B

5.95%

18.15%

A From December 20, 2011.

B The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012, are those of Strategic Advisers® Small-Mid Cap Multi-Manager Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Small-Mid Cap Multi-Manager Fund - Class F on December 20, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2500® Index performed over the same period. See footnote B above for additional information regarding the performance of Class F.

amf220129

Annual Report


Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near its all-time high for the 12 months ending February 28, 2015, supported by low interest rates and the relative strength of the U.S. economy and dollar. The large-cap S&P 500® Index returned 15.51%. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® returned 16.58%, while the small-cap Russell 2000® Index returned 5.63%, rallying from early-period weakness amid growth and valuation worries. Among S&P 500® sectors, all except one notched a double-digit gain, led by health care (+24%), information technology (+22%) and consumer staples (+22%). Energy (-7%) was the sole sector to lose ground, reflecting a sharp drop in crude prices beginning midyear and attributed to weaker global demand and a U.S. supply boom. Volatility spiked to a three-year high in October amid concerns about economic growth and Ebola, as well as unrest in Syria, Iraq and Ukraine. Nevertheless, the index finished the period well above its mid-October nadir, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate, and consumer confidence that declined only slightly from its 11-year high reached in January.

Comments from Barry Golden, Portfolio Manager of Strategic Advisers® Small-Mid Cap Multi-Manager Fund: For the year, the Class F shares of Strategic Advisers® Small-Mid Cap Multi-Manager Fund (the Fund) returned 5.95%, trailing the 8.24% gain of the Russell 2500® Index. Relative to the benchmark, value-oriented sub-adviser Advisory Research detracted because it was positioned for rising interest rates and higher inflation, neither of which occurred during the period. As a result, this manager's underweighting in higher-yielding groups, along with an overweighting in energy, worked against its performance. RS Investment Management was another detractor, hampered by adverse stock selection in biotechnology, diversified financials and consumer discretionary. Massachusetts Financial Services' (MFS) small-cap focused aggressive-growth style suffered amid an early-period pullback in certain high-growth industries and stock groups. Later on, MFS was hurt by underweighting health care. On the plus side, sub-adviser The Boston Company - which was added during the period - was the top contributor, led by strong selections in retail, energy and technology hardware & equipment. Quality-focused growth manager Invesco Advisers was another contributor, aided by favorable positioning in biotech, combined with solid choices in consumer services and capital goods. We also added Fisher Investments during the period, and redeployed assets away from MFS.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014 to February 28, 2015

Small-Mid Cap Multi-Manager

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.90

$ 5.86

HypotheticalA

 

$ 1,000.00

$ 1,019.04

$ 5.81

Class F

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.80

$ 5.35

HypotheticalA

 

$ 1,000.00

$ 1,019.54

$ 5.31

Class L

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.90

$ 5.86

HypotheticalA

 

$ 1,000.00

$ 1,019.04

$ 5.81

Class N

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.50

$ 7.12

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.05

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

iShares Russell 2000 Growth Index ETF

1.9

0.0

PowerShares S&P SmallCap Financials Portfolio ETF

0.9

0.9

Voya Financial, Inc.

0.9

0.4

SVB Financial Group

0.8

0.2

Raymond James Financial, Inc.

0.7

0.5

Allison Transmission Holdings, Inc.

0.7

0.6

Allied World Assurance Co.

0.6

0.6

FNF Group

0.6

0.3

Euronet Worldwide, Inc.

0.6

0.4

Tribune Media Co. Class A

0.6

0.6

 

8.3

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.6

17.1

Financials

18.7

16.9

Industrials

14.8

14.8

Health Care

12.7

9.5

Consumer Discretionary

12.3

12.9

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

amf220131

Common Stocks 91.4%

 

amf220133

Common Stocks 89.6%

 

amf220135

Small Growth Funds 1.9%

 

amf220137

Small Growth Funds 0.0%

 

amf220139

Sector Funds 0.9%

 

amf220141

Sector Funds 0.9%

 

amf220143

Short-Term
Investments and
Net Other Assets (Liabilities) 5.8%

 

amf220145

Short-Term
Investments and
Net Other Assets (Liabilities) 9.5%

 

amf220147

Asset allocations of equity funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 91.4%

Shares

Value

CONSUMER DISCRETIONARY - 12.3%

Auto Components - 1.2%

BorgWarner, Inc.

360

$ 22,126

Dana Holding Corp.

4,990

109,032

Gentex Corp.

9,804

172,746

Remy International, Inc.

180

4,117

Tower International, Inc. (a)

1,290

34,920

Visteon Corp. (a)

560

56,297

 

399,238

Automobiles - 0.0%

Harley-Davidson, Inc.

180

11,443

Distributors - 0.4%

LKQ Corp. (a)

3,222

79,181

Pool Corp.

880

60,870

 

140,051

Diversified Consumer Services - 0.7%

Apollo Education Group, Inc. Class A (non-vtg.) (a)

1,890

52,259

Capella Education Co.

560

36,299

H&R Block, Inc.

2,232

76,223

LifeLock, Inc. (a)

5,916

82,706

 

247,487

Hotels, Restaurants & Leisure - 2.8%

BJ's Restaurants, Inc. (a)

1,068

55,771

Bloomin' Brands, Inc.

3,680

94,797

Brinker International, Inc.

876

52,087

Choice Hotels International, Inc.

930

59,027

Domino's Pizza, Inc.

529

53,709

Hyatt Hotels Corp. Class A (a)

1,535

92,929

Jack in the Box, Inc.

1,357

131,208

La Quinta Holdings, Inc.

3,100

68,851

Marriott Vacations Worldwide Corp.

770

58,566

Papa John's International, Inc.

620

38,341

Pinnacle Entertainment, Inc. (a)

1,517

39,048

Popeyes Louisiana Kitchen, Inc. (a)

650

39,007

Royal Caribbean Cruises Ltd.

530

40,503

Sonic Corp.

940

29,883

Starwood Hotels & Resorts Worldwide, Inc.

340

27,312

The Cheesecake Factory, Inc.

984

46,760

Wendy's Co.

3,525

39,092

 

966,891

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.8%

D.R. Horton, Inc.

680

$ 18,571

Helen of Troy Ltd. (a)

402

30,801

iRobot Corp. (a)

1,973

64,813

M.D.C. Holdings, Inc.

2,850

77,463

Standard Pacific Corp. (a)

5,950

52,003

Toll Brothers, Inc. (a)

725

27,775

 

271,426

Internet & Catalog Retail - 0.2%

Shutterfly, Inc. (a)

1,061

50,939

Leisure Products - 0.5%

Brunswick Corp.

2,329

126,325

Polaris Industries, Inc.

245

37,566

 

163,891

Media - 1.6%

Cablevision Systems Corp. - NY Group Class A

1,115

20,940

Discovery Communications, Inc. Class A (a)

335

10,821

Gannett Co., Inc.

2,075

73,455

Gray Television, Inc. (a)

3,150

34,461

IMAX Corp. (a)

2,160

75,535

Lions Gate Entertainment Corp.

1,425

46,441

Media General, Inc. (a)

1,587

23,662

Starz Series A (a)

2,310

76,784

Tribune Media Co. Class A (a)

2,885

190,323

 

552,422

Specialty Retail - 3.3%

American Eagle Outfitters, Inc.

6,883

103,039

ANN, Inc. (a)

1,219

43,774

Cabela's, Inc. Class A (a)

160

8,710

CST Brands, Inc.

2,990

124,474

DSW, Inc. Class A

1,407

53,030

Express, Inc. (a)

3,333

46,062

Five Below, Inc. (a)

1,128

35,797

Foot Locker, Inc.

1,805

101,387

Group 1 Automotive, Inc.

1,248

101,512

Lithia Motors, Inc. Class A (sub. vtg.)

1,226

115,808

New York & Co., Inc. (a)

900

2,016

Office Depot, Inc. (a)

17,036

159,627

Outerwall, Inc.

541

34,905

Restoration Hardware Holdings, Inc. (a)

840

74,004

Ross Stores, Inc.

110

11,639

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Select Comfort Corp. (a)

400

$ 12,840

Signet Jewelers Ltd.

615

73,726

Vitamin Shoppe, Inc. (a)

634

26,882

Williams-Sonoma, Inc.

145

11,665

 

1,140,897

Textiles, Apparel & Luxury Goods - 0.8%

Carter's, Inc.

540

47,936

Crocs, Inc. (a)

770

8,586

Fossil Group, Inc. (a)

479

41,199

G-III Apparel Group Ltd. (a)

698

73,451

Hanesbrands, Inc.

495

63,132

Steven Madden Ltd. (a)

1,530

55,860

 

290,164

TOTAL CONSUMER DISCRETIONARY

4,234,849

CONSUMER STAPLES - 1.9%

Beverages - 0.2%

Boston Beer Co., Inc. Class A (a)

227

60,745

Food & Staples Retailing - 0.5%

Casey's General Stores, Inc.

697

61,162

Fresh Market, Inc. (a)

1,849

70,373

United Natural Foods, Inc. (a)

415

34,462

 

165,997

Food Products - 0.8%

B&G Foods, Inc. Class A

1,369

39,222

Cal-Maine Foods, Inc.

156

5,870

Ingredion, Inc.

180

14,798

Lancaster Colony Corp.

620

56,668

Pilgrims Pride Corp.

1,350

37,031

Pinnacle Foods, Inc.

3,410

123,783

 

277,372

Household Products - 0.4%

Energizer Holdings, Inc.

145

19,405

Spectrum Brands Holdings, Inc.

1,197

112,135

 

131,540

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.0%

Elizabeth Arden, Inc. (a)

450

$ 7,538

TOTAL CONSUMER STAPLES

643,192

ENERGY - 3.9%

Energy Equipment & Services - 1.0%

Atwood Oceanics, Inc.

760

23,568

Dril-Quip, Inc. (a)

767

55,730

Helmerich & Payne, Inc.

135

9,053

ION Geophysical Corp. (a)

2,800

6,384

McDermott International, Inc. (a)

1,150

2,875

Newpark Resources, Inc. (a)

4,210

39,869

Oceaneering International, Inc.

912

49,731

Patterson-UTI Energy, Inc.

1,108

20,703

Precision Drilling Corp.

10,430

63,493

SEACOR Holdings, Inc. (a)

746

54,092

Tesco Corp.

6

64

TETRA Technologies, Inc. (a)

2,000

11,940

 

337,502

Oil, Gas & Consumable Fuels - 2.9%

Abraxas Petroleum Corp. (a)

6,050

18,453

Carrizo Oil & Gas, Inc. (a)

2,812

133,823

Delek U.S. Holdings, Inc.

1,770

65,986

Diamondback Energy, Inc. (a)

490

34,893

Energen Corp.

1,372

88,686

GasLog Ltd.

725

14,348

Gulfport Energy Corp. (a)

1,450

66,425

Laredo Petroleum Holdings, Inc. (a)

1,710

20,400

Newfield Exploration Co. (a)

1,855

61,271

Oasis Petroleum, Inc. (a)

1,297

18,586

PBF Energy, Inc. Class A

2,300

71,691

Pioneer Natural Resources Co.

410

62,533

SemGroup Corp. Class A

592

45,768

Sunoco Logistics Partners, LP

1,606

82,837

Synergy Resources Corp. (a)

1,766

21,104

Tesoro Corp.

270

24,797

Tsakos Energy Navigation Ltd.

8,400

63,000

Ultra Petroleum Corp. (a)

2,073

33,728

Valero Energy Corp.

240

14,806

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Western Refining, Inc.

800

$ 37,680

Whiting Petroleum Corp. (a)

376

12,720

 

993,535

TOTAL ENERGY

1,331,037

FINANCIALS - 18.7%

Banks - 5.3%

BankUnited, Inc.

2,278

73,830

CIT Group, Inc.

3,735

172,744

City National Corp.

200

18,074

Columbia Banking Systems, Inc.

830

23,389

Comerica, Inc.

2,255

103,234

Cullen/Frost Bankers, Inc.

375

25,425

CVB Financial Corp.

1,320

20,658

East West Bancorp, Inc.

2,136

85,333

First Niagara Financial Group, Inc.

2,120

18,783

First Republic Bank

575

32,775

FirstMerit Corp.

1,981

35,955

Hancock Holding Co.

2,173

63,604

Home Bancshares, Inc.

1,441

45,608

Huntington Bancshares, Inc.

9,960

108,962

Investors Bancorp, Inc.

11,994

137,691

PacWest Bancorp

1,147

52,573

Pinnacle Financial Partners, Inc.

261

10,962

PrivateBancorp, Inc.

705

24,485

Prosperity Bancshares, Inc.

390

20,175

Regions Financial Corp.

2,000

19,220

SVB Financial Group (a)

2,334

286,849

Talmer Bancorp, Inc. Class A

1,163

16,433

TCF Financial Corp.

1,450

22,751

Texas Capital Bancshares, Inc. (a)

375

17,411

UMB Financial Corp.

1,389

71,589

Umpqua Holdings Corp.

5,159

85,330

United Community Bank, Inc.

4,025

76,556

Webster Financial Corp.

4,775

164,881

 

1,835,280

Capital Markets - 2.7%

Affiliated Managers Group, Inc. (a)

247

53,456

American Capital Ltd. (a)

5,025

73,365

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Ameriprise Financial, Inc.

215

$ 28,730

Ares Capital Corp.

2,878

49,789

E*TRADE Financial Corp. (a)

3,657

95,210

Eaton Vance Corp. (non-vtg.)

675

28,418

Janus Capital Group, Inc.

3,833

63,168

Lazard Ltd. Class A

1,850

94,128

Raymond James Financial, Inc.

4,205

240,232

Stifel Financial Corp. (a)

2,071

113,429

T. Rowe Price Group, Inc.

180

14,868

The Blackstone Group LP

700

26,222

Waddell & Reed Financial, Inc. Class A

280

13,849

WisdomTree Investments, Inc.

2,450

45,791

 

940,655

Consumer Finance - 0.8%

Ally Financial, Inc. (a)

4,135

85,925

Discover Financial Services

895

54,577

PRA Group, Inc. (a)

1,343

67,271

Santander Consumer U.S.A. Holdings, Inc.

1,075

24,220

SLM Corp.

3,390

32,103

 

264,096

Diversified Financial Services - 1.3%

Leucadia National Corp.

3,643

86,448

MarketAxess Holdings, Inc.

450

35,816

Voya Financial, Inc.

7,073

312,556

 

434,820

Insurance - 3.3%

Allied World Assurance Co.

5,060

204,677

American Equity Investment Life Holding Co.

2,168

61,766

American Financial Group, Inc.

413

26,019

AmTrust Financial Services, Inc.

1,246

67,159

Cincinnati Financial Corp.

455

24,006

CNO Financial Group, Inc.

6,098

99,153

FNF Group

5,429

199,353

FNFV Group (a)

2,160

32,162

HCC Insurance Holdings, Inc.

1,290

72,085

Lincoln National Corp.

1,425

82,137

Primerica, Inc.

350

18,459

Reinsurance Group of America, Inc.

443

39,564

Torchmark Corp.

425

22,631

Unum Group

500

16,780

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

White Mountains Insurance Group Ltd.

185

$ 123,423

XL Group PLC Class A

1,325

47,965

 

1,137,339

Real Estate Investment Trusts - 3.7%

American Residential Properties, Inc. (a)

1,240

21,502

Ashford Hospitality Trust, Inc.

1,553

16,539

BioMed Realty Trust, Inc.

6,255

139,111

Brandywine Realty Trust (SBI)

1,450

22,983

CBL & Associates Properties, Inc.

2,500

50,050

Chesapeake Lodging Trust

1,229

43,703

Corporate Office Properties Trust (SBI)

1,276

37,514

Corrections Corp. of America

1,568

62,548

Cousins Properties, Inc.

3,183

34,154

DuPont Fabros Technology, Inc.

3,325

104,106

Essex Property Trust, Inc.

65

14,458

Extra Space Storage, Inc.

650

42,757

Hersha Hospitality Trust

4,620

31,000

iStar Financial, Inc. (a)

4,490

59,493

Kite Realty Group Trust

2,337

66,184

Liberty Property Trust (SBI)

3,365

125,245

Medical Properties Trust, Inc.

4,608

69,765

Mid-America Apartment Communities, Inc.

811

58,773

National Retail Properties, Inc.

530

21,327

Physicians Realty Trust

1,700

27,965

Prologis, Inc.

280

11,959

Ryman Hospitality Properties, Inc.

1,440

86,544

Strategic Hotel & Resorts, Inc. (a)

2,965

38,901

Sunstone Hotel Investors, Inc.

3,521

61,441

Weyerhaeuser Co.

780

27,386

 

1,275,408

Real Estate Management & Development - 1.3%

Alexander & Baldwin, Inc.

3,585

144,942

CBRE Group, Inc. (a)

3,650

125,049

Jones Lang LaSalle, Inc.

365

58,856

Realogy Holdings Corp. (a)

2,750

126,500

 

455,347

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.3%

BofI Holding, Inc. (a)

520

$ 45,968

EverBank Financial Corp.

3,880

69,762

 

115,730

TOTAL FINANCIALS

6,458,675

HEALTH CARE - 12.7%

Biotechnology - 1.3%

Alnylam Pharmaceuticals, Inc. (a)

593

60,207

Enanta Pharmaceuticals, Inc. (a)

663

23,749

Exact Sciences Corp. (a)

3,080

69,208

Incyte Corp. (a)

1,056

90,658

Ligand Pharmaceuticals, Inc. Class B (a)

1,440

79,301

Neurocrine Biosciences, Inc. (a)

1,258

49,125

Repligen Corp. (a)

1,366

35,120

Seattle Genetics, Inc. (a)

1,131

40,999

 

448,367

Health Care Equipment & Supplies - 3.5%

Accuray, Inc. (a)

1,600

14,368

Alere, Inc. (a)

1,428

64,931

Analogic Corp.

232

20,105

DexCom, Inc. (a)

1,210

73,495

Globus Medical, Inc. (a)

3,269

79,371

Halyard Health, Inc. (a)

1,235

56,859

HeartWare International, Inc. (a)

880

75,002

Hill-Rom Holdings, Inc.

195

9,344

Hologic, Inc. (a)

2,700

87,426

IDEXX Laboratories, Inc. (a)

461

72,299

NuVasive, Inc. (a)

2,505

114,604

Sirona Dental Systems, Inc. (a)

1,178

106,986

St. Jude Medical, Inc.

375

25,005

Steris Corp.

2,602

167,881

The Cooper Companies, Inc.

180

29,515

Thoratec Corp. (a)

1,048

42,675

West Pharmaceutical Services, Inc.

2,158

118,086

Zimmer Holdings, Inc.

280

33,709

 

1,191,661

Health Care Providers & Services - 4.2%

Air Methods Corp. (a)

876

46,419

AMN Healthcare Services, Inc. (a)

575

12,972

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Brookdale Senior Living, Inc. (a)

3,005

$ 112,718

Catamaran Corp. (a)

635

31,702

Centene Corp. (a)

1,020

62,689

Chemed Corp.

650

75,712

Community Health Systems, Inc. (a)

1,234

59,874

Community Health Systems, Inc. rights 1/27/16 (a)

5,163

119

Envision Healthcare Holdings, Inc. (a)

1,422

52,074

ExamWorks Group, Inc. (a)

3,189

128,836

HealthSouth Corp.

3,775

164,062

Henry Schein, Inc. (a)

225

31,511

Kindred Healthcare, Inc.

2,600

55,172

Laboratory Corp. of America Holdings (a)

365

44,906

MEDNAX, Inc. (a)

1,120

80,046

Premier, Inc. (a)

1,310

48,025

Select Medical Holdings Corp.

3,583

48,585

Tenet Healthcare Corp. (a)

1,510

69,913

Universal Health Services, Inc. Class B

1,365

154,723

VCA, Inc. (a)

3,284

174,972

 

1,455,030

Health Care Technology - 0.2%

Allscripts Healthcare Solutions, Inc. (a)

1,860

22,329

HMS Holdings Corp. (a)

1,017

17,838

MedAssets, Inc. (a)

1,325

25,453

 

65,620

Life Sciences Tools & Services - 1.7%

Affymetrix, Inc. (a)

2,283

26,711

Bio-Techne Corp.

557

54,324

Cambrex Corp. (a)

380

13,015

Charles River Laboratories International, Inc. (a)

1,115

85,487

ICON PLC (a)

1,229

84,813

PAREXEL International Corp. (a)

2,561

165,082

PerkinElmer, Inc.

1,842

86,574

Quintiles Transnational Holdings, Inc. (a)

495

32,165

Waters Corp. (a)

327

39,364

 

587,535

Pharmaceuticals - 1.8%

Catalent, Inc. (a)

1,828

51,129

GW Pharmaceuticals PLC ADR (a)

771

62,389

Horizon Pharma PLC (a)

2,807

57,628

Jazz Pharmaceuticals PLC (a)

954

162,266

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Lannett Co., Inc. (a)

385

$ 24,024

Nektar Therapeutics (a)

3,928

51,339

Pacira Pharmaceuticals, Inc. (a)

1,116

128,083

Perrigo Co. PLC

125

19,309

Salix Pharmaceuticals Ltd. (a)

360

56,592

 

612,759

TOTAL HEALTH CARE

4,360,972

INDUSTRIALS - 14.8%

Aerospace & Defense - 2.0%

AeroVironment, Inc. (a)

300

8,223

BE Aerospace, Inc.

225

14,297

HEICO Corp. Class A

1,577

71,974

Hexcel Corp.

3,280

156,062

Huntington Ingalls Industries, Inc.

175

24,733

KEYW Holding Corp. (a)

1,375

12,004

KLX, Inc. (a)

112

4,473

Orbital ATK, Inc.

2

133

Spirit AeroSystems Holdings, Inc. Class A (a)

2,345

115,397

Teledyne Technologies, Inc. (a)

1,104

111,316

Textron, Inc.

540

23,927

TransDigm Group, Inc.

452

98,021

Triumph Group, Inc.

615

36,771

 

677,331

Air Freight & Logistics - 0.2%

Forward Air Corp.

1,153

61,686

Airlines - 0.5%

Allegiant Travel Co.

543

99,706

JetBlue Airways Corp. (a)

3,830

65,838

 

165,544

Building Products - 0.9%

A.O. Smith Corp.

2,367

149,192

Armstrong World Industries, Inc. (a)

685

38,244

Continental Building Products, Inc. (a)

1,625

33,898

Owens Corning

2,190

86,855

Universal Forest Products, Inc.

265

14,323

 

322,512

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 1.5%

Clean Harbors, Inc. (a)

430

$ 23,947

Covanta Holding Corp.

1,350

29,255

Herman Miller, Inc.

550

17,034

Interface, Inc.

2,781

56,148

Knoll, Inc.

2,560

54,349

Pitney Bowes, Inc.

2,604

60,335

Ritchie Brothers Auctioneers, Inc.

2,090

52,626

Steelcase, Inc. Class A

9,098

170,315

Tetra Tech, Inc.

1,605

40,815

 

504,824

Construction & Engineering - 0.3%

KBR, Inc.

1,520

24,761

MasTec, Inc. (a)

1,445

31,891

Quanta Services, Inc. (a)

1,820

52,380

 

109,032

Electrical Equipment - 1.1%

Acuity Brands, Inc.

503

79,715

AZZ, Inc.

324

14,716

Encore Wire Corp.

2,195

81,852

Generac Holdings, Inc. (a)

2,239

110,360

Regal-Beloit Corp.

1,015

79,109

Rockwell Automation, Inc.

150

17,556

 

383,308

Industrial Conglomerates - 0.2%

Carlisle Companies, Inc.

682

63,474

Machinery - 4.2%

Allison Transmission Holdings, Inc.

7,115

226,399

Chart Industries, Inc. (a)

232

8,106

CLARCOR, Inc.

1,034

68,048

Crane Co.

764

51,058

Flowserve Corp.

662

41,130

Harsco Corp.

760

12,532

IDEX Corp.

601

46,433

ITT Corp.

4,388

180,215

Lincoln Electric Holdings, Inc.

1,528

105,493

Manitowoc Co., Inc.

900

19,917

Meritor, Inc. (a)

1,150

16,434

Middleby Corp. (a)

429

45,736

Oshkosh Corp.

2,990

145,882

Parker Hannifin Corp.

67

8,220

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Rexnord Corp. (a)

1,488

$ 41,024

Terex Corp.

565

15,487

Trinity Industries, Inc.

4,670

157,005

Twin Disc, Inc.

530

9,747

WABCO Holdings, Inc. (a)

601

70,215

Wabtec Corp.

1,507

142,999

Woodward, Inc.

942

45,734

 

1,457,814

Marine - 0.3%

Danaos Corp. (a)

850

5,347

Kirby Corp. (a)

1,263

97,352

 

102,699

Professional Services - 1.1%

Equifax, Inc.

309

28,851

FTI Consulting, Inc. (a)

350

12,905

Huron Consulting Group, Inc. (a)

700

46,655

Korn/Ferry International (a)

1,700

52,020

On Assignment, Inc. (a)

1,710

65,339

Robert Half International, Inc.

820

50,807

Towers Watson & Co.

655

86,133

TrueBlue, Inc. (a)

1,300

29,913

 

372,623

Road & Rail - 1.4%

AMERCO

340

111,119

Con-way, Inc.

2,030

89,665

J.B. Hunt Transport Services, Inc.

241

20,606

Kansas City Southern

200

23,168

Knight Transportation, Inc.

2,328

76,964

Old Dominion Freight Lines, Inc. (a)

995

77,729

Ryder System, Inc.

280

26,317

Swift Transporation Co. (a)

2,449

69,258

 

494,826

Trading Companies & Distributors - 1.1%

AerCap Holdings NV (a)

2,420

107,690

GATX Corp.

1,760

109,560

MSC Industrial Direct Co., Inc. Class A

275

20,072

United Rentals, Inc. (a)

444

41,319

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Watsco, Inc.

535

$ 62,723

WESCO International, Inc. (a)

636

44,157

 

385,521

TOTAL INDUSTRIALS

5,101,194

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 1.8%

Arris Group, Inc. (a)

5,208

153,011

Aviat Networks, Inc. (a)

750

953

Brocade Communications Systems, Inc.

4,975

61,640

Ceragon Networks Ltd. (a)

1,350

1,620

Ciena Corp. (a)

7,525

157,423

Finisar Corp. (a)

2,559

53,765

Infinera Corp. (a)

4,259

72,616

JDS Uniphase Corp. (a)

7,210

99,282

Riverbed Technology, Inc. (a)

1,181

24,730

 

625,040

Electronic Equipment & Components - 4.8%

Arrow Electronics, Inc. (a)

1,700

105,332

Avnet, Inc.

1,720

78,793

CDW Corp.

2,585

97,274

Cognex Corp. (a)

2,357

105,334

Dolby Laboratories, Inc. Class A

320

12,950

FEI Co.

611

48,263

FLIR Systems, Inc.

3,664

118,274

II-VI, Inc. (a)

980

17,140

Ingram Micro, Inc. Class A (a)

2,510

62,022

InvenSense, Inc. (a)

963

16,053

IPG Photonics Corp. (a)

1,763

169,072

Itron, Inc. (a)

440

16,051

Jabil Circuit, Inc.

1,080

23,728

Keysight Technologies, Inc. (a)

1,896

71,176

Littelfuse, Inc.

390

39,125

Maxwell Technologies, Inc. (a)

840

6,334

Mercury Systems, Inc. (a)

1,400

23,828

Methode Electronics, Inc. Class A

902

35,079

National Instruments Corp.

1,351

42,070

OSI Systems, Inc. (a)

925

67,035

Plexus Corp. (a)

850

34,213

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Rogers Corp. (a)

635

$ 49,708

ScanSource, Inc. (a)

1,151

41,850

SYNNEX Corp.

1,999

152,424

Tech Data Corp. (a)

2,050

121,975

Trimble Navigation Ltd. (a)

1,784

46,634

Universal Display Corp. (a)

1,802

61,971

 

1,663,708

Internet Software & Services - 2.0%

AOL, Inc. (a)

940

38,108

Bankrate, Inc. (a)

1,090

13,908

Constant Contact, Inc. (a)

2,164

89,438

CoStar Group, Inc. (a)

555

110,534

DealerTrack Holdings, Inc. (a)

4,154

165,205

HomeAway, Inc. (a)

1,405

43,548

LogMeIn, Inc. (a)

2,510

132,277

Rackspace Hosting, Inc. (a)

1,660

82,452

 

675,470

IT Services - 2.4%

Acxiom Corp. (a)

1,030

20,600

Amdocs Ltd.

775

40,688

Booz Allen Hamilton Holding Corp. Class A

4,191

124,724

Cardtronics, Inc. (a)

459

16,795

Convergys Corp.

560

12,516

CoreLogic, Inc. (a)

4,790

159,699

DST Systems, Inc.

200

21,258

EPAM Systems, Inc. (a)

1,221

75,311

Euronet Worldwide, Inc. (a)

3,457

195,321

Fidelity National Information Services, Inc.

450

30,416

Genpact Ltd. (a)

980

21,776

Heartland Payment Systems, Inc.

1,260

61,778

MoneyGram International, Inc. (a)

940

7,985

Total System Services, Inc.

905

34,571

VeriFone Systems, Inc. (a)

430

15,132

 

838,570

Semiconductors & Semiconductor Equipment - 3.0%

Atmel Corp.

6,828

56,946

Cavium, Inc. (a)

981

67,189

Ceva, Inc. (a)

450

8,960

FormFactor, Inc. (a)

1,550

15,221

Freescale Semiconductor, Inc. (a)

890

32,138

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Integrated Device Technology, Inc. (a)

3,150

$ 65,016

Lam Research Corp.

230

18,966

Lattice Semiconductor Corp. (a)

2,195

14,750

M/A-COM Technology Solutions Holdings, Inc. (a)

1,833

61,809

Mellanox Technologies Ltd. (a)

1,705

81,226

Microsemi Corp. (a)

2,002

64,544

MKS Instruments, Inc.

1,150

40,664

Monolithic Power Systems, Inc.

1,104

58,214

PMC-Sierra, Inc. (a)

1,660

15,770

Power Integrations, Inc.

1,025

56,232

Rambus, Inc. (a)

2,250

27,000

Rudolph Technologies, Inc. (a)

500

6,165

Silicon Laboratories, Inc. (a)

1,020

51,653

Skyworks Solutions, Inc.

1,200

105,300

Spansion, Inc. Class A (a)

560

20,205

Synaptics, Inc. (a)

265

22,777

Teradyne, Inc.

2,618

50,580

Ultratech, Inc. (a)

1,440

25,978

Veeco Instruments, Inc. (a)

2,535

77,292

 

1,044,595

Software - 5.1%

Aspen Technology, Inc. (a)

2,229

86,051

Autodesk, Inc. (a)

440

28,266

Barracuda Networks, Inc. (a)

980

37,328

CA Technologies, Inc.

455

14,797

Cadence Design Systems, Inc. (a)

4,190

76,907

CommVault Systems, Inc. (a)

619

29,879

Comverse, Inc. (a)

675

12,110

Covisint Corp. (a)

2,350

5,875

Electronic Arts, Inc. (a)

1,845

105,497

Fortinet, Inc. (a)

1,594

53,574

Gigamon, Inc. (a)

550

11,033

Guidewire Software, Inc. (a)

1,122

62,451

Infoblox, Inc. (a)

5,049

117,389

Informatica Corp. (a)

446

19,153

Interactive Intelligence Group, Inc. (a)

904

38,366

Manhattan Associates, Inc. (a)

3,161

157,576

Mentor Graphics Corp.

3,172

74,415

MicroStrategy, Inc. Class A (a)

360

64,202

Nuance Communications, Inc. (a)

1,680

24,024

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Parametric Technology Corp. (a)

2,480

$ 85,944

Qlik Technologies, Inc. (a)

1,810

58,716

Qualys, Inc. (a)

1,356

62,417

Rovi Corp. (a)

1,630

40,554

SeaChange International, Inc. (a)

1,680

12,684

Silver Spring Networks, Inc. (a)

1,100

10,824

SolarWinds, Inc. (a)

1,144

58,035

Solera Holdings, Inc.

1,284

71,570

Synchronoss Technologies, Inc. (a)

1,161

51,386

Synopsys, Inc. (a)

1,047

48,591

Ultimate Software Group, Inc. (a)

681

112,123

Verint Systems, Inc. (a)

1,875

114,141

 

1,745,878

Technology Hardware, Storage & Peripherals - 0.5%

Cray, Inc. (a)

1,888

56,395

Electronics for Imaging, Inc. (a)

1,387

56,312

NCR Corp. (a)

1,681

49,438

Quantum Corp. (a)

2,600

4,238

SanDisk Corp.

85

6,794

 

173,177

TOTAL INFORMATION TECHNOLOGY

6,766,438

MATERIALS - 4.9%

Chemicals - 2.5%

Ashland, Inc.

409

52,197

Celanese Corp. Class A

1,345

76,813

Chemtura Corp. (a)

4,055

106,444

Cytec Industries, Inc.

400

21,012

FMC Corp.

738

46,797

Intrepid Potash, Inc. (a)

5,260

74,271

LSB Industries, Inc. (a)

2,777

104,360

Methanex Corp.

969

52,702

Olin Corp.

850

23,834

PolyOne Corp.

3,009

119,578

Quaker Chemical Corp.

600

48,708

The Scotts Miracle-Gro Co. Class A

465

30,462

Tronox Ltd. Class A

1,365

29,539

Valspar Corp.

785

68,020

 

854,737

Common Stocks - continued

Shares

Value

MATERIALS - continued

Construction Materials - 0.2%

Headwaters, Inc. (a)

730

$ 11,987

Martin Marietta Materials, Inc.

413

58,782

 

70,769

Containers & Packaging - 1.1%

Avery Dennison Corp.

670

35,879

Berry Plastics Group, Inc. (a)

2,996

102,793

Crown Holdings, Inc. (a)

1,135

60,155

Rock-Tenn Co. Class A

2,548

174,895

Sealed Air Corp.

350

16,496

 

390,218

Metals & Mining - 1.0%

AuRico Gold, Inc.

9,624

33,951

Carpenter Technology Corp.

735

31,135

Cliffs Natural Resources, Inc.

550

3,762

New Gold, Inc. (a)

17,506

67,078

Nucor Corp.

230

10,817

Royal Gold, Inc.

390

28,119

Steel Dynamics, Inc.

3,410

62,130

United States Steel Corp.

2,950

70,653

Yamana Gold, Inc.

12,401

52,675

 

360,320

Paper & Forest Products - 0.1%

Boise Cascade Co. (a)

715

25,461

TOTAL MATERIALS

1,701,505

TELECOMMUNICATION SERVICES - 0.8%

Diversified Telecommunication Services - 0.4%

Frontier Communications Corp.

3,375

26,933

Level 3 Communications, Inc. (a)

1,070

57,630

Zayo Group Holdings, Inc.

1,890

55,301

 

139,864

Wireless Telecommunication Services - 0.4%

SBA Communications Corp. Class A (a)

886

110,493

Telephone & Data Systems, Inc.

300

7,632

U.S. Cellular Corp. (a)

210

7,965

 

126,090

TOTAL TELECOMMUNICATION SERVICES

265,954

Common Stocks - continued

Shares

Value

UTILITIES - 1.8%

Electric Utilities - 0.7%

Great Plains Energy, Inc.

1,895

$ 50,426

ITC Holdings Corp.

1,531

59,296

Portland General Electric Co.

725

27,035

UIL Holdings Corp.

1,281

64,755

Westar Energy, Inc.

1,350

52,448

 

253,960

Gas Utilities - 0.3%

Atmos Energy Corp.

1,690

89,638

Independent Power and Renewable Electricity Producers - 0.6%

Atlantic Power Corp.

1,550

4,476

Dynegy, Inc. (a)

4,050

112,874

NRG Energy, Inc.

2,188

52,468

Ormat Technologies, Inc.

680

23,188

 

193,006

Multi-Utilities - 0.2%

Ameren Corp.

1,805

76,550

TOTAL UTILITIES

613,154

TOTAL COMMON STOCKS

(Cost $24,649,441)


31,476,970

Equity Funds - 2.8%

 

 

 

 

Sector Funds - 0.9%

PowerShares S&P SmallCap Financials Portfolio ETF

7,690

317,213

Small Growth Funds - 1.9%

iShares Russell 2000 Growth Index ETF

4,396

655,663

TOTAL EQUITY FUNDS

(Cost $880,216)


972,876

U.S. Treasury Obligations - 0.2%

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 3/19/15 to 4/16/15 (c)
(Cost $59,999)

$ 60,000


59,999

Money Market Funds - 6.0%

Shares

Value

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $2,063,180)

2,063,180

$ 2,063,180

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $27,652,836)

34,573,025

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(129,158)

NET ASSETS - 100%

$ 34,443,867

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

3 CME E-mini S&P MidCap 400 Index Contracts (United States)

March 2015

$ 451,380

$ 28,650

4 ICE Russell 2000 Index Contracts (United States)

March 2015

492,640

29,708

TOTAL EQUITY INDEX CONTRACTS

$ 944,020

$ 58,358

 

The face value of futures purchased as a percentage of net assets is 2.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,573,644.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $55,000.

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,234,849

$ 4,234,849

$ -

$ -

Consumer Staples

643,192

643,192

-

-

Energy

1,331,037

1,331,037

-

-

Financials

6,458,675

6,458,675

-

-

Health Care

4,360,972

4,360,972

-

-

Industrials

5,101,194

5,101,194

-

-

Information Technology

6,766,438

6,766,438

-

-

Materials

1,701,505

1,701,505

-

-

Telecommunication Services

265,954

265,954

-

-

Utilities

613,154

613,154

-

-

Equity Funds

972,876

972,876

-

-

U.S. Treasury Obligations

59,999

-

59,999

-

Money Market Funds

2,063,180

2,063,180

-

-

Total Investments in Securities:

$ 34,573,025

$ 34,513,026

$ 59,999

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 58,358

$ 58,358

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 58,358

$ -

Total Value of Derivatives

$ 58,358

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $27,652,836)

 

$ 34,573,025

Receivable for investments sold

164,889

Receivable for fund shares sold

3,377

Dividends receivable

17,317

Prepaid expenses

31

Receivable from investment adviser for expense reductions

2,100

Other receivables

201

Total assets

34,760,940

 

 

 

Liabilities

Payable to custodian bank

$ 4,479

Payable for investments purchased

215,357

Payable for fund shares redeemed

11,722

Accrued management fee

21,552

Distribution and service plan fees payable

23

Payable for daily variation margin for derivative instruments

4,360

Audit fee payable

36,318

Custody fee payable

19,403

Other affiliated payables

3,655

Other payables and accrued expenses

204

Total liabilities

317,073

 

 

 

Net Assets

$ 34,443,867

Net Assets consist of:

 

Paid in capital

$ 26,925,195

Accumulated net investment loss

(200)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

540,328

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

6,978,544

Net Assets

$ 34,443,867

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Small-Mid Cap Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($32,904,339 ÷ 2,887,050 shares)

$ 11.40

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($1,313,688 ÷ 115,028 shares)

$ 11.42

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($113,101 ÷ 9,933 shares)

$ 11.39

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($112,739 ÷ 9,905 shares)

$ 11.38

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 347,923

Interest

 

7

Total income

 

347,930

 

 

 

Expenses

Management fee

$ 312,620

Transfer agent fees

37,877

Distribution and service plan fees

266

Accounting fees and expenses

15,607

Custodian fees and expenses

78,788

Independent trustees' compensation

476

Registration fees

38,107

Audit

52,600

Legal

553

Miscellaneous

1,010

Total expenses before reductions

537,904

Expense reductions

(72,933)

464,971

Net investment income (loss)

(117,041)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,481,921

Foreign currency transactions

2,881

Futures contracts

225,321

Total net realized gain (loss)

 

6,710,123

Change in net unrealized appreciation (depreciation) on:

Investment securities

(4,123,569)

Assets and liabilities in foreign currencies

(4,482)

Futures contracts

(116,867)

Total change in net unrealized appreciation (depreciation)

 

(4,244,918)

Net gain (loss)

2,465,205

Net increase (decrease) in net assets resulting from operations

$ 2,348,164

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (117,041)

$ (98,117)

Net realized gain (loss)

6,710,123

8,234,010

Change in net unrealized appreciation (depreciation)

(4,244,918)

4,105,200

Net increase (decrease) in net assets resulting
from operations

2,348,164

12,241,093

Distributions to shareholders from net realized gain

(7,543,706)

(7,534,232)

Share transactions - net increase (decrease)

(18,356,959)

8,740,968

Redemption fees

418

359

Total increase (decrease) in net assets

(23,552,083)

13,448,188

 

 

 

Net Assets

Beginning of period

57,995,950

44,547,762

End of period (including accumulated net investment loss of $200 and accumulated net investment loss of $79, respectively)

$ 34,443,867

$ 57,995,950

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small-Mid Cap Multi-Manager

Years ended February 28,

2015

2014

2013

2012E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 13.46

$ 12.25

$ 11.24

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  (.04)

  (.03)

  .04

  - I

Net realized and unrealized gain (loss)

  .70

  3.24

  1.30

  1.25

Total from investment operations

  .66

  3.21

  1.34

  1.25

Distributions from net investment income

  -

  -

  (.04) F

  -

Distributions from net realized gain

  (2.72)

  (2.00)

  (.30) F

  (.01)F

Total distributions

  (2.72)

  (2.00)

  (.33) J

  (.01)

Redemption fees added to paid in capital D

  - I

  - I

  - I

  -

Net asset value, end of period

$ 11.40

$ 13.46

$ 12.25

$ 11.24

Total ReturnB, C

  5.88%

  27.21%

  12.26%

  12.46%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  1.34%

  1.25%

  1.16%

  1.58%A

Expenses net of fee waivers, if any

  1.16%

  1.16%

  1.16%

  1.16%A

Expenses net of all reductions

  1.16%

  1.16%

  1.16%

  1.16%A

Net investment income (loss)

  (.29)%

  (.19)%

  .35%

  (.19)%A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 32,904

$ 57,019

$ 44,361

$ 39,375

Portfolio turnover rateH

  85%

  117%

  66%

  11% K

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 20, 2011 (commencement of operations) to February 29, 2012.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

I Amount represents less than $.01 per share.

J Total distributions of $.33 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.296 per share.

K Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 13.47

$ 12.25

$ 11.49

Income from Investment Operations

 

 

 

Net investment income (loss) D

  (.02)

  (.01)

  .01

Net realized and unrealized gain (loss)

  .69

  3.24

  .91

Total from investment operations

  .67

  3.23

  .92

Distributions from net investment income

  -

  -

  (.04)F

Distributions from net realized gain

  (2.72)

  (2.01)

  (.12)F

Total distributions

  (2.72)

  (2.01)

  (.16)

Redemption fees added to paid in capital D,I

  -

  -

  -

Net asset value, end of period

$ 11.42

$ 13.47

$ 12.25

Total ReturnB, C

  5.95%

  27.40%

  8.11%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.29%

  1.24%

  1.11%A

Expenses net of fee waivers, if any

  1.06%

  1.06%

  1.06%A

Expenses net of all reductions

  1.06%

  1.05%

  1.06%A

Net investment income (loss)

  (.19)%

  (.09)%

  .38%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,314

$ 763

$ 186

Portfolio turnover rateH

  85%

  117%

  66%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 13.45

$ 14.28

Income from Investment Operations

 

 

Net investment income (loss) D

  (.04)

  (.01)

Net realized and unrealized gain (loss)

  .70

  .93

Total from investment operations

  .66

  .92

Distributions from net realized gain

  (2.72)

  (1.75)

Redemption fees added to paid in capital D,H

  -

  -

Net asset value, end of period

$ 11.39

$ 13.45

Total ReturnB, C

  5.89%

  6.84%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.37%

  1.54%A

Expenses net of fee waivers, if any

  1.16%

  1.16%A

Expenses net of all reductions

  1.16%

  1.16%A

Net investment income (loss)

  (.29)%

  (.17)%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rateG

  85%

  117%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 13.44

$ 14.28

Income from Investment Operations

 

 

Net investment income (loss) D

  (.07)

  (.02)

Net realized and unrealized gain (loss)

  .70

  .92

Total from investment operations

  .63

  .90

Distributions from net realized gain

  (2.69)

  (1.74)

Redemption fees added to paid in capital D,H

  -

  -

Net asset value, end of period

$ 11.38

$ 13.44

Total ReturnB, C

  5.62%

  6.73%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.62%

  1.81%A

Expenses net of fee waivers, if any

  1.41%

  1.41%A

Expenses net of all reductions

  1.41%

  1.41%A

Net investment income (loss)

  (.54)%

  (.42)%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rateG

  85%

  117%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Small-Mid Cap Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Small-Mid Cap Multi-Manager, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers, Inc. (Strategic Advisers) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, net operating losses and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 7,574,816

Gross unrealized depreciation

(741,973)

Net unrealized appreciation (depreciation) on securities

$ 6,832,843

 

 

Tax Cost

$ 27,740,182

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 53,042

Undistributed long-term capital gain

$ 632,991

Net unrealized appreciation (depreciation) on securities and other investments

$ 6,832,840

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,356,523

$ 2,217,199

Long-term Capital Gains

6,187,183

5,317,033

Total

$ 7,543,706

$ 7,534,232

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $225,321 and a change in net unrealized appreciation (depreciation) of $(116,867) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $31,782,996 and $55,232,258, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.15% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .78% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. Advisory Research, Inc., Fisher Investments, Invesco Advisers, Inc., Kennedy Capital Management, Inc., Massachusetts Financial Services Company (MFS) (through October 31, 2014), Neuberger Berman Management, LLC, RS Investment Management Co. LLC, Systematic Financial Management, L.P. and The Boston Company Asset Management, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Pyramis Global Advisors, LLC (Pyramis), an affiliate of the investment adviser, has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, Pyramis has not been allocated any portion of the Fund's assets. Pyramis in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

In March 2015, the Board of Trustees approved the appointment of Portolan Capital Management, LLC (Portolan) as an additional sub-adviser for the Fund. Subsequent to period end, Portolan was allocated a portion of the Fund's assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 266

$ 266

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Small-Mid Cap Multi-Manager

$ 37,664

.10

Class L

107

.10

Class N

106

.10

 

$ 37,877

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser or Sub-adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $145 for the period.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $70 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has voluntarily agreed to waive the Fund's management fee in an amount equal to .01% of the Fund's average net assets. During the period, this waiver reduced the Fund's management fee by $4,011.

The investment adviser has also contractually agreed to reimburse Small-Mid Cap Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Small-Mid Cap Multi-Manager

1.16%

$ 66,317

Class F

1.06%

2,170

Class L

1.16%

216

Class N

1.41%

219

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net realized gain

 

 

Small-Mid Cap Multi-Manager

$ 7,265,773

$ 7,432,529

Class F

233,738

77,256

Class L

22,236

12,241

Class N

21,959

12,206

Total

$ 7,543,706

$ 7,534,232

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

Annual Report

9. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Small-Mid Cap Multi-Manager

 

 

 

 

Shares sold

113,122

58,842

$ 1,444,927

$ 785,887

Reinvestment of distributions

642,246

574,917

7,265,773

7,432,529

Shares redeemed

(2,104,296)

(20,253)

(27,818,119)

(268,998)

Net increase (decrease)

(1,348,928)

613,506

$ (19,107,419)

$ 7,949,418

Class F

 

 

 

 

Shares sold

45,500

39,339

$ 572,509

$ 541,280

Reinvestment of distributions

20,962

5,950

233,738

77,256

Shares redeemed

(8,120)

(3,816)

(99,982)

(51,433)

Net increase (decrease)

58,342

41,473

$ 706,265

$ 567,103

Class L

 

 

 

 

Shares sold

-

7,003

$ -

$ 100,000

Reinvestment of distributions

1,989

941

22,236

12,241

Net increase (decrease)

1,989

7,944

$ 22,236

$ 112,241

Class N

 

 

 

 

Shares sold

-

7,003

$ -

$ 100,000

Reinvestment of distributions

1,964

938

21,959

12,206

Net increase (decrease)

1,964

7,941

$ 21,959

$ 112,206

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

10. 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.

At the end of the period, the investment adviser or its affiliates were the owners of record of 95% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Small-Mid Cap Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Small-Mid Cap Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Small-Mid Cap Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Small-Mid Cap Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class F

04/13/15

04/10/15

$0.228

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $5,699,004, or, if subsequently determined to be different, the net capital gain of such year.

Class F designates 6%, and 35% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class F designates 5% and 39% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Advisory Research, Inc. (ARI), Invesco Advisers, Inc. (Invesco), Kennedy Capital Management, Inc. (Kennedy Capital), Massachusetts Financial Services Company (MFS), Neuberger Berman Management LLC (Neuberger Berman), Pyramis Global Advisors, LLC (Pyramis), RS Investments Management Co. LLC (RS Investments), and Systematic Financial Management, L.P. (Systematic) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, ARI, Invesco, Kennedy Capital, MFS, Neuberger Berman, Pyramis, RS Investments, and Systematic (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Small-Mid Cap Multi-Manager Fund

amf220149

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the third quartile and that the fund had under-performed 67% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to voluntarily waive 0.01% of the management fee and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.15% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 1.16%, 1.16%, and 1.41%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.06% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Strategic Advisers Small-Mid Cap Multi-Manager Fund

amf220151

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each class were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee. The total expenses of Class F ranked above the median primarily due to small fund size, which resulted in higher expenses than other funds in the peer group.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board also considered that in 2014 Strategic Advisers had negotiated lower fee schedules with certain Sub-Advisers. The Board took into consideration Strategic Advisers' contractual reimbursement commitment.

Annual Report

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Multi-Manager Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement(s)) with each of The Boston Company Asset Management, LLC and Fisher Investments, Inc. (New Sub-Adviser(s)) for the fund.

The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information it believed relevant to the approval of the Sub-Advisory Agreement.

In considering whether to approve each Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of each Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under each Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve each Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within each New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of each New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of each New Sub-Adviser's investment staff, its use of technology, and the New Sub-Adviser's approach to managing and compensating investment personnel. The Board noted that each New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered each New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by each New Sub-Adviser under each Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of each New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

Based on its review, the Board concluded that the nature, extent, and quality of services that will be provided to the fund under each Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. In reviewing each Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to each New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.15% of the fund's average daily net assets and that the Sub-Advisory Agreements will not result in a change to the maximum aggregate annual management fee payable by the fund, the portion of the management fee retained by Strategic Advisers, if any, or Strategic Advisers' voluntary agreement to waive 0.01% of the management fee for the fund, which may be terminated by Strategic Advisers at any time. The Board considered that Strategic Advisers has contractually agreed to reimburse the retail class, Class L and Class N of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) as a percentage of net assets exceed 1.16%, 1.16% and 1.41%, respectively, through April 30, 2015. In addition, the Board noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.06% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve each Sub-Advisory Agreement.

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that each Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that each Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered and that each Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of each Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Advisory Research, Inc.

The Boston Company Asset
Management, LLC

Fisher Investments

Invesco Advisers, Inc.

Kennedy Capital Management, Inc.

Neuberger Berman Management LLC

Portolan Capital Management, LLC

Pyramis Global Advisors, LLC

RS Investment
Management Co. LLC

Systematic Financial Management, L.P.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

AMM-F-ANN-0415
1.951525.102
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers®
Small-Mid Cap Multi-Manager Fund - Class L and Class N

Annual Report

February 28, 2015amm1021


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals) to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

Class LB

5.89%

18.08%

Class NC

5.62%

17.94%

A From December 20, 2011.

B The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers® Small-Mid Cap Multi-Manager Fund, the original class of the fund.

C Class N shares bear a 0.25% 12b-1 fee. The initial offering of Class N shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers® Small-Mid Cap Multi-Manager Fund, the original class of the fund, which has no 12b-1 fee. Had Class N's 12b-1 fee been reflected, returns prior to November 12, 2013, would have been lower.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Small-Mid Cap Multi-Manager Fund - Class L on December 20, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2500® Index performed over the same period. See footnote B on the previous page for additional information regarding the performance of Class L.

amm1034

Annual Report


Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near its all-time high for the 12 months ending February 28, 2015, supported by low interest rates and the relative strength of the U.S. economy and dollar. The large-cap S&P 500® Index returned 15.51%. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® returned 16.58%, while the small-cap Russell 2000® Index returned 5.63%, rallying from early-period weakness amid growth and valuation worries. Among S&P 500® sectors, all except one notched a double-digit gain, led by health care (+24%), information technology (+22%) and consumer staples (+22%). Energy (-7%) was the sole sector to lose ground, reflecting a sharp drop in crude prices beginning midyear and attributed to weaker global demand and a U.S. supply boom. Volatility spiked to a three-year high in October amid concerns about economic growth and Ebola, as well as unrest in Syria, Iraq and Ukraine. Nevertheless, the index finished the period well above its mid-October nadir, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate, and consumer confidence that declined only slightly from its 11-year high reached in January.

Comments from Barry Golden, Portfolio Manager of Strategic Advisers® Small-Mid Cap Multi-Manager Fund: For the year, the Class L and Class N shares of Strategic Advisers® Small-Mid Cap Multi-Manager Fund (the Fund) returned 5.89% and 5.62%, respectively, trailing the 8.24% gain of the Russell 2500® Index. Relative to the benchmark, value-oriented sub-adviser Advisory Research detracted because it was positioned for rising interest rates and higher inflation, neither of which occurred during the period. As a result, this manager's underweighting in higher-yielding groups, along with an overweighting in energy, worked against its performance. RS Investment Management was another detractor, hampered by adverse stock selection in biotechnology, diversified financials and consumer discretionary. Massachusetts Financial Services' (MFS) small-cap focused aggressive-growth style suffered amid an early-period pullback in certain high-growth industries and stock groups. Later on, MFS was hurt by underweighting health care. On the plus side, sub-adviser The Boston Company - which was added during the period - was the top contributor, led by strong selections in retail, energy and technology hardware & equipment. Quality-focused growth manager Invesco Advisers was another contributor, aided by favorable positioning in biotech, combined with solid choices in consumer services and capital goods. We also added Fisher Investments during the period, and redeployed assets away from MFS.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds 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. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014 to February 28, 2015

Small-Mid Cap Multi-Manager

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.90

$ 5.86

HypotheticalA

 

$ 1,000.00

$ 1,019.04

$ 5.81

Class F

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.80

$ 5.35

HypotheticalA

 

$ 1,000.00

$ 1,019.54

$ 5.31

Class L

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.90

$ 5.86

HypotheticalA

 

$ 1,000.00

$ 1,019.04

$ 5.81

Class N

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.50

$ 7.12

HypotheticalA

 

$ 1,000.00

$ 1,017.80

$ 7.05

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

iShares Russell 2000 Growth Index ETF

1.9

0.0

PowerShares S&P SmallCap Financials Portfolio ETF

0.9

0.9

Voya Financial, Inc.

0.9

0.4

SVB Financial Group

0.8

0.2

Raymond James Financial, Inc.

0.7

0.5

Allison Transmission Holdings, Inc.

0.7

0.6

Allied World Assurance Co.

0.6

0.6

FNF Group

0.6

0.3

Euronet Worldwide, Inc.

0.6

0.4

Tribune Media Co. Class A

0.6

0.6

 

8.3

Top Five Market Sectors as of February 28, 2015

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.6

17.1

Financials

18.7

16.9

Industrials

14.8

14.8

Health Care

12.7

9.5

Consumer Discretionary

12.3

12.9

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

amm1036

Common Stocks 91.4%

 

amm1038

Common Stocks 89.6%

 

amm1040

Small Growth Funds 1.9%

 

amm1042

Small Growth Funds 0.0%

 

amm1044

Sector Funds 0.9%

 

amm1046

Sector Funds 0.9%

 

amm1048

Short-Term
Investments and
Net Other Assets (Liabilities) 5.8%

 

amm1050

Short-Term
Investments and
Net Other Assets (Liabilities) 9.5%

 

amm1052

Asset allocations of equity funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 91.4%

Shares

Value

CONSUMER DISCRETIONARY - 12.3%

Auto Components - 1.2%

BorgWarner, Inc.

360

$ 22,126

Dana Holding Corp.

4,990

109,032

Gentex Corp.

9,804

172,746

Remy International, Inc.

180

4,117

Tower International, Inc. (a)

1,290

34,920

Visteon Corp. (a)

560

56,297

 

399,238

Automobiles - 0.0%

Harley-Davidson, Inc.

180

11,443

Distributors - 0.4%

LKQ Corp. (a)

3,222

79,181

Pool Corp.

880

60,870

 

140,051

Diversified Consumer Services - 0.7%

Apollo Education Group, Inc. Class A (non-vtg.) (a)

1,890

52,259

Capella Education Co.

560

36,299

H&R Block, Inc.

2,232

76,223

LifeLock, Inc. (a)

5,916

82,706

 

247,487

Hotels, Restaurants & Leisure - 2.8%

BJ's Restaurants, Inc. (a)

1,068

55,771

Bloomin' Brands, Inc.

3,680

94,797

Brinker International, Inc.

876

52,087

Choice Hotels International, Inc.

930

59,027

Domino's Pizza, Inc.

529

53,709

Hyatt Hotels Corp. Class A (a)

1,535

92,929

Jack in the Box, Inc.

1,357

131,208

La Quinta Holdings, Inc.

3,100

68,851

Marriott Vacations Worldwide Corp.

770

58,566

Papa John's International, Inc.

620

38,341

Pinnacle Entertainment, Inc. (a)

1,517

39,048

Popeyes Louisiana Kitchen, Inc. (a)

650

39,007

Royal Caribbean Cruises Ltd.

530

40,503

Sonic Corp.

940

29,883

Starwood Hotels & Resorts Worldwide, Inc.

340

27,312

The Cheesecake Factory, Inc.

984

46,760

Wendy's Co.

3,525

39,092

 

966,891

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - 0.8%

D.R. Horton, Inc.

680

$ 18,571

Helen of Troy Ltd. (a)

402

30,801

iRobot Corp. (a)

1,973

64,813

M.D.C. Holdings, Inc.

2,850

77,463

Standard Pacific Corp. (a)

5,950

52,003

Toll Brothers, Inc. (a)

725

27,775

 

271,426

Internet & Catalog Retail - 0.2%

Shutterfly, Inc. (a)

1,061

50,939

Leisure Products - 0.5%

Brunswick Corp.

2,329

126,325

Polaris Industries, Inc.

245

37,566

 

163,891

Media - 1.6%

Cablevision Systems Corp. - NY Group Class A

1,115

20,940

Discovery Communications, Inc. Class A (a)

335

10,821

Gannett Co., Inc.

2,075

73,455

Gray Television, Inc. (a)

3,150

34,461

IMAX Corp. (a)

2,160

75,535

Lions Gate Entertainment Corp.

1,425

46,441

Media General, Inc. (a)

1,587

23,662

Starz Series A (a)

2,310

76,784

Tribune Media Co. Class A (a)

2,885

190,323

 

552,422

Specialty Retail - 3.3%

American Eagle Outfitters, Inc.

6,883

103,039

ANN, Inc. (a)

1,219

43,774

Cabela's, Inc. Class A (a)

160

8,710

CST Brands, Inc.

2,990

124,474

DSW, Inc. Class A

1,407

53,030

Express, Inc. (a)

3,333

46,062

Five Below, Inc. (a)

1,128

35,797

Foot Locker, Inc.

1,805

101,387

Group 1 Automotive, Inc.

1,248

101,512

Lithia Motors, Inc. Class A (sub. vtg.)

1,226

115,808

New York & Co., Inc. (a)

900

2,016

Office Depot, Inc. (a)

17,036

159,627

Outerwall, Inc.

541

34,905

Restoration Hardware Holdings, Inc. (a)

840

74,004

Ross Stores, Inc.

110

11,639

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Select Comfort Corp. (a)

400

$ 12,840

Signet Jewelers Ltd.

615

73,726

Vitamin Shoppe, Inc. (a)

634

26,882

Williams-Sonoma, Inc.

145

11,665

 

1,140,897

Textiles, Apparel & Luxury Goods - 0.8%

Carter's, Inc.

540

47,936

Crocs, Inc. (a)

770

8,586

Fossil Group, Inc. (a)

479

41,199

G-III Apparel Group Ltd. (a)

698

73,451

Hanesbrands, Inc.

495

63,132

Steven Madden Ltd. (a)

1,530

55,860

 

290,164

TOTAL CONSUMER DISCRETIONARY

4,234,849

CONSUMER STAPLES - 1.9%

Beverages - 0.2%

Boston Beer Co., Inc. Class A (a)

227

60,745

Food & Staples Retailing - 0.5%

Casey's General Stores, Inc.

697

61,162

Fresh Market, Inc. (a)

1,849

70,373

United Natural Foods, Inc. (a)

415

34,462

 

165,997

Food Products - 0.8%

B&G Foods, Inc. Class A

1,369

39,222

Cal-Maine Foods, Inc.

156

5,870

Ingredion, Inc.

180

14,798

Lancaster Colony Corp.

620

56,668

Pilgrims Pride Corp.

1,350

37,031

Pinnacle Foods, Inc.

3,410

123,783

 

277,372

Household Products - 0.4%

Energizer Holdings, Inc.

145

19,405

Spectrum Brands Holdings, Inc.

1,197

112,135

 

131,540

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.0%

Elizabeth Arden, Inc. (a)

450

$ 7,538

TOTAL CONSUMER STAPLES

643,192

ENERGY - 3.9%

Energy Equipment & Services - 1.0%

Atwood Oceanics, Inc.

760

23,568

Dril-Quip, Inc. (a)

767

55,730

Helmerich & Payne, Inc.

135

9,053

ION Geophysical Corp. (a)

2,800

6,384

McDermott International, Inc. (a)

1,150

2,875

Newpark Resources, Inc. (a)

4,210

39,869

Oceaneering International, Inc.

912

49,731

Patterson-UTI Energy, Inc.

1,108

20,703

Precision Drilling Corp.

10,430

63,493

SEACOR Holdings, Inc. (a)

746

54,092

Tesco Corp.

6

64

TETRA Technologies, Inc. (a)

2,000

11,940

 

337,502

Oil, Gas & Consumable Fuels - 2.9%

Abraxas Petroleum Corp. (a)

6,050

18,453

Carrizo Oil & Gas, Inc. (a)

2,812

133,823

Delek U.S. Holdings, Inc.

1,770

65,986

Diamondback Energy, Inc. (a)

490

34,893

Energen Corp.

1,372

88,686

GasLog Ltd.

725

14,348

Gulfport Energy Corp. (a)

1,450

66,425

Laredo Petroleum Holdings, Inc. (a)

1,710

20,400

Newfield Exploration Co. (a)

1,855

61,271

Oasis Petroleum, Inc. (a)

1,297

18,586

PBF Energy, Inc. Class A

2,300

71,691

Pioneer Natural Resources Co.

410

62,533

SemGroup Corp. Class A

592

45,768

Sunoco Logistics Partners, LP

1,606

82,837

Synergy Resources Corp. (a)

1,766

21,104

Tesoro Corp.

270

24,797

Tsakos Energy Navigation Ltd.

8,400

63,000

Ultra Petroleum Corp. (a)

2,073

33,728

Valero Energy Corp.

240

14,806

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Western Refining, Inc.

800

$ 37,680

Whiting Petroleum Corp. (a)

376

12,720

 

993,535

TOTAL ENERGY

1,331,037

FINANCIALS - 18.7%

Banks - 5.3%

BankUnited, Inc.

2,278

73,830

CIT Group, Inc.

3,735

172,744

City National Corp.

200

18,074

Columbia Banking Systems, Inc.

830

23,389

Comerica, Inc.

2,255

103,234

Cullen/Frost Bankers, Inc.

375

25,425

CVB Financial Corp.

1,320

20,658

East West Bancorp, Inc.

2,136

85,333

First Niagara Financial Group, Inc.

2,120

18,783

First Republic Bank

575

32,775

FirstMerit Corp.

1,981

35,955

Hancock Holding Co.

2,173

63,604

Home Bancshares, Inc.

1,441

45,608

Huntington Bancshares, Inc.

9,960

108,962

Investors Bancorp, Inc.

11,994

137,691

PacWest Bancorp

1,147

52,573

Pinnacle Financial Partners, Inc.

261

10,962

PrivateBancorp, Inc.

705

24,485

Prosperity Bancshares, Inc.

390

20,175

Regions Financial Corp.

2,000

19,220

SVB Financial Group (a)

2,334

286,849

Talmer Bancorp, Inc. Class A

1,163

16,433

TCF Financial Corp.

1,450

22,751

Texas Capital Bancshares, Inc. (a)

375

17,411

UMB Financial Corp.

1,389

71,589

Umpqua Holdings Corp.

5,159

85,330

United Community Bank, Inc.

4,025

76,556

Webster Financial Corp.

4,775

164,881

 

1,835,280

Capital Markets - 2.7%

Affiliated Managers Group, Inc. (a)

247

53,456

American Capital Ltd. (a)

5,025

73,365

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Ameriprise Financial, Inc.

215

$ 28,730

Ares Capital Corp.

2,878

49,789

E*TRADE Financial Corp. (a)

3,657

95,210

Eaton Vance Corp. (non-vtg.)

675

28,418

Janus Capital Group, Inc.

3,833

63,168

Lazard Ltd. Class A

1,850

94,128

Raymond James Financial, Inc.

4,205

240,232

Stifel Financial Corp. (a)

2,071

113,429

T. Rowe Price Group, Inc.

180

14,868

The Blackstone Group LP

700

26,222

Waddell & Reed Financial, Inc. Class A

280

13,849

WisdomTree Investments, Inc.

2,450

45,791

 

940,655

Consumer Finance - 0.8%

Ally Financial, Inc. (a)

4,135

85,925

Discover Financial Services

895

54,577

PRA Group, Inc. (a)

1,343

67,271

Santander Consumer U.S.A. Holdings, Inc.

1,075

24,220

SLM Corp.

3,390

32,103

 

264,096

Diversified Financial Services - 1.3%

Leucadia National Corp.

3,643

86,448

MarketAxess Holdings, Inc.

450

35,816

Voya Financial, Inc.

7,073

312,556

 

434,820

Insurance - 3.3%

Allied World Assurance Co.

5,060

204,677

American Equity Investment Life Holding Co.

2,168

61,766

American Financial Group, Inc.

413

26,019

AmTrust Financial Services, Inc.

1,246

67,159

Cincinnati Financial Corp.

455

24,006

CNO Financial Group, Inc.

6,098

99,153

FNF Group

5,429

199,353

FNFV Group (a)

2,160

32,162

HCC Insurance Holdings, Inc.

1,290

72,085

Lincoln National Corp.

1,425

82,137

Primerica, Inc.

350

18,459

Reinsurance Group of America, Inc.

443

39,564

Torchmark Corp.

425

22,631

Unum Group

500

16,780

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

White Mountains Insurance Group Ltd.

185

$ 123,423

XL Group PLC Class A

1,325

47,965

 

1,137,339

Real Estate Investment Trusts - 3.7%

American Residential Properties, Inc. (a)

1,240

21,502

Ashford Hospitality Trust, Inc.

1,553

16,539

BioMed Realty Trust, Inc.

6,255

139,111

Brandywine Realty Trust (SBI)

1,450

22,983

CBL & Associates Properties, Inc.

2,500

50,050

Chesapeake Lodging Trust

1,229

43,703

Corporate Office Properties Trust (SBI)

1,276

37,514

Corrections Corp. of America

1,568

62,548

Cousins Properties, Inc.

3,183

34,154

DuPont Fabros Technology, Inc.

3,325

104,106

Essex Property Trust, Inc.

65

14,458

Extra Space Storage, Inc.

650

42,757

Hersha Hospitality Trust

4,620

31,000

iStar Financial, Inc. (a)

4,490

59,493

Kite Realty Group Trust

2,337

66,184

Liberty Property Trust (SBI)

3,365

125,245

Medical Properties Trust, Inc.

4,608

69,765

Mid-America Apartment Communities, Inc.

811

58,773

National Retail Properties, Inc.

530

21,327

Physicians Realty Trust

1,700

27,965

Prologis, Inc.

280

11,959

Ryman Hospitality Properties, Inc.

1,440

86,544

Strategic Hotel & Resorts, Inc. (a)

2,965

38,901

Sunstone Hotel Investors, Inc.

3,521

61,441

Weyerhaeuser Co.

780

27,386

 

1,275,408

Real Estate Management & Development - 1.3%

Alexander & Baldwin, Inc.

3,585

144,942

CBRE Group, Inc. (a)

3,650

125,049

Jones Lang LaSalle, Inc.

365

58,856

Realogy Holdings Corp. (a)

2,750

126,500

 

455,347

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Thrifts & Mortgage Finance - 0.3%

BofI Holding, Inc. (a)

520

$ 45,968

EverBank Financial Corp.

3,880

69,762

 

115,730

TOTAL FINANCIALS

6,458,675

HEALTH CARE - 12.7%

Biotechnology - 1.3%

Alnylam Pharmaceuticals, Inc. (a)

593

60,207

Enanta Pharmaceuticals, Inc. (a)

663

23,749

Exact Sciences Corp. (a)

3,080

69,208

Incyte Corp. (a)

1,056

90,658

Ligand Pharmaceuticals, Inc. Class B (a)

1,440

79,301

Neurocrine Biosciences, Inc. (a)

1,258

49,125

Repligen Corp. (a)

1,366

35,120

Seattle Genetics, Inc. (a)

1,131

40,999

 

448,367

Health Care Equipment & Supplies - 3.5%

Accuray, Inc. (a)

1,600

14,368

Alere, Inc. (a)

1,428

64,931

Analogic Corp.

232

20,105

DexCom, Inc. (a)

1,210

73,495

Globus Medical, Inc. (a)

3,269

79,371

Halyard Health, Inc. (a)

1,235

56,859

HeartWare International, Inc. (a)

880

75,002

Hill-Rom Holdings, Inc.

195

9,344

Hologic, Inc. (a)

2,700

87,426

IDEXX Laboratories, Inc. (a)

461

72,299

NuVasive, Inc. (a)

2,505

114,604

Sirona Dental Systems, Inc. (a)

1,178

106,986

St. Jude Medical, Inc.

375

25,005

Steris Corp.

2,602

167,881

The Cooper Companies, Inc.

180

29,515

Thoratec Corp. (a)

1,048

42,675

West Pharmaceutical Services, Inc.

2,158

118,086

Zimmer Holdings, Inc.

280

33,709

 

1,191,661

Health Care Providers & Services - 4.2%

Air Methods Corp. (a)

876

46,419

AMN Healthcare Services, Inc. (a)

575

12,972

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Brookdale Senior Living, Inc. (a)

3,005

$ 112,718

Catamaran Corp. (a)

635

31,702

Centene Corp. (a)

1,020

62,689

Chemed Corp.

650

75,712

Community Health Systems, Inc. (a)

1,234

59,874

Community Health Systems, Inc. rights 1/27/16 (a)

5,163

119

Envision Healthcare Holdings, Inc. (a)

1,422

52,074

ExamWorks Group, Inc. (a)

3,189

128,836

HealthSouth Corp.

3,775

164,062

Henry Schein, Inc. (a)

225

31,511

Kindred Healthcare, Inc.

2,600

55,172

Laboratory Corp. of America Holdings (a)

365

44,906

MEDNAX, Inc. (a)

1,120

80,046

Premier, Inc. (a)

1,310

48,025

Select Medical Holdings Corp.

3,583

48,585

Tenet Healthcare Corp. (a)

1,510

69,913

Universal Health Services, Inc. Class B

1,365

154,723

VCA, Inc. (a)

3,284

174,972

 

1,455,030

Health Care Technology - 0.2%

Allscripts Healthcare Solutions, Inc. (a)

1,860

22,329

HMS Holdings Corp. (a)

1,017

17,838

MedAssets, Inc. (a)

1,325

25,453

 

65,620

Life Sciences Tools & Services - 1.7%

Affymetrix, Inc. (a)

2,283

26,711

Bio-Techne Corp.

557

54,324

Cambrex Corp. (a)

380

13,015

Charles River Laboratories International, Inc. (a)

1,115

85,487

ICON PLC (a)

1,229

84,813

PAREXEL International Corp. (a)

2,561

165,082

PerkinElmer, Inc.

1,842

86,574

Quintiles Transnational Holdings, Inc. (a)

495

32,165

Waters Corp. (a)

327

39,364

 

587,535

Pharmaceuticals - 1.8%

Catalent, Inc. (a)

1,828

51,129

GW Pharmaceuticals PLC ADR (a)

771

62,389

Horizon Pharma PLC (a)

2,807

57,628

Jazz Pharmaceuticals PLC (a)

954

162,266

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Lannett Co., Inc. (a)

385

$ 24,024

Nektar Therapeutics (a)

3,928

51,339

Pacira Pharmaceuticals, Inc. (a)

1,116

128,083

Perrigo Co. PLC

125

19,309

Salix Pharmaceuticals Ltd. (a)

360

56,592

 

612,759

TOTAL HEALTH CARE

4,360,972

INDUSTRIALS - 14.8%

Aerospace & Defense - 2.0%

AeroVironment, Inc. (a)

300

8,223

BE Aerospace, Inc.

225

14,297

HEICO Corp. Class A

1,577

71,974

Hexcel Corp.

3,280

156,062

Huntington Ingalls Industries, Inc.

175

24,733

KEYW Holding Corp. (a)

1,375

12,004

KLX, Inc. (a)

112

4,473

Orbital ATK, Inc.

2

133

Spirit AeroSystems Holdings, Inc. Class A (a)

2,345

115,397

Teledyne Technologies, Inc. (a)

1,104

111,316

Textron, Inc.

540

23,927

TransDigm Group, Inc.

452

98,021

Triumph Group, Inc.

615

36,771

 

677,331

Air Freight & Logistics - 0.2%

Forward Air Corp.

1,153

61,686

Airlines - 0.5%

Allegiant Travel Co.

543

99,706

JetBlue Airways Corp. (a)

3,830

65,838

 

165,544

Building Products - 0.9%

A.O. Smith Corp.

2,367

149,192

Armstrong World Industries, Inc. (a)

685

38,244

Continental Building Products, Inc. (a)

1,625

33,898

Owens Corning

2,190

86,855

Universal Forest Products, Inc.

265

14,323

 

322,512

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 1.5%

Clean Harbors, Inc. (a)

430

$ 23,947

Covanta Holding Corp.

1,350

29,255

Herman Miller, Inc.

550

17,034

Interface, Inc.

2,781

56,148

Knoll, Inc.

2,560

54,349

Pitney Bowes, Inc.

2,604

60,335

Ritchie Brothers Auctioneers, Inc.

2,090

52,626

Steelcase, Inc. Class A

9,098

170,315

Tetra Tech, Inc.

1,605

40,815

 

504,824

Construction & Engineering - 0.3%

KBR, Inc.

1,520

24,761

MasTec, Inc. (a)

1,445

31,891

Quanta Services, Inc. (a)

1,820

52,380

 

109,032

Electrical Equipment - 1.1%

Acuity Brands, Inc.

503

79,715

AZZ, Inc.

324

14,716

Encore Wire Corp.

2,195

81,852

Generac Holdings, Inc. (a)

2,239

110,360

Regal-Beloit Corp.

1,015

79,109

Rockwell Automation, Inc.

150

17,556

 

383,308

Industrial Conglomerates - 0.2%

Carlisle Companies, Inc.

682

63,474

Machinery - 4.2%

Allison Transmission Holdings, Inc.

7,115

226,399

Chart Industries, Inc. (a)

232

8,106

CLARCOR, Inc.

1,034

68,048

Crane Co.

764

51,058

Flowserve Corp.

662

41,130

Harsco Corp.

760

12,532

IDEX Corp.

601

46,433

ITT Corp.

4,388

180,215

Lincoln Electric Holdings, Inc.

1,528

105,493

Manitowoc Co., Inc.

900

19,917

Meritor, Inc. (a)

1,150

16,434

Middleby Corp. (a)

429

45,736

Oshkosh Corp.

2,990

145,882

Parker Hannifin Corp.

67

8,220

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Rexnord Corp. (a)

1,488

$ 41,024

Terex Corp.

565

15,487

Trinity Industries, Inc.

4,670

157,005

Twin Disc, Inc.

530

9,747

WABCO Holdings, Inc. (a)

601

70,215

Wabtec Corp.

1,507

142,999

Woodward, Inc.

942

45,734

 

1,457,814

Marine - 0.3%

Danaos Corp. (a)

850

5,347

Kirby Corp. (a)

1,263

97,352

 

102,699

Professional Services - 1.1%

Equifax, Inc.

309

28,851

FTI Consulting, Inc. (a)

350

12,905

Huron Consulting Group, Inc. (a)

700

46,655

Korn/Ferry International (a)

1,700

52,020

On Assignment, Inc. (a)

1,710

65,339

Robert Half International, Inc.

820

50,807

Towers Watson & Co.

655

86,133

TrueBlue, Inc. (a)

1,300

29,913

 

372,623

Road & Rail - 1.4%

AMERCO

340

111,119

Con-way, Inc.

2,030

89,665

J.B. Hunt Transport Services, Inc.

241

20,606

Kansas City Southern

200

23,168

Knight Transportation, Inc.

2,328

76,964

Old Dominion Freight Lines, Inc. (a)

995

77,729

Ryder System, Inc.

280

26,317

Swift Transporation Co. (a)

2,449

69,258

 

494,826

Trading Companies & Distributors - 1.1%

AerCap Holdings NV (a)

2,420

107,690

GATX Corp.

1,760

109,560

MSC Industrial Direct Co., Inc. Class A

275

20,072

United Rentals, Inc. (a)

444

41,319

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Watsco, Inc.

535

$ 62,723

WESCO International, Inc. (a)

636

44,157

 

385,521

TOTAL INDUSTRIALS

5,101,194

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 1.8%

Arris Group, Inc. (a)

5,208

153,011

Aviat Networks, Inc. (a)

750

953

Brocade Communications Systems, Inc.

4,975

61,640

Ceragon Networks Ltd. (a)

1,350

1,620

Ciena Corp. (a)

7,525

157,423

Finisar Corp. (a)

2,559

53,765

Infinera Corp. (a)

4,259

72,616

JDS Uniphase Corp. (a)

7,210

99,282

Riverbed Technology, Inc. (a)

1,181

24,730

 

625,040

Electronic Equipment & Components - 4.8%

Arrow Electronics, Inc. (a)

1,700

105,332

Avnet, Inc.

1,720

78,793

CDW Corp.

2,585

97,274

Cognex Corp. (a)

2,357

105,334

Dolby Laboratories, Inc. Class A

320

12,950

FEI Co.

611

48,263

FLIR Systems, Inc.

3,664

118,274

II-VI, Inc. (a)

980

17,140

Ingram Micro, Inc. Class A (a)

2,510

62,022

InvenSense, Inc. (a)

963

16,053

IPG Photonics Corp. (a)

1,763

169,072

Itron, Inc. (a)

440

16,051

Jabil Circuit, Inc.

1,080

23,728

Keysight Technologies, Inc. (a)

1,896

71,176

Littelfuse, Inc.

390

39,125

Maxwell Technologies, Inc. (a)

840

6,334

Mercury Systems, Inc. (a)

1,400

23,828

Methode Electronics, Inc. Class A

902

35,079

National Instruments Corp.

1,351

42,070

OSI Systems, Inc. (a)

925

67,035

Plexus Corp. (a)

850

34,213

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Rogers Corp. (a)

635

$ 49,708

ScanSource, Inc. (a)

1,151

41,850

SYNNEX Corp.

1,999

152,424

Tech Data Corp. (a)

2,050

121,975

Trimble Navigation Ltd. (a)

1,784

46,634

Universal Display Corp. (a)

1,802

61,971

 

1,663,708

Internet Software & Services - 2.0%

AOL, Inc. (a)

940

38,108

Bankrate, Inc. (a)

1,090

13,908

Constant Contact, Inc. (a)

2,164

89,438

CoStar Group, Inc. (a)

555

110,534

DealerTrack Holdings, Inc. (a)

4,154

165,205

HomeAway, Inc. (a)

1,405

43,548

LogMeIn, Inc. (a)

2,510

132,277

Rackspace Hosting, Inc. (a)

1,660

82,452

 

675,470

IT Services - 2.4%

Acxiom Corp. (a)

1,030

20,600

Amdocs Ltd.

775

40,688

Booz Allen Hamilton Holding Corp. Class A

4,191

124,724

Cardtronics, Inc. (a)

459

16,795

Convergys Corp.

560

12,516

CoreLogic, Inc. (a)

4,790

159,699

DST Systems, Inc.

200

21,258

EPAM Systems, Inc. (a)

1,221

75,311

Euronet Worldwide, Inc. (a)

3,457

195,321

Fidelity National Information Services, Inc.

450

30,416

Genpact Ltd. (a)

980

21,776

Heartland Payment Systems, Inc.

1,260

61,778

MoneyGram International, Inc. (a)

940

7,985

Total System Services, Inc.

905

34,571

VeriFone Systems, Inc. (a)

430

15,132

 

838,570

Semiconductors & Semiconductor Equipment - 3.0%

Atmel Corp.

6,828

56,946

Cavium, Inc. (a)

981

67,189

Ceva, Inc. (a)

450

8,960

FormFactor, Inc. (a)

1,550

15,221

Freescale Semiconductor, Inc. (a)

890

32,138

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Integrated Device Technology, Inc. (a)

3,150

$ 65,016

Lam Research Corp.

230

18,966

Lattice Semiconductor Corp. (a)

2,195

14,750

M/A-COM Technology Solutions Holdings, Inc. (a)

1,833

61,809

Mellanox Technologies Ltd. (a)

1,705

81,226

Microsemi Corp. (a)

2,002

64,544

MKS Instruments, Inc.

1,150

40,664

Monolithic Power Systems, Inc.

1,104

58,214

PMC-Sierra, Inc. (a)

1,660

15,770

Power Integrations, Inc.

1,025

56,232

Rambus, Inc. (a)

2,250

27,000

Rudolph Technologies, Inc. (a)

500

6,165

Silicon Laboratories, Inc. (a)

1,020

51,653

Skyworks Solutions, Inc.

1,200

105,300

Spansion, Inc. Class A (a)

560

20,205

Synaptics, Inc. (a)

265

22,777

Teradyne, Inc.

2,618

50,580

Ultratech, Inc. (a)

1,440

25,978

Veeco Instruments, Inc. (a)

2,535

77,292

 

1,044,595

Software - 5.1%

Aspen Technology, Inc. (a)

2,229

86,051

Autodesk, Inc. (a)

440

28,266

Barracuda Networks, Inc. (a)

980

37,328

CA Technologies, Inc.

455

14,797

Cadence Design Systems, Inc. (a)

4,190

76,907

CommVault Systems, Inc. (a)

619

29,879

Comverse, Inc. (a)

675

12,110

Covisint Corp. (a)

2,350

5,875

Electronic Arts, Inc. (a)

1,845

105,497

Fortinet, Inc. (a)

1,594

53,574

Gigamon, Inc. (a)

550

11,033

Guidewire Software, Inc. (a)

1,122

62,451

Infoblox, Inc. (a)

5,049

117,389

Informatica Corp. (a)

446

19,153

Interactive Intelligence Group, Inc. (a)

904

38,366

Manhattan Associates, Inc. (a)

3,161

157,576

Mentor Graphics Corp.

3,172

74,415

MicroStrategy, Inc. Class A (a)

360

64,202

Nuance Communications, Inc. (a)

1,680

24,024

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Parametric Technology Corp. (a)

2,480

$ 85,944

Qlik Technologies, Inc. (a)

1,810

58,716

Qualys, Inc. (a)

1,356

62,417

Rovi Corp. (a)

1,630

40,554

SeaChange International, Inc. (a)

1,680

12,684

Silver Spring Networks, Inc. (a)

1,100

10,824

SolarWinds, Inc. (a)

1,144

58,035

Solera Holdings, Inc.

1,284

71,570

Synchronoss Technologies, Inc. (a)

1,161

51,386

Synopsys, Inc. (a)

1,047

48,591

Ultimate Software Group, Inc. (a)

681

112,123

Verint Systems, Inc. (a)

1,875

114,141

 

1,745,878

Technology Hardware, Storage & Peripherals - 0.5%

Cray, Inc. (a)

1,888

56,395

Electronics for Imaging, Inc. (a)

1,387

56,312

NCR Corp. (a)

1,681

49,438

Quantum Corp. (a)

2,600

4,238

SanDisk Corp.

85

6,794

 

173,177

TOTAL INFORMATION TECHNOLOGY

6,766,438

MATERIALS - 4.9%

Chemicals - 2.5%

Ashland, Inc.

409

52,197

Celanese Corp. Class A

1,345

76,813

Chemtura Corp. (a)

4,055

106,444

Cytec Industries, Inc.

400

21,012

FMC Corp.

738

46,797

Intrepid Potash, Inc. (a)

5,260

74,271

LSB Industries, Inc. (a)

2,777

104,360

Methanex Corp.

969

52,702

Olin Corp.

850

23,834

PolyOne Corp.

3,009

119,578

Quaker Chemical Corp.

600

48,708

The Scotts Miracle-Gro Co. Class A

465

30,462

Tronox Ltd. Class A

1,365

29,539

Valspar Corp.

785

68,020

 

854,737

Common Stocks - continued

Shares

Value

MATERIALS - continued

Construction Materials - 0.2%

Headwaters, Inc. (a)

730

$ 11,987

Martin Marietta Materials, Inc.

413

58,782

 

70,769

Containers & Packaging - 1.1%

Avery Dennison Corp.

670

35,879

Berry Plastics Group, Inc. (a)

2,996

102,793

Crown Holdings, Inc. (a)

1,135

60,155

Rock-Tenn Co. Class A

2,548

174,895

Sealed Air Corp.

350

16,496

 

390,218

Metals & Mining - 1.0%

AuRico Gold, Inc.

9,624

33,951

Carpenter Technology Corp.

735

31,135

Cliffs Natural Resources, Inc.

550

3,762

New Gold, Inc. (a)

17,506

67,078

Nucor Corp.

230

10,817

Royal Gold, Inc.

390

28,119

Steel Dynamics, Inc.

3,410

62,130

United States Steel Corp.

2,950

70,653

Yamana Gold, Inc.

12,401

52,675

 

360,320

Paper & Forest Products - 0.1%

Boise Cascade Co. (a)

715

25,461

TOTAL MATERIALS

1,701,505

TELECOMMUNICATION SERVICES - 0.8%

Diversified Telecommunication Services - 0.4%

Frontier Communications Corp.

3,375

26,933

Level 3 Communications, Inc. (a)

1,070

57,630

Zayo Group Holdings, Inc.

1,890

55,301

 

139,864

Wireless Telecommunication Services - 0.4%

SBA Communications Corp. Class A (a)

886

110,493

Telephone & Data Systems, Inc.

300

7,632

U.S. Cellular Corp. (a)

210

7,965

 

126,090

TOTAL TELECOMMUNICATION SERVICES

265,954

Common Stocks - continued

Shares

Value

UTILITIES - 1.8%

Electric Utilities - 0.7%

Great Plains Energy, Inc.

1,895

$ 50,426

ITC Holdings Corp.

1,531

59,296

Portland General Electric Co.

725

27,035

UIL Holdings Corp.

1,281

64,755

Westar Energy, Inc.

1,350

52,448

 

253,960

Gas Utilities - 0.3%

Atmos Energy Corp.

1,690

89,638

Independent Power and Renewable Electricity Producers - 0.6%

Atlantic Power Corp.

1,550

4,476

Dynegy, Inc. (a)

4,050

112,874

NRG Energy, Inc.

2,188

52,468

Ormat Technologies, Inc.

680

23,188

 

193,006

Multi-Utilities - 0.2%

Ameren Corp.

1,805

76,550

TOTAL UTILITIES

613,154

TOTAL COMMON STOCKS

(Cost $24,649,441)


31,476,970

Equity Funds - 2.8%

 

 

 

 

Sector Funds - 0.9%

PowerShares S&P SmallCap Financials Portfolio ETF

7,690

317,213

Small Growth Funds - 1.9%

iShares Russell 2000 Growth Index ETF

4,396

655,663

TOTAL EQUITY FUNDS

(Cost $880,216)


972,876

U.S. Treasury Obligations - 0.2%

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 3/19/15 to 4/16/15 (c)
(Cost $59,999)

$ 60,000


59,999

Money Market Funds - 6.0%

Shares

Value

SSgA U.S. Treasury Money Market Fund, 0% (b)
(Cost $2,063,180)

2,063,180

$ 2,063,180

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $27,652,836)

34,573,025

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(129,158)

NET ASSETS - 100%

$ 34,443,867

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

3 CME E-mini S&P MidCap 400 Index Contracts (United States)

March 2015

$ 451,380

$ 28,650

4 ICE Russell 2000 Index Contracts (United States)

March 2015

492,640

29,708

TOTAL EQUITY INDEX CONTRACTS

$ 944,020

$ 58,358

 

The face value of futures purchased as a percentage of net assets is 2.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,573,644.

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $55,000.

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,234,849

$ 4,234,849

$ -

$ -

Consumer Staples

643,192

643,192

-

-

Energy

1,331,037

1,331,037

-

-

Financials

6,458,675

6,458,675

-

-

Health Care

4,360,972

4,360,972

-

-

Industrials

5,101,194

5,101,194

-

-

Information Technology

6,766,438

6,766,438

-

-

Materials

1,701,505

1,701,505

-

-

Telecommunication Services

265,954

265,954

-

-

Utilities

613,154

613,154

-

-

Equity Funds

972,876

972,876

-

-

U.S. Treasury Obligations

59,999

-

59,999

-

Money Market Funds

2,063,180

2,063,180

-

-

Total Investments in Securities:

$ 34,573,025

$ 34,513,026

$ 59,999

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 58,358

$ 58,358

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 58,358

$ -

Total Value of Derivatives

$ 58,358

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $27,652,836)

 

$ 34,573,025

Receivable for investments sold

164,889

Receivable for fund shares sold

3,377

Dividends receivable

17,317

Prepaid expenses

31

Receivable from investment adviser for expense reductions

2,100

Other receivables

201

Total assets

34,760,940

 

 

 

Liabilities

Payable to custodian bank

$ 4,479

Payable for investments purchased

215,357

Payable for fund shares redeemed

11,722

Accrued management fee

21,552

Distribution and service plan fees payable

23

Payable for daily variation margin for derivative instruments

4,360

Audit fee payable

36,318

Custody fee payable

19,403

Other affiliated payables

3,655

Other payables and accrued expenses

204

Total liabilities

317,073

 

 

 

Net Assets

$ 34,443,867

Net Assets consist of:

 

Paid in capital

$ 26,925,195

Accumulated net investment loss

(200)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

540,328

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

6,978,544

Net Assets

$ 34,443,867

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Small-Mid Cap Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($32,904,339 ÷ 2,887,050 shares)

$ 11.40

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($1,313,688 ÷ 115,028 shares)

$ 11.42

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($113,101 ÷ 9,933 shares)

$ 11.39

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($112,739 ÷ 9,905 shares)

$ 11.38

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 347,923

Interest

 

7

Total income

 

347,930

 

 

 

Expenses

Management fee

$ 312,620

Transfer agent fees

37,877

Distribution and service plan fees

266

Accounting fees and expenses

15,607

Custodian fees and expenses

78,788

Independent trustees' compensation

476

Registration fees

38,107

Audit

52,600

Legal

553

Miscellaneous

1,010

Total expenses before reductions

537,904

Expense reductions

(72,933)

464,971

Net investment income (loss)

(117,041)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,481,921

Foreign currency transactions

2,881

Futures contracts

225,321

Total net realized gain (loss)

 

6,710,123

Change in net unrealized appreciation (depreciation) on:

Investment securities

(4,123,569)

Assets and liabilities in foreign currencies

(4,482)

Futures contracts

(116,867)

Total change in net unrealized appreciation (depreciation)

 

(4,244,918)

Net gain (loss)

2,465,205

Net increase (decrease) in net assets resulting from operations

$ 2,348,164

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (117,041)

$ (98,117)

Net realized gain (loss)

6,710,123

8,234,010

Change in net unrealized appreciation (depreciation)

(4,244,918)

4,105,200

Net increase (decrease) in net assets resulting
from operations

2,348,164

12,241,093

Distributions to shareholders from net realized gain

(7,543,706)

(7,534,232)

Share transactions - net increase (decrease)

(18,356,959)

8,740,968

Redemption fees

418

359

Total increase (decrease) in net assets

(23,552,083)

13,448,188

 

 

 

Net Assets

Beginning of period

57,995,950

44,547,762

End of period (including accumulated net investment loss of $200 and accumulated net investment loss of $79, respectively)

$ 34,443,867

$ 57,995,950

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Small-Mid Cap Multi-Manager

Years ended February 28,

2015

2014

2013

2012E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 13.46

$ 12.25

$ 11.24

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  (.04)

  (.03)

  .04

  - I

Net realized and unrealized gain (loss)

  .70

  3.24

  1.30

  1.25

Total from investment operations

  .66

  3.21

  1.34

  1.25

Distributions from net investment income

  -

  -

  (.04) F

  -

Distributions from net realized gain

  (2.72)

  (2.00)

  (.30) F

  (.01)F

Total distributions

  (2.72)

  (2.00)

  (.33) J

  (.01)

Redemption fees added to paid in capital D

  - I

  - I

  - I

  -

Net asset value, end of period

$ 11.40

$ 13.46

$ 12.25

$ 11.24

Total ReturnB, C

  5.88%

  27.21%

  12.26%

  12.46%

Ratios to Average Net Assets G

 

 

 

 

Expenses before reductions

  1.34%

  1.25%

  1.16%

  1.58%A

Expenses net of fee waivers, if any

  1.16%

  1.16%

  1.16%

  1.16%A

Expenses net of all reductions

  1.16%

  1.16%

  1.16%

  1.16%A

Net investment income (loss)

  (.29)%

  (.19)%

  .35%

  (.19)%A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 32,904

$ 57,019

$ 44,361

$ 39,375

Portfolio turnover rateH

  85%

  117%

  66%

  11% K

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 20, 2011 (commencement of operations) to February 29, 2012.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

I Amount represents less than $.01 per share.

J Total distributions of $.33 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.296 per share.

K Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 13.47

$ 12.25

$ 11.49

Income from Investment Operations

 

 

 

Net investment income (loss) D

  (.02)

  (.01)

  .01

Net realized and unrealized gain (loss)

  .69

  3.24

  .91

Total from investment operations

  .67

  3.23

  .92

Distributions from net investment income

  -

  -

  (.04)F

Distributions from net realized gain

  (2.72)

  (2.01)

  (.12)F

Total distributions

  (2.72)

  (2.01)

  (.16)

Redemption fees added to paid in capital D,I

  -

  -

  -

Net asset value, end of period

$ 11.42

$ 13.47

$ 12.25

Total ReturnB, C

  5.95%

  27.40%

  8.11%

Ratios to Average Net Assets G

 

 

 

Expenses before reductions

  1.29%

  1.24%

  1.11%A

Expenses net of fee waivers, if any

  1.06%

  1.06%

  1.06%A

Expenses net of all reductions

  1.06%

  1.05%

  1.06%A

Net investment income (loss)

  (.19)%

  (.09)%

  .38%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,314

$ 763

$ 186

Portfolio turnover rateH

  85%

  117%

  66%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 13.45

$ 14.28

Income from Investment Operations

 

 

Net investment income (loss) D

  (.04)

  (.01)

Net realized and unrealized gain (loss)

  .70

  .93

Total from investment operations

  .66

  .92

Distributions from net realized gain

  (2.72)

  (1.75)

Redemption fees added to paid in capital D,H

  -

  -

Net asset value, end of period

$ 11.39

$ 13.45

Total ReturnB, C

  5.89%

  6.84%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.37%

  1.54%A

Expenses net of fee waivers, if any

  1.16%

  1.16%A

Expenses net of all reductions

  1.16%

  1.16%A

Net investment income (loss)

  (.29)%

  (.17)%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rateG

  85%

  117%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 13.44

$ 14.28

Income from Investment Operations

 

 

Net investment income (loss) D

  (.07)

  (.02)

Net realized and unrealized gain (loss)

  .70

  .92

Total from investment operations

  .63

  .90

Distributions from net realized gain

  (2.69)

  (1.74)

Redemption fees added to paid in capital D,H

  -

  -

Net asset value, end of period

$ 11.38

$ 13.44

Total ReturnB, C

  5.62%

  6.73%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.62%

  1.81%A

Expenses net of fee waivers, if any

  1.41%

  1.41%A

Expenses net of all reductions

  1.41%

  1.41%A

Net investment income (loss)

  (.54)%

  (.42)%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 113

$ 107

Portfolio turnover rateG

  85%

  117%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Small-Mid Cap Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Small-Mid Cap Multi-Manager, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers, Inc. (Strategic Advisers) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Valuation - continued

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:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, net operating losses and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 7,574,816

Gross unrealized depreciation

(741,973)

Net unrealized appreciation (depreciation) on securities

$ 6,832,843

 

 

Tax Cost

$ 27,740,182

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 53,042

Undistributed long-term capital gain

$ 632,991

Net unrealized appreciation (depreciation) on securities and other investments

$ 6,832,840

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,356,523

$ 2,217,199

Long-term Capital Gains

6,187,183

5,317,033

Total

$ 7,543,706

$ 7,534,232

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

Annual Report

3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $225,321 and a change in net unrealized appreciation (depreciation) of $(116,867) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $31,782,996 and $55,232,258, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.15% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .78% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. Advisory Research, Inc., Fisher Investments, Invesco Advisers, Inc., Kennedy Capital Management, Inc., Massachusetts Financial Services Company (MFS) (through October 31, 2014), Neuberger Berman Management, LLC, RS Investment Management Co. LLC, Systematic Financial Management, L.P. and The Boston Company Asset Management, LLC each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Pyramis Global Advisors, LLC (Pyramis), an affiliate of the investment adviser, has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, Pyramis has not been allocated any portion of the Fund's assets. Pyramis in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

In March 2015, the Board of Trustees approved the appointment of Portolan Capital Management, LLC (Portolan) as an additional sub-adviser for the Fund. Subsequent to period end, Portolan was allocated a portion of the Fund's assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 266

$ 266

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Small-Mid Cap Multi-Manager

$ 37,664

.10

Class L

107

.10

Class N

106

.10

 

$ 37,877

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser or Sub-adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $145 for the period.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $70 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has voluntarily agreed to waive the Fund's management fee in an amount equal to .01% of the Fund's average net assets. During the period, this waiver reduced the Fund's management fee by $4,011.

The investment adviser has also contractually agreed to reimburse Small-Mid Cap Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Small-Mid Cap Multi-Manager

1.16%

$ 66,317

Class F

1.06%

2,170

Class L

1.16%

216

Class N

1.41%

219

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014A

From net realized gain

 

 

Small-Mid Cap Multi-Manager

$ 7,265,773

$ 7,432,529

Class F

233,738

77,256

Class L

22,236

12,241

Class N

21,959

12,206

Total

$ 7,543,706

$ 7,534,232

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

Annual Report

9. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014A

2015

2014A

Small-Mid Cap Multi-Manager

 

 

 

 

Shares sold

113,122

58,842

$ 1,444,927

$ 785,887

Reinvestment of distributions

642,246

574,917

7,265,773

7,432,529

Shares redeemed

(2,104,296)

(20,253)

(27,818,119)

(268,998)

Net increase (decrease)

(1,348,928)

613,506

$ (19,107,419)

$ 7,949,418

Class F

 

 

 

 

Shares sold

45,500

39,339

$ 572,509

$ 541,280

Reinvestment of distributions

20,962

5,950

233,738

77,256

Shares redeemed

(8,120)

(3,816)

(99,982)

(51,433)

Net increase (decrease)

58,342

41,473

$ 706,265

$ 567,103

Class L

 

 

 

 

Shares sold

-

7,003

$ -

$ 100,000

Reinvestment of distributions

1,989

941

22,236

12,241

Net increase (decrease)

1,989

7,944

$ 22,236

$ 112,241

Class N

 

 

 

 

Shares sold

-

7,003

$ -

$ 100,000

Reinvestment of distributions

1,964

938

21,959

12,206

Net increase (decrease)

1,964

7,941

$ 21,959

$ 112,206

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

10. 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.

At the end of the period, the investment adviser or its affiliates were the owners of record of 95% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Small-Mid Cap Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Small-Mid Cap Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Small-Mid Cap Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Small-Mid Cap Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class L

04/13/15

04/10/15

$0.228

Class N

04/13/15

04/10/15

$0.224

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28 2015, $5,699,004, or, if subsequently determined to be different, the net capital gain of such year.

Class L designates 6%, and 35%; and Class N designates 6%, and 39% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class L designates 5% and 39%; and Class N designates 5%, and 43% of the dividends distributed in April, 2014 and December, 2014, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Advisory Research, Inc. (ARI), Invesco Advisers, Inc. (Invesco), Kennedy Capital Management, Inc. (Kennedy Capital), Massachusetts Financial Services Company (MFS), Neuberger Berman Management LLC (Neuberger Berman), Pyramis Global Advisors, LLC (Pyramis), RS Investments Management Co. LLC (RS Investments), and Systematic Financial Management, L.P. (Systematic) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, ARI, Invesco, Kennedy Capital, MFS, Neuberger Berman, Pyramis, RS Investments, and Systematic (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Strategic Advisers Small-Mid Cap Multi-Manager Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the third quartile and that the fund had under-performed 67% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to voluntarily waive 0.01% of the management fee and considered that the fund's maximum aggregate annual management fee rate may not exceed 1.15% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 1.16%, 1.16%, and 1.41%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.06% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Strategic Advisers Small-Mid Cap Multi-Manager Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each class were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee. The total expenses of Class F ranked above the median primarily due to small fund size, which resulted in higher expenses than other funds in the peer group.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board also considered that in 2014 Strategic Advisers had negotiated lower fee schedules with certain Sub-Advisers. The Board took into consideration Strategic Advisers' contractual reimbursement commitment.

Annual Report

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Small-Mid Cap Multi-Manager Fund

On September 4, 2014, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement(s)) with each of The Boston Company Asset Management, LLC and Fisher Investments, Inc. (New Sub-Adviser(s)) for the fund.

The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information it believed relevant to the approval of the Sub-Advisory Agreement.

In considering whether to approve each Sub-Advisory Agreement, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of each Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under each Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve each Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within each New Sub-Adviser, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy and current sub-adviser line-up. The Board also considered the structure of each New Sub-Adviser's portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of each New Sub-Adviser's investment staff, its use of technology, and the New Sub-Adviser's approach to managing and compensating investment personnel. The Board noted that each New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered each New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory services to be performed by each New Sub-Adviser under each Sub-Advisory Agreement and (ii) the resources to be devoted to the fund's compliance policies and procedures.

Investment Performance. The Board also considered the historical investment performance of each New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

Based on its review, the Board concluded that the nature, extent, and quality of services that will be provided to the fund under each Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. In reviewing each Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to each New Sub-Adviser and the projected change in the fund's total operating expenses as a result of hiring the New Sub-Adviser(s).

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.15% of the fund's average daily net assets and that the Sub-Advisory Agreements will not result in a change to the maximum aggregate annual management fee payable by the fund, the portion of the management fee retained by Strategic Advisers, if any, or Strategic Advisers' voluntary agreement to waive 0.01% of the management fee for the fund, which may be terminated by Strategic Advisers at any time. The Board considered that Strategic Advisers has contractually agreed to reimburse the retail class, Class L and Class N of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) as a percentage of net assets exceed 1.16%, 1.16% and 1.41%, respectively, through April 30, 2015. In addition, the Board noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 1.06% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

Based on its review, the Board concluded that the fund's management fee structure and any changes to projected total expenses bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the maximum management fees payable by the fund, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve each Sub-Advisory Agreement.

Potential Fall-Out Benefits. The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates from their relationships with the fund, including non-advisory fee compensation paid to affiliates of Strategic Advisers, if any, during its annual renewal of the fund's advisory agreement with Strategic Advisers. With respect to the New Sub-Adviser(s), the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser(s) will have a material impact on the potential for fall-out benefits to Strategic Advisers or its affiliates.

Possible Economies of Scale. The Board considered that it reviews whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers and the fund's sub-advisory agreements. The Board noted that each Sub-Advisory Agreement provides for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees will accrue directly to shareholders.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that each Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered and that each Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of each Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Advisory Research, Inc.

The Boston Company Asset
Management, LLC

Fisher Investments

Invesco Advisers, Inc.

Kennedy Capital Management, Inc.

Neuberger Berman Management LLC

Portolan Capital Management, LLC

Pyramis Global Advisors, LLC

RS Investment
Management Co. LLC

Systematic Financial Management, L.P.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

AMM-L-AMM-N-ANN-0415
1.9585979.101
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers®
Income Opportunities Fund

Offered exclusively to certain clients of Strategic Advisers, Inc. - not available for sale to the general public

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

srq356355

Periods ended February 28, 2015

Past 1
year

Past 5
years

Life of
fund
A

  Strategic Advisers® Income Opportunities Fund

1.82%

8.59%

7.28%

A From September 27, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Income Opportunities Fund on September 27, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM US High Yield Constrained Index performed over the same period.

srq356357

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained modest ground for the 12 months ending February 28, 2015, cooling off considerably following a strong multiyear run. The BofA Merrill LynchSM US High Yield Constrained Index rose 2.84%, losing its momentum in July as concerns of slowing economic growth in China and Europe led to a dramatic drop in commodity prices, especially oil. The energy sector accounted for about 13% of the high-yield market during the period, with many issuers playing a significant role in financing the recent U.S. energy build-out. As a result, the plunge in oil prices had a steep negative impact on high yield. Investors exited the category at a record pace, which, combined with strong new issuance, resulted in unfavorable supply/demand dynamics. There also was concern that the U.S. Federal Reserve could begin to tighten monetary policy. Fed Chair Janet Yellen contributed to the tumult, suggesting high-yield valuations "appear stretched." This was in stark contrast to the favorable market backdrop since the beginning of 2012, with high yield benefiting from a growing U.S. economy, low default rate and monetary support from central banks worldwide. Although the index declined in the second half of 2014, it rebounded in the first two months of the new year as the price of oil stabilized and inflows into the high-yield market notably increased.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Income Opportunities Fund: For the year, Strategic Advisers® Income Opportunities Fund (the Fund) returned 1.82%, trailing the BofA Merrill Lynch index. Relative to the benchmark, Third Avenue Focused Credit Fund was the biggest detractor by far. Third Avenue uses an opportunistic strategy to run a concentrated portfolio of holdings that includes distressed bonds. When the energy sector sold off during the period's second half, lower-quality and distressed bonds were inordinately punished, and Third Avenue's performance suffered accordingly. Janus High-Yield Fund and Hotchkis & Wiley High Yield Fund were both hurt by overweighting energy. T. Rowe Price High Yield Fund - our largest manager allocation - detracted primarily because it had a lighter-than-benchmark stake in BB-rated bonds. On the plus side, Fidelity® Capital & Income Fund and Fidelity Advisor® High Income Advantage Fund, both of which employ aggressive, opportunistic strategies, were the biggest relative contributors. Both managers benefited from strong security selection among the stocks of highly indebted companies, solid bond picks and a sizable underweighting in energy. I sold the Fund's positions in Ivy High Income Fund and PIMCO High Yield Fund.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees 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 (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Actual

.01%

$ 1,000.00

$ 987.40

$ .05

HypotheticalA

 

$ 1,000.00

$ 1,024.74

$ .05

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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 ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

T. Rowe Price High Yield Fund Advisor Class

17.5

17.1

Fidelity Capital & Income Fund

17.2

16.4

BlackRock High Yield Bond Portfolio Investor A Class

11.3

10.7

Janus High-Yield Fund Class T

11.1

11.3

Hotchkis and Wiley High Yield Fund Class A

9.2

9.0

Fidelity High Income Fund

8.8

9.1

Eaton Vance Income Fund of Boston - Class A

7.7

7.8

Fidelity Advisor High Income Advantage Fund Institutional Class

6.3

5.5

Third Avenue Focused Credit Fund Investor Class

5.8

7.1

MainStay High Yield Corporate Bond Fund
Class A

4.1

4.5

 

99.0

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

srq356359

High Yield
Fixed-Income
Funds 100.0%

 

srq356361

High Yield
Fixed-Income
Funds 99.9%

 

srq356363

Short-Term
Investments and
Net Other Assets (Liabilities) 0.0%

 

srq356365

Short-Term
Investments and
Net Other Assets (Liabilities) 0.1%

 

srq356367

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Annual Report


Investments February 28, 2015

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

59,337,939

$ 475,890,275

Eaton Vance Income Fund of Boston - Class A

54,363,083

324,547,608

Fidelity Advisor High Income Advantage Fund Institutional Class (b)

25,732,533

264,787,761

Fidelity Advisor High Income Fund Institutional Class (b)

5,367,238

43,206,263

Fidelity Capital & Income Fund (b)

72,924,521

727,786,715

Fidelity High Income Fund (b)

40,927,266

370,801,033

Hotchkis and Wiley High Yield Fund Class A

30,972,189

388,700,969

Janus High-Yield Fund Class T

53,854,921

467,460,712

MainStay High Yield Corporate Bond Fund Class A

30,112,873

175,859,177

T. Rowe Price High Yield Fund Advisor Class

107,715,489

741,082,568

Third Avenue Focused Credit Fund Investor Class

25,529,691

243,553,255

TOTAL FIXED-INCOME FUNDS

(Cost $4,097,064,352)


4,223,676,336

Money Market Funds - 0.0%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $12)

12


12

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $4,097,064,364)

4,223,676,348

NET OTHER ASSETS (LIABILITIES) - 0.0%

1,485,413

NET ASSETS - 100%

$ 4,225,161,761

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend Income

Value,
end of
period

Fidelity Advisor High Income Advantage Fund Institutional Class

$ 174,465,293

$ 92,101,578

$ 3,430,847

$ 9,629,181

$ 264,787,761

Fidelity Advisor High Income Fund Institutional Class

58,907,168

-

12,257,372

1,579,531

43,206,263

Fidelity Capital & Income Fund

696,697,404

82,552,372

44,005,528

3,058,286

727,786,715

Fidelity High Income Fund

453,206,526

26,742,787

90,714,912

15,793,738

370,801,033

Total

$ 1,383,276,391

$ 201,396,737

$ 150,408,659

$ 30,060,736

$ 1,406,581,772

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 Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $2,832,386,791)

$ 2,817,094,576

 

Affiliated issuers (cost $1,264,677,573)

1,406,581,772

 

Total Investments (cost $4,097,064,364)

 

$ 4,223,676,348

Receivable for fund shares sold

3,053,029

Dividends receivable

1,949,585

Prepaid expenses

2,434

Other receivables

19,160

Total assets

4,228,700,556

 

 

 

Liabilities

Payable for investments purchased

$ 1,281,438

Payable for fund shares redeemed

2,177,099

Distributions payable

10,942

Other affiliated payables

26,517

Other payables and accrued expenses

42,799

Total liabilities

3,538,795

 

 

 

Net Assets

$ 4,225,161,761

Net Assets consist of:

 

Paid in capital

$ 4,065,838,521

Distributions in excess of net investment income

(9,078,457)

Accumulated undistributed net realized gain (loss) on investments

41,789,713

Net unrealized appreciation (depreciation) on investments

126,611,984

Net Assets, for 425,064,556 shares outstanding

$ 4,225,161,761

Net Asset Value, offering price and redemption price per share ($4,225,161,761 ÷ 425,064,556 shares)

$ 9.94

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 204,567,287

Affiliated issuers

 

30,060,736

Total income

 

234,628,023

 

 

 

Expenses

Management fee

$ 10,823,700

Transfer agent fees

571

Accounting fees and expenses

326,340

Custodian fees and expenses

9,607

Independent trustees' compensation

48,658

Registration fees

110,138

Audit

42,189

Legal

29,119

Interest

183

Miscellaneous

38,657

Total expenses before reductions

11,429,162

Expense reductions

(10,825,863)

603,299

Net investment income (loss)

234,024,724

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

8,988,165

Affiliated issuers

2,949,288

 

Realized gain distributions from underlying funds:

 

 

Unaffiliated issuers

32,785,047

Affiliated issuers

32,349,334

 

Total net realized gain (loss)

 

77,071,834

Change in net unrealized appreciation (depreciation) on underlying funds

(224,831,237)

Net gain (loss)

(147,759,403)

Net increase (decrease) in net assets resulting from operations

$ 86,265,321

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 234,024,724

$ 233,957,085

Net realized gain (loss)

77,071,834

43,185,322

Change in net unrealized appreciation (depreciation)

(224,831,237)

81,595,776

Net increase (decrease) in net assets resulting
from operations

86,265,321

358,738,183

Distributions to shareholders from net investment income

(234,783,793)

(229,621,006)

Distributions to shareholders from net realized gain

(59,998,241)

(27,574,010)

Total distributions

(294,782,034)

(257,195,016)

Share transactions
Proceeds from sales of shares

887,820,862

1,045,137,469

Reinvestment of distributions

294,521,911

256,960,361

Cost of shares redeemed

(1,191,608,104)

(729,820,439)

Net increase (decrease) in net assets resulting from share transactions

(9,265,331)

572,277,391

Total increase (decrease) in net assets

(217,782,044)

673,820,558

 

 

 

Net Assets

Beginning of period

4,442,943,805

3,769,123,247

End of period (including distributions in excess of net investment income of $9,078,457 and distributions in excess of net investment income of $7,275,032, respectively)

$ 4,225,161,761

$ 4,442,943,805

Other Information

Shares

Sold

87,043,026

102,154,178

Issued in reinvestment of distributions

29,007,855

25,132,593

Redeemed

(116,059,617)

(71,291,737)

Net increase (decrease)

(8,736)

55,995,034

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended February 28,

2015

2014

2013

2012 E

2011

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.45

$ 10.21

$ 9.81

$ 10.10

$ 9.19

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .551

  .579

  .595

  .657

  .699

Net realized and unrealized gain (loss)

  (.369)

  .297

  .430

  (.286)

  .910

Total from investment operations

  .182

  .876

  1.025

  .371

  1.609

Distributions from net investment income

  (.552)

  (.569)

  (.595)

  (.653)

  (.687)

Distributions from net realized gain

  (.140)

  (.067)

  (.030)

  (.008)

  (.012)

Total distributions

  (.692)

  (.636)

  (.625)

  (.661)

  (.699)

Net asset value, end of period

$ 9.94

$ 10.45

$ 10.21

$ 9.81

$ 10.10

Total Return A

  1.82%

  8.90%

  10.82%

  4.00%

  18.17%

Ratios to Average Net Assets C

 

 

 

 

 

Expenses before reductions

  .26%

  .27%

  .27%

  .27%

  .27%

Expenses net of fee waivers,
if any

  .01%

  .02%

  .02%

  .02%

  .01%

Expenses net of all reductions

  .01%

  .02%

  .02%

  .02%

  .01%

Net investment income (loss)

  5.40%

  5.66%

  6.01%

  6.82%

  7.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 4,225,162

$ 4,442,944

$ 3,769,123

$ 2,954,875

$ 2,047,371

Portfolio turnover rate D

  16%

  12%

  27%

  2%

  2%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. Fees and expenses of the Underlying Funds are not included in the Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

D Amount does not include the portfolio activity of any Underlying Funds.

E For the year ended February 29.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Income Opportunities Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund is offered exclusively to clients of Strategic Advisers, Inc. (Strategic Advisers), an affiliate of Fidelity Management & Research Company (FMR).

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The 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:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Annual 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. Income and capital 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.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 206,073,334

Gross unrealized depreciation

(84,959,025)

Net unrealized appreciation (depreciation) on securities

$ 121,114,309

 

 

Tax Cost

$ 4,102,562,039

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 38,862,842

Net unrealized appreciation (depreciation) on securities and other investments

$ 121,114,309

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 239,001,973

$ 251,746,960

Long-term Capital Gains

55,780,061

5,448,056

Total

$ 294,782,034

$ 257,195,016

Annual Report

2. Significant Accounting Policies - continued

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $691,026,242 and $696,090,210, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .75% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .25 % of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .01% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Annual Report

Notes to Financial Statements - continued

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,578 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $5,573,000. The weighted average interest rate was .59%. The interest expense amounted to $183 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

7. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2017. During the period, this waiver reduced the Fund's management fee by $10,823,700.

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 $2,163.

8. 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 13% of the total outstanding shares of Fidelity Advisor High Income Advantage Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Income Opportunities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Income Opportunities Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Income Opportunities Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 20, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer, and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Income Opportunities Fund voted to pay on April 13, 2015, to shareholders of record at the opening of business on April 10, 2015, a distribution of $0.111 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $65,638,268, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the management contract (Advisory Contract) throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contract, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contract. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contract for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contract is in the best interests of the fund and its shareholders. Also, the Board found that the advisory fee to be charged under the Advisory Contract bears a reasonable relationship to the services rendered and is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contract was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of Strategic Advisers' portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Strategic Advisers' investment staff, its use of technology, and Strategic Advisers' approach to managing and compensating investment personnel. The Board noted that Strategic Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered Strategic Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2013, the cumulative total returns of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund

srq356369

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the first quartile for the one- and five-year periods and in the second quartile for the three-year period ended December 31, 2013. The Board also noted that the fund had out-performed 78%, 61%, and 77% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown and lower than its benchmark for the three- and five-year periods shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contract should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to Strategic Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2017 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.75%.

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Strategic Advisers Income Opportunities Fund

srq356371

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board noted the fund invested a significant portion of its assets in Class A shares of underlying funds, which typically charge distribution and/or service fees. These amounts are reflected in the fund's overall expense ratio through its "Acquired fund fees and expenses."

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board took into consideration that Strategic Advisers had proposed to waive 0.25% of its management fee through September 30, 2017.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structure bears a reasonable relationship to the services rendered and that the fund's Advisory Contract should be renewed because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fee charged thereunder is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SRQ-UANN-0415
1.926373.104

Strategic Advisers®
Income Opportunities Fund of Funds

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts) to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

Strategic Advisers® Income Opportunities Fund of Funds

1.95%

7.99%

A From June 19, 2012.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Income Opportunities Fund of Funds, a class of the fund, on June 19, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM US High Yield Constrained Index performed over the same period.

srq356384

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained modest ground for the 12 months ending February 28, 2015, cooling off considerably following a strong multiyear run. The BofA Merrill LynchSM US High Yield Constrained Index rose 2.84%, losing its momentum in July as concerns of slowing economic growth in China and Europe led to a dramatic drop in commodity prices, especially oil. The energy sector accounted for about 13% of the high-yield market during the period, with many issuers playing a significant role in financing the recent U.S. energy build-out. As a result, the plunge in oil prices had a steep negative impact on high yield. Investors exited the category at a record pace, which, combined with strong new issuance, resulted in unfavorable supply/demand dynamics. There also was concern that the U.S. Federal Reserve could begin to tighten monetary policy. Fed Chair Janet Yellen contributed to the tumult, suggesting high-yield valuations "appear stretched." This was in stark contrast to the favorable market backdrop since the beginning of 2012, with high yield benefiting from a growing U.S. economy, low default rate and monetary support from central banks worldwide. Although the index declined in the second half of 2014, it rebounded in the first two months of the new year as the price of oil stabilized and inflows into the high-yield market notably increased.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Income Opportunities Fund of Funds: For the year, Strategic Advisers® Income Opportunities Fund of Funds (a class of the Fund) returned 1.95%, trailing the BofA Merrill Lynch index. Relative to the benchmark, Third Avenue Focused Credit Fund was the biggest detractor by far. Third Avenue uses an opportunistic strategy to run a concentrated portfolio of holdings that frequently includes distressed bonds. When the energy sector sold off during the period's second half, lower-quality and distressed bonds were inordinately punished, and Third Avenue's performance suffered accordingly. Janus High-Yield Fund and Hotchkis & Wiley High Yield Fund were both hurt by overweighting energy. T. Rowe Price High Yield Fund - our largest manager allocation - detracted primarily because it had a lighter-than-benchmark stake in BB-rated bonds. On the plus side, Fidelity® Capital & Income Fund and Fidelity Advisor® High Income Advantage Fund, both of which employ aggressive, opportunistic strategies, were the biggest relative contributors. Both managers benefited from strong security selection among the stocks of highly indebted companies, solid bond picks and a sizable underweighting in energy. I sold the Fund's position in Ivy High Income Fund.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense RatioB

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Income Opportunities

.10%

 

 

 

Actual

 

$ 1,000.00

$ 988.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class F

.10%

 

 

 

Actual

 

$ 1,000.00

$ 988.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class L

.10%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class N

.35%

 

 

 

Actual

 

$ 1,000.00

$ 986.10

$ 1.72

HypotheticalA

 

$ 1,000.00

$ 1,023.06

$ 1.76

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

 

% of fund's net assets

% of fund's net assets
6 months ago

T. Rowe Price High Yield Fund

17.6

17.0

Fidelity Capital & Income Fund

16.0

15.0

BlackRock High Yield Bond Fund Institutional Class

10.7

10.7

Janus High-Yield Fund Class I Shares

10.1

10.2

Hotchkis & Wiley High Yield Fund Class I

10.1

10.1

Fidelity High Income Fund

8.2

8.8

Fidelity Advisor High Income Advantage Fund Institutional Class

7.7

6.5

Eaton Vance Income Fund of Boston Class I

7.6

7.8

Third Avenue Focused Credit Fund Institutional Class

5.5

7.6

MainStay High Yield Corporate Bond Fund Class I

5.1

5.7

 

98.6

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

srq356386

High Yield
Fixed-Income
Funds 100.3%

 

srq356388

High Yield
Fixed-Income
Funds 100.1%

 

srq356390

Short-Term
Investments and
Net Other Assets (Liabilities) (0.3)%

 

srq356392

Short-Term
Investments and
Net Other Assets (Liabilities) (0.1)%

 

srq356394

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Fixed-Income Funds - 100.3%

Shares

Value

High Yield Fixed-Income Funds - 100.3%

BlackRock High Yield Bond Fund Institutional Class

99,383

$ 797,050

Eaton Vance Income Fund of Boston Class I

94,694

565,325

Fidelity Advisor High Income Advantage Fund Institutional Class (a)

55,293

568,964

Fidelity Advisor High Income Fund Institutional Class (a)

15,308

123,229

Fidelity Capital & Income Fund (a)

119,063

1,188,245

Fidelity High Income Fund (a)

66,947

606,539

Hotchkis & Wiley High Yield Fund Class I

59,106

746,505

Janus High-Yield Fund Class I Shares

86,644

752,071

MainStay High Yield Corporate Bond Fund Class I

64,719

377,956

T. Rowe Price High Yield Fund

189,163

1,305,226

Third Avenue Focused Credit Fund Institutional Class

43,086

410,606

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,642,463)

7,441,716

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(19,776)

NET ASSETS - 100%

$ 7,421,940

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Advisor High Income Advantage Fund Institutional Class

$ 341,810

$ 293,500

$ 70,006

$ 20,132

$ 568,964

Fidelity Advisor High Income Fund Institutional Class

46,397

80,971

-

1,170

123,229

Fidelity Capital & Income Fund

903,707

759,451

460,238

3,440

1,188,245

Fidelity High Income Fund

642,756

433,309

436,507

25,508

606,539

Total

$ 1,934,670

$ 1,567,231

$ 966,751

$ 50,250

$ 2,486,977

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 Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,177,342)

$ 4,954,739

 

Affiliated issuers (cost $2,465,121)

2,486,977

 

Total Investments (cost $7,642,463)

 

$ 7,441,716

Receivable for investments sold

15,640

Receivable for fund shares sold

12,918

Dividends receivable

514

Prepaid expenses

3

Receivable from investment adviser for expense reductions

2,950

Other receivables

1,006

Total assets

7,474,747

 

 

 

Liabilities

Payable for fund shares redeemed

28,826

Distributions payable

13

Distribution and service plan fees payable

22

Audit fee payable

19,447

Custody fee payable

4,254

Other affiliated payables

76

Other payables and accrued expenses

169

Total liabilities

52,807

 

 

 

Net Assets

$ 7,421,940

Net Assets consist of:

 

Paid in capital

$ 7,575,356

Undistributed net investment income

3,470

Accumulated undistributed net realized gain (loss) on investments

43,861

Net unrealized appreciation (depreciation) on investments

(200,747)

Net Assets

$ 7,421,940

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Income Opportunities:
Net Asset Value
, offering price and redemption price per share ($6,515,227 ÷ 625,466.7 shares)

$ 10.42

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($694,209 ÷ 66,649.8 shares)

$ 10.42

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($106,425 ÷ 10,218.5 shares)

$ 10.41

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($106,079 ÷ 10,185.4 shares)

$ 10.41

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 354,270

Affiliated issuers

 

50,250

Total income

 

404,520

 

 

 

Expenses

Management fee

$ 21,660

Transfer agent fees

534

Distribution and service plan fees

263

Accounting fees and expenses

901

Custodian fees and expenses

13,120

Independent trustees' compensation

78

Registration fees

42,577

Audit

31,404

Legal

44

Miscellaneous

43

Total expenses before reductions

110,624

Expense reductions

(103,136)

7,488

Net investment income (loss)

397,032

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(25,483)

Affiliated issuers

(8,392)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

56,872

 

Affiliated issuers

53,295

 

Total net realized gain (loss)

 

76,292

Change in net unrealized appreciation (depreciation) on investment securities

(353,036)

Net gain (loss)

(276,744)

Net increase (decrease) in net assets resulting from operations

$ 120,288

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 397,032

$ 144,481

Net realized gain (loss)

76,292

30,972

Change in net unrealized appreciation (depreciation)

(353,036)

116,625

Net increase (decrease) in net assets resulting
from operations

120,288

292,078

Distributions to shareholders from net investment income

(397,555)

(140,955)

Distributions to shareholders from net realized gain

(53,145)

(10,221)

Total distributions

(450,700)

(151,176)

Share transactions - net increase (decrease)

1,545,269

4,836,537

Redemption fees

1,359

2,115

Total increase (decrease) in net assets

1,216,216

4,979,554

 

 

 

Net Assets

Beginning of period

6,205,724

1,226,170

End of period (including undistributed net investment income of $3,470 and undistributed net investment income of $3,994, respectively)

$ 7,421,940

$ 6,205,724

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Income Opportunities

Years ended February 28,

2015

2014

2013 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.88

$ 10.60

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .585

  .616

  .436

Net realized and unrealized gain (loss)

  (.382)

  .296

  .615

Total from investment operations

  .203

  .912

  1.051

Distributions from net investment income

  (.586)

  (.610)

  (.431)

Distributions from net realized gain

  (.079)

  (.031)

  (.020)

Total distributions

  (.665)

  (.641)

  (.451)

Redemption fees added to paid in capital D

  .002

  .009

  - H

Net asset value, end of period

$ 10.42

$ 10.88

$ 10.60

Total ReturnB, C

  1.95%

  9.02%

  10.69%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.53%

  4.32%

  10.12%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83%

  6.03% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 6,515

$ 5,358

$ 1,042

Portfolio turnover rateG

  39%

  46%

  27% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period June 19, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.88

$ 10.60

$ 10.52

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .586

  .617

  .125

Net realized and unrealized gain (loss)

  (.383)

  .295

  .096

Total from investment operations

  .203

  .912

  .221

Distributions from net investment income

  (.586)

  (.610)

  (.121)

Distributions from net realized gain

  (.079)

  (.031)

  (.020)

Total distributions

  (.665)

  (.641)

  (.141)

Redemption fees added to paid in capital D

  .002

  .009

  - H

Net asset value, end of period

$ 10.42

$ 10.88

$ 10.60

Total ReturnB, C

  1.95%

  9.02%

  2.11%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.53%

  4.16%

  7.40%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83%

  5.99% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 694

$ 639

$ 184

Portfolio turnover rateG

  39%

  46%

  27% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.88

$ 10.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .585

  .186

Net realized and unrealized gain (loss)

  (.392)

  .278

Total from investment operations

  .193

  .464

Distributions from net investment income

  (.586)

  (.180)

Distributions from net realized gain

  (.079)

  (.027)

Total distributions

  (.665)

  (.207)

Redemption fees added to paid in capital D

  .002

  .003

Net asset value, end of period

$ 10.41

$ 10.88

Total ReturnB, C

  1.85%

  4.44%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.54%

  3.35%A

Expenses net of fee waivers, if any

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 104

Portfolio turnover rateG

  39%

  46%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.88

$ 10.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .559

  .178

Net realized and unrealized gain (loss)

  (.392)

  .279

Total from investment operations

  .167

  .457

Distributions from net investment income

  (.560)

  (.173)

Distributions from net realized gain

  (.079)

  (.027)

Total distributions

  (.639)

  (.200)

Redemption fees added to paid in capital D

  .002

  .003

Net asset value, end of period

$ 10.41

$ 10.88

Total ReturnB, C

  1.60%

  4.37%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.78%

  3.61%A

Expenses net of fee waivers, if any

  .35%

  .35%A

Expenses net of all reductions

  .35%

  .35%A

Net investment income (loss)

  5.25%

  5.58% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 104

Portfolio turnover rateG

  39%

  46%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Income Opportunities Fund of Funds (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Income Opportunities, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The 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:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - 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. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 52,078

Gross unrealized depreciation

(274,240)

Net unrealized appreciation (depreciation) on securities

$ (222,162)

 

 

Tax Cost

$ 7,663,878

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,883

Undistributed long-term capital gain

$ 61,887

Net unrealized appreciation (depreciation) on securities and other investments

$ (222,162)

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 422,004

$ 150,924

Long-term Capital Gains

28,696

252

Total

$ 450,700

$ 151,176

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $4,457,532 and $2,821,203, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .80% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .30% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 263

$ 263

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Income Opportunities

$ 530

.01

Class L

2

.00

Class N

2

.00

 

$ 534

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $21,660.

The investment adviser has also contractually agreed to reimburse Income Opportunities, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Income Opportunities

.10%

$ 71,430

Class F

.10%

7,667

Class L

.10%

1,192

Class N

.35%

1,187

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014 A

From net investment income

 

 

Income Opportunities

$ 348,958

$ 119,217

Class F

37,279

18,391

Class L

5,797

1,711

Class N

5,521

1,636

Total

$ 397,555

$ 140,955

From net realized gain

 

 

Income Opportunities

$ 46,594

$ 8,322

Class F

4,997

1,389

Class L

778

255

Class N

776

255

Total

$ 53,145

$ 10,221

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sales of shares) to February 28, 2014.

Annual Report

8. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014 A

2015

2014 A

Income Opportunities

 

 

 

 

Shares sold

451,656

464,657

$ 4,840,883

$ 4,944,465

Reinvestment of distributions

37,241

11,967

395,140

127,488

Shares redeemed

(355,829)

(82,508)

(3,788,639)

(878,566)

Net increase (decrease)

133,068

394,116

$ 1,447,384

$ 4,193,387

Class F

 

 

 

 

Shares sold

22,962

47,356

$ 244,913

$ 503,481

Reinvestment of distributions

3,982

1,858

42,276

19,780

Shares redeemed

(19,020)

(7,873)

(202,158)

(83,968)

Net increase (decrease)

7,924

41,341

$ 85,031

$ 439,293

Class L

 

 

 

 

Shares sold

-

9,416

$ -

$ 100,000

Reinvestment of distributions

620

183

6,560

1,966

Net increase (decrease)

620

9,599

$ 6,560

$ 101,966

Class N

 

 

 

 

Shares sold

-

9,416

$ -

$ 100,000

Reinvestment of distributions

593

176

6,294

1,891

Net increase (decrease)

593

9,592

$ 6,294

$ 101,891

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 30% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Income Opportunities Fund of Funds:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Income Opportunities Fund of Funds (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year ended February 28, 2015, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Income Opportunities Fund of Funds's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 20, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

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+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present),Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer, and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Income Opportunities Fund of Funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived for capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Strategic Advisers Income
Opportunities Fund of Funds

04/13/15

04/10/15

$0.095

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $67,677, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund of Funds

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the management contract (Advisory Contract) throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contract, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contract. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contract for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contract is in the best interests of the fund and its shareholders. Also, the Board found that the advisory fee to be charged under the Advisory Contract bears a reasonable relationship to the services rendered and is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contract was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of Strategic Advisers' portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Strategic Advisers' investment staff, its use of technology, and Strategic Advisers' approach to managing and compensating investment personnel. The Board noted that Strategic Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered Strategic Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund of Funds

srq356396

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the first quartile and that Class F had out-performed 80% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contract should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to Strategic Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.80% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.10%, 0.10%, and 0.35%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.10% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund of Funds

srq356398

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each class were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee. The total expenses of Class F ranked above the median primarily due to small fund size, which resulted in higher expenses than other funds in the peer group.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board took into consideration that Strategic Advisers had agreed to waive 0.30% of its management fee through April 30, 2015 and the Board also took into consideration Strategic Advisers' contractual reimbursement commitment.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structure bears a reasonable relationship to the services rendered and that the fund's Advisory Contract should be renewed because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fee charged thereunder is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ODF-UANN-0415
1.941255.102

Strategic Advisers®
Income Opportunities Fund
of Funds
Class F

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

Class F B

1.95%

7.99%

A From June 19, 2012.

B The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012, are those of Strategic Advisers® Income Opportunities Fund of Funds, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Income Opportunities Fund of Funds - Class F on June 19, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill LynchSM US High Yield Constrained Index performed over the same period. See footnote B above for additional information regarding the performance of Class F.

srq356411

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained modest ground for the 12 months ending February 28, 2015, cooling off considerably following a strong multiyear run. The BofA Merrill LynchSM US High Yield Constrained Index rose 2.84%, losing its momentum in July as concerns of slowing economic growth in China and Europe led to a dramatic drop in commodity prices, especially oil. The energy sector accounted for about 13% of the high-yield market during the period, with many issuers playing a significant role in financing the recent U.S. energy build-out. As a result, the plunge in oil prices had a steep negative impact on high yield. Investors exited the category at a record pace, which, combined with strong new issuance, resulted in unfavorable supply/demand dynamics. There also was concern that the U.S. Federal Reserve could begin to tighten monetary policy. Fed Chair Janet Yellen contributed to the tumult, suggesting high-yield valuations "appear stretched." This was in stark contrast to the favorable market backdrop since the beginning of 2012, with high yield benefiting from a growing U.S. economy, low default rate and monetary support from central banks worldwide. Although the index declined in the second half of 2014, it rebounded in the first two months of the new year as the price of oil stabilized and inflows into the high-yield market notably increased.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Income Opportunities Fund of Funds: For the year, the Class F shares of Strategic Advisers® Income Opportunities Fund of Funds (the Fund) returned 1.95%, trailing the BofA Merrill Lynch index. Relative to the benchmark, Third Avenue Focused Credit Fund was the biggest detractor by far. Third Avenue uses an opportunistic strategy to run a concentrated portfolio of holdings that frequently includes distressed bonds. When the energy sector sold off during the period's second half, lower-quality and distressed bonds were inordinately punished, and Third Avenue's performance suffered accordingly. Janus High-Yield Fund and Hotchkis & Wiley High Yield Fund were both hurt by overweighting energy. T. Rowe Price High Yield Fund - our largest manager allocation - detracted primarily because it had a lighter-than-benchmark stake in BB-rated bonds. On the plus side, Fidelity® Capital & Income Fund and Fidelity Advisor® High Income Advantage Fund, both of which employ aggressive, opportunistic strategies, were the biggest relative contributors. Both managers benefited from strong security selection among the stocks of highly indebted companies, solid bond picks and a sizable underweighting in energy. I sold the Fund's position in Ivy High Income Fund.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense RatioB

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Income Opportunities

.10%

 

 

 

Actual

 

$ 1,000.00

$ 988.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class F

.10%

 

 

 

Actual

 

$ 1,000.00

$ 988.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class L

.10%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class N

.35%

 

 

 

Actual

 

$ 1,000.00

$ 986.10

$ 1.72

HypotheticalA

 

$ 1,000.00

$ 1,023.06

$ 1.76

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

 

% of fund's net assets

% of fund's net assets
6 months ago

T. Rowe Price High Yield Fund

17.6

17.0

Fidelity Capital & Income Fund

16.0

15.0

BlackRock High Yield Bond Fund Institutional Class

10.7

10.7

Janus High-Yield Fund Class I Shares

10.1

10.2

Hotchkis & Wiley High Yield Fund Class I

10.1

10.1

Fidelity High Income Fund

8.2

8.8

Fidelity Advisor High Income Advantage Fund Institutional Class

7.7

6.5

Eaton Vance Income Fund of Boston Class I

7.6

7.8

Third Avenue Focused Credit Fund Institutional Class

5.5

7.6

MainStay High Yield Corporate Bond Fund Class I

5.1

5.7

 

98.6

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

srq356413

High Yield
Fixed-Income
Funds 100.3%

 

srq356415

High Yield
Fixed-Income
Funds 100.1%

 

srq356417

Short-Term
Investments and
Net Other Assets (Liabilities) (0.3)%

 

srq356419

Short-Term
Investments and
Net Other Assets (Liabilities) (0.1)%

 

srq356421

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Fixed-Income Funds - 100.3%

Shares

Value

High Yield Fixed-Income Funds - 100.3%

BlackRock High Yield Bond Fund Institutional Class

99,383

$ 797,050

Eaton Vance Income Fund of Boston Class I

94,694

565,325

Fidelity Advisor High Income Advantage Fund Institutional Class (a)

55,293

568,964

Fidelity Advisor High Income Fund Institutional Class (a)

15,308

123,229

Fidelity Capital & Income Fund (a)

119,063

1,188,245

Fidelity High Income Fund (a)

66,947

606,539

Hotchkis & Wiley High Yield Fund Class I

59,106

746,505

Janus High-Yield Fund Class I Shares

86,644

752,071

MainStay High Yield Corporate Bond Fund Class I

64,719

377,956

T. Rowe Price High Yield Fund

189,163

1,305,226

Third Avenue Focused Credit Fund Institutional Class

43,086

410,606

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,642,463)

7,441,716

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(19,776)

NET ASSETS - 100%

$ 7,421,940

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Advisor High Income Advantage Fund Institutional Class

$ 341,810

$ 293,500

$ 70,006

$ 20,132

$ 568,964

Fidelity Advisor High Income Fund Institutional Class

46,397

80,971

-

1,170

123,229

Fidelity Capital & Income Fund

903,707

759,451

460,238

3,440

1,188,245

Fidelity High Income Fund

642,756

433,309

436,507

25,508

606,539

Total

$ 1,934,670

$ 1,567,231

$ 966,751

$ 50,250

$ 2,486,977

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 Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,177,342)

$ 4,954,739

 

Affiliated issuers (cost $2,465,121)

2,486,977

 

Total Investments (cost $7,642,463)

 

$ 7,441,716

Receivable for investments sold

15,640

Receivable for fund shares sold

12,918

Dividends receivable

514

Prepaid expenses

3

Receivable from investment adviser for expense reductions

2,950

Other receivables

1,006

Total assets

7,474,747

 

 

 

Liabilities

Payable for fund shares redeemed

28,826

Distributions payable

13

Distribution and service plan fees payable

22

Audit fee payable

19,447

Custody fee payable

4,254

Other affiliated payables

76

Other payables and accrued expenses

169

Total liabilities

52,807

 

 

 

Net Assets

$ 7,421,940

Net Assets consist of:

 

Paid in capital

$ 7,575,356

Undistributed net investment income

3,470

Accumulated undistributed net realized gain (loss) on investments

43,861

Net unrealized appreciation (depreciation) on investments

(200,747)

Net Assets

$ 7,421,940

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Income Opportunities:
Net Asset Value
, offering price and redemption price per share ($6,515,227 ÷ 625,466.7 shares)

$ 10.42

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($694,209 ÷ 66,649.8 shares)

$ 10.42

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($106,425 ÷ 10,218.5 shares)

$ 10.41

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($106,079 ÷ 10,185.4 shares)

$ 10.41

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 354,270

Affiliated issuers

 

50,250

Total income

 

404,520

 

 

 

Expenses

Management fee

$ 21,660

Transfer agent fees

534

Distribution and service plan fees

263

Accounting fees and expenses

901

Custodian fees and expenses

13,120

Independent trustees' compensation

78

Registration fees

42,577

Audit

31,404

Legal

44

Miscellaneous

43

Total expenses before reductions

110,624

Expense reductions

(103,136)

7,488

Net investment income (loss)

397,032

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(25,483)

Affiliated issuers

(8,392)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

56,872

 

Affiliated issuers

53,295

 

Total net realized gain (loss)

 

76,292

Change in net unrealized appreciation (depreciation) on investment securities

(353,036)

Net gain (loss)

(276,744)

Net increase (decrease) in net assets resulting from operations

$ 120,288

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 397,032

$ 144,481

Net realized gain (loss)

76,292

30,972

Change in net unrealized appreciation (depreciation)

(353,036)

116,625

Net increase (decrease) in net assets resulting
from operations

120,288

292,078

Distributions to shareholders from net investment income

(397,555)

(140,955)

Distributions to shareholders from net realized gain

(53,145)

(10,221)

Total distributions

(450,700)

(151,176)

Share transactions - net increase (decrease)

1,545,269

4,836,537

Redemption fees

1,359

2,115

Total increase (decrease) in net assets

1,216,216

4,979,554

 

 

 

Net Assets

Beginning of period

6,205,724

1,226,170

End of period (including undistributed net investment income of $3,470 and undistributed net investment income of $3,994, respectively)

$ 7,421,940

$ 6,205,724

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Income Opportunities

Years ended February 28,

2015

2014

2013 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.88

$ 10.60

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .585

  .616

  .436

Net realized and unrealized gain (loss)

  (.382)

  .296

  .615

Total from investment operations

  .203

  .912

  1.051

Distributions from net investment income

  (.586)

  (.610)

  (.431)

Distributions from net realized gain

  (.079)

  (.031)

  (.020)

Total distributions

  (.665)

  (.641)

  (.451)

Redemption fees added to paid in capital D

  .002

  .009

  - H

Net asset value, end of period

$ 10.42

$ 10.88

$ 10.60

Total ReturnB, C

  1.95%

  9.02%

  10.69%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.53%

  4.32%

  10.12%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83%

  6.03% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 6,515

$ 5,358

$ 1,042

Portfolio turnover rateG

  39%

  46%

  27% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period June 19, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.88

$ 10.60

$ 10.52

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .586

  .617

  .125

Net realized and unrealized gain (loss)

  (.383)

  .295

  .096

Total from investment operations

  .203

  .912

  .221

Distributions from net investment income

  (.586)

  (.610)

  (.121)

Distributions from net realized gain

  (.079)

  (.031)

  (.020)

Total distributions

  (.665)

  (.641)

  (.141)

Redemption fees added to paid in capital D

  .002

  .009

  - H

Net asset value, end of period

$ 10.42

$ 10.88

$ 10.60

Total ReturnB, C

  1.95%

  9.02%

  2.11%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.53%

  4.16%

  7.40%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83%

  5.99% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 694

$ 639

$ 184

Portfolio turnover rateG

  39%

  46%

  27% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.88

$ 10.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .585

  .186

Net realized and unrealized gain (loss)

  (.392)

  .278

Total from investment operations

  .193

  .464

Distributions from net investment income

  (.586)

  (.180)

Distributions from net realized gain

  (.079)

  (.027)

Total distributions

  (.665)

  (.207)

Redemption fees added to paid in capital D

  .002

  .003

Net asset value, end of period

$ 10.41

$ 10.88

Total ReturnB, C

  1.85%

  4.44%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.54%

  3.35%A

Expenses net of fee waivers, if any

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 104

Portfolio turnover rateG

  39%

  46%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.88

$ 10.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .559

  .178

Net realized and unrealized gain (loss)

  (.392)

  .279

Total from investment operations

  .167

  .457

Distributions from net investment income

  (.560)

  (.173)

Distributions from net realized gain

  (.079)

  (.027)

Total distributions

  (.639)

  (.200)

Redemption fees added to paid in capital D

  .002

  .003

Net asset value, end of period

$ 10.41

$ 10.88

Total ReturnB, C

  1.60%

  4.37%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.78%

  3.61%A

Expenses net of fee waivers, if any

  .35%

  .35%A

Expenses net of all reductions

  .35%

  .35%A

Net investment income (loss)

  5.25%

  5.58% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 104

Portfolio turnover rateG

  39%

  46%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Income Opportunities Fund of Funds (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Income Opportunities, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The 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:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Annual 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. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 52,078

Gross unrealized depreciation

(274,240)

Net unrealized appreciation (depreciation) on securities

$ (222,162)

 

 

Tax Cost

$ 7,663,878

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,883

Undistributed long-term capital gain

$ 61,887

Net unrealized appreciation (depreciation) on securities and other investments

$ (222,162)

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 422,004

$ 150,924

Long-term Capital Gains

28,696

252

Total

$ 450,700

$ 151,176

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $4,457,532 and $2,821,203, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .80% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .30% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 263

$ 263

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Income Opportunities

$ 530

.01

Class L

2

.00

Class N

2

.00

 

$ 534

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $21,660.

The investment adviser has also contractually agreed to reimburse Income Opportunities, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Income Opportunities

.10%

$ 71,430

Class F

.10%

7,667

Class L

.10%

1,192

Class N

.35%

1,187

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014 A

From net investment income

 

 

Income Opportunities

$ 348,958

$ 119,217

Class F

37,279

18,391

Class L

5,797

1,711

Class N

5,521

1,636

Total

$ 397,555

$ 140,955

From net realized gain

 

 

Income Opportunities

$ 46,594

$ 8,322

Class F

4,997

1,389

Class L

778

255

Class N

776

255

Total

$ 53,145

$ 10,221

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sales of shares) to February 28, 2014.

Annual Report

Notes to Financial Statements - continued

8. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014 A

2015

2014 A

Income Opportunities

 

 

 

 

Shares sold

451,656

464,657

$ 4,840,883

$ 4,944,465

Reinvestment of distributions

37,241

11,967

395,140

127,488

Shares redeemed

(355,829)

(82,508)

(3,788,639)

(878,566)

Net increase (decrease)

133,068

394,116

$ 1,447,384

$ 4,193,387

Class F

 

 

 

 

Shares sold

22,962

47,356

$ 244,913

$ 503,481

Reinvestment of distributions

3,982

1,858

42,276

19,780

Shares redeemed

(19,020)

(7,873)

(202,158)

(83,968)

Net increase (decrease)

7,924

41,341

$ 85,031

$ 439,293

Class L

 

 

 

 

Shares sold

-

9,416

$ -

$ 100,000

Reinvestment of distributions

620

183

6,560

1,966

Net increase (decrease)

620

9,599

$ 6,560

$ 101,966

Class N

 

 

 

 

Shares sold

-

9,416

$ -

$ 100,000

Reinvestment of distributions

593

176

6,294

1,891

Net increase (decrease)

593

9,592

$ 6,294

$ 101,891

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 30% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Income Opportunities Fund of Funds:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Income Opportunities Fund of Funds (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year ended February 28, 2015, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Income Opportunities Fund of Funds's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 20, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in

Annual Report

Trustees and Officers - continued

Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Annual Report

Trustees and Officers - continued

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present),Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer, and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Income Opportunities Fund of Funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived for capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class F

04/13/15

04/10/15

$0.095

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $67,677, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund of Funds

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the management contract (Advisory Contract) throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contract, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contract. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contract for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contract is in the best interests of the fund and its shareholders. Also, the Board found that the advisory fee to be charged under the Advisory Contract bears a reasonable relationship to the services rendered and is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contract was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of Strategic Advisers' portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Strategic Advisers' investment staff, its use of technology, and Strategic Advisers' approach to managing and compensating investment personnel. The Board noted that Strategic Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered Strategic Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund of Funds

srq356423

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the first quartile and that Class F had out-performed 80% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contract should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to Strategic Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.80% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.10%, 0.10%, and 0.35%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.10% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund of Funds

srq356425

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each class were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee. The total expenses of Class F ranked above the median primarily due to small fund size, which resulted in higher expenses than other funds in the peer group.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board took into consideration that Strategic Advisers had agreed to waive 0.30% of its management fee through April 30, 2015 and the Board also took into consideration Strategic Advisers' contractual reimbursement commitment.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structure bears a reasonable relationship to the services rendered and that the fund's Advisory Contract should be renewed because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fee charged thereunder is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ODF-F-ANN-0415
1.951505.102

Strategic Advisers®
Income Opportunities Fund of Funds -
Class L and Class N

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals) to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class LB

1.85%

7.95%

  Class NC

1.60%

7.82%

A From June 19, 2012.

B The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers® Income Opportunities Fund of Funds, the original class of the fund.

C Class N shares bear a 0.25% 12b-1 fee. The initial offering of Class N shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers Income Opportunities Fund of Funds, the original class of the fund, which has no 12b-1 fee. Had Class N's 12b-1 fee been reflected, returns prior to November 12, 2013, would have been lower.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Income Opportunities Fund of Funds - Class L on June 19, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the The BofA Merrill LynchSM US High Yield Constrained Index performed over the same period. See footnote B on the previous page for additional information regarding the performance of Class L.

srq356438

Annual Report


Management's Discussion of Fund Performance

Market Recap: High-yield bonds gained modest ground for the 12 months ending February 28, 2015, cooling off considerably following a strong multiyear run. The BofA Merrill LynchSM US High Yield Constrained Index rose 2.84%, losing its momentum in July as concerns of slowing economic growth in China and Europe led to a dramatic drop in commodity prices, especially oil. The energy sector accounted for about 13% of the high-yield market during the period, with many issuers playing a significant role in financing the recent U.S. energy build-out. As a result, the plunge in oil prices had a steep negative impact on high yield. Investors exited the category at a record pace, which, combined with strong new issuance, resulted in unfavorable supply/demand dynamics. There also was concern that the U.S. Federal Reserve could begin to tighten monetary policy. Fed Chair Janet Yellen contributed to the tumult, suggesting high-yield valuations "appear stretched." This was in stark contrast to the favorable market backdrop since the beginning of 2012, with high yield benefiting from a growing U.S. economy, low default rate and monetary support from central banks worldwide. Although the index declined in the second half of 2014, it rebounded in the first two months of the new year as the price of oil stabilized and inflows into the high-yield market notably increased.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Income Opportunities Fund of Funds: For the year, the Class L and Class N shares of Strategic Advisers® Income Opportunities Fund of Funds (the Fund) returned 1.85% and 1.60%, respectively, trailing the BofA Merrill Lynch index. Relative to the benchmark, Third Avenue Focused Credit Fund was the biggest detractor by far. Third Avenue uses an opportunistic strategy to run a concentrated portfolio of holdings that frequently includes distressed bonds. When the energy sector sold off during the period's second half, lower-quality and distressed bonds were inordinately punished, and Third Avenue's performance suffered accordingly. Janus High-Yield Fund and Hotchkis & Wiley High Yield Fund were both hurt by overweighting energy. T. Rowe Price High Yield Fund - our largest manager allocation - detracted primarily because it had a lighter-than-benchmark stake in BB-rated bonds. On the plus side, Fidelity® Capital & Income Fund and Fidelity Advisor® High Income Advantage Fund, both of which employ aggressive, opportunistic strategies, were the biggest relative contributors. Both managers benefited from strong security selection among the stocks of highly indebted companies, solid bond picks and a sizable underweighting in energy. I sold the Fund's position in Ivy High Income Fund.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

 

Annualized Expense RatioB

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Income Opportunities

.10%

 

 

 

Actual

 

$ 1,000.00

$ 988.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class F

.10%

 

 

 

Actual

 

$ 1,000.00

$ 988.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class L

.10%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ .49

HypotheticalA

 

$ 1,000.00

$ 1,024.30

$ .50

Class N

.35%

 

 

 

Actual

 

$ 1,000.00

$ 986.10

$ 1.72

HypotheticalA

 

$ 1,000.00

$ 1,023.06

$ 1.76

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

 

% of fund's net assets

% of fund's net assets
6 months ago

T. Rowe Price High Yield Fund

17.6

17.0

Fidelity Capital & Income Fund

16.0

15.0

BlackRock High Yield Bond Fund Institutional Class

10.7

10.7

Janus High-Yield Fund Class I Shares

10.1

10.2

Hotchkis & Wiley High Yield Fund Class I

10.1

10.1

Fidelity High Income Fund

8.2

8.8

Fidelity Advisor High Income Advantage Fund Institutional Class

7.7

6.5

Eaton Vance Income Fund of Boston Class I

7.6

7.8

Third Avenue Focused Credit Fund Institutional Class

5.5

7.6

MainStay High Yield Corporate Bond Fund Class I

5.1

5.7

 

98.6

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

srq356440

High Yield
Fixed-Income
Funds 100.3%

 

srq356442

High Yield
Fixed-Income
Funds 100.1%

 

srq356444

Short-Term
Investments and
Net Other Assets (Liabilities) (0.3)%

 

srq356446

Short-Term
Investments and
Net Other Assets (Liabilities) (0.1)%

 

srq356448

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Fixed-Income Funds - 100.3%

Shares

Value

High Yield Fixed-Income Funds - 100.3%

BlackRock High Yield Bond Fund Institutional Class

99,383

$ 797,050

Eaton Vance Income Fund of Boston Class I

94,694

565,325

Fidelity Advisor High Income Advantage Fund Institutional Class (a)

55,293

568,964

Fidelity Advisor High Income Fund Institutional Class (a)

15,308

123,229

Fidelity Capital & Income Fund (a)

119,063

1,188,245

Fidelity High Income Fund (a)

66,947

606,539

Hotchkis & Wiley High Yield Fund Class I

59,106

746,505

Janus High-Yield Fund Class I Shares

86,644

752,071

MainStay High Yield Corporate Bond Fund Class I

64,719

377,956

T. Rowe Price High Yield Fund

189,163

1,305,226

Third Avenue Focused Credit Fund Institutional Class

43,086

410,606

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,642,463)

7,441,716

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(19,776)

NET ASSETS - 100%

$ 7,421,940

Legend

(a) Affiliated Fund

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fidelity Advisor High Income Advantage Fund Institutional Class

$ 341,810

$ 293,500

$ 70,006

$ 20,132

$ 568,964

Fidelity Advisor High Income Fund Institutional Class

46,397

80,971

-

1,170

123,229

Fidelity Capital & Income Fund

903,707

759,451

460,238

3,440

1,188,245

Fidelity High Income Fund

642,756

433,309

436,507

25,508

606,539

Total

$ 1,934,670

$ 1,567,231

$ 966,751

$ 50,250

$ 2,486,977

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 Investment Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,177,342)

$ 4,954,739

 

Affiliated issuers (cost $2,465,121)

2,486,977

 

Total Investments (cost $7,642,463)

 

$ 7,441,716

Receivable for investments sold

15,640

Receivable for fund shares sold

12,918

Dividends receivable

514

Prepaid expenses

3

Receivable from investment adviser for expense reductions

2,950

Other receivables

1,006

Total assets

7,474,747

 

 

 

Liabilities

Payable for fund shares redeemed

28,826

Distributions payable

13

Distribution and service plan fees payable

22

Audit fee payable

19,447

Custody fee payable

4,254

Other affiliated payables

76

Other payables and accrued expenses

169

Total liabilities

52,807

 

 

 

Net Assets

$ 7,421,940

Net Assets consist of:

 

Paid in capital

$ 7,575,356

Undistributed net investment income

3,470

Accumulated undistributed net realized gain (loss) on investments

43,861

Net unrealized appreciation (depreciation) on investments

(200,747)

Net Assets

$ 7,421,940

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Income Opportunities:
Net Asset Value
, offering price and redemption price per share ($6,515,227 ÷ 625,466.7 shares)

$ 10.42

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($694,209 ÷ 66,649.8 shares)

$ 10.42

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($106,425 ÷ 10,218.5 shares)

$ 10.41

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($106,079 ÷ 10,185.4 shares)

$ 10.41

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 354,270

Affiliated issuers

 

50,250

Total income

 

404,520

 

 

 

Expenses

Management fee

$ 21,660

Transfer agent fees

534

Distribution and service plan fees

263

Accounting fees and expenses

901

Custodian fees and expenses

13,120

Independent trustees' compensation

78

Registration fees

42,577

Audit

31,404

Legal

44

Miscellaneous

43

Total expenses before reductions

110,624

Expense reductions

(103,136)

7,488

Net investment income (loss)

397,032

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(25,483)

Affiliated issuers

(8,392)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

56,872

 

Affiliated issuers

53,295

 

Total net realized gain (loss)

 

76,292

Change in net unrealized appreciation (depreciation) on investment securities

(353,036)

Net gain (loss)

(276,744)

Net increase (decrease) in net assets resulting from operations

$ 120,288

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 397,032

$ 144,481

Net realized gain (loss)

76,292

30,972

Change in net unrealized appreciation (depreciation)

(353,036)

116,625

Net increase (decrease) in net assets resulting
from operations

120,288

292,078

Distributions to shareholders from net investment income

(397,555)

(140,955)

Distributions to shareholders from net realized gain

(53,145)

(10,221)

Total distributions

(450,700)

(151,176)

Share transactions - net increase (decrease)

1,545,269

4,836,537

Redemption fees

1,359

2,115

Total increase (decrease) in net assets

1,216,216

4,979,554

 

 

 

Net Assets

Beginning of period

6,205,724

1,226,170

End of period (including undistributed net investment income of $3,470 and undistributed net investment income of $3,994, respectively)

$ 7,421,940

$ 6,205,724

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Income Opportunities

Years ended February 28,

2015

2014

2013 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.88

$ 10.60

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .585

  .616

  .436

Net realized and unrealized gain (loss)

  (.382)

  .296

  .615

Total from investment operations

  .203

  .912

  1.051

Distributions from net investment income

  (.586)

  (.610)

  (.431)

Distributions from net realized gain

  (.079)

  (.031)

  (.020)

Total distributions

  (.665)

  (.641)

  (.451)

Redemption fees added to paid in capital D

  .002

  .009

  - H

Net asset value, end of period

$ 10.42

$ 10.88

$ 10.60

Total ReturnB, C

  1.95%

  9.02%

  10.69%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.53%

  4.32%

  10.12%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83%

  6.03% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 6,515

$ 5,358

$ 1,042

Portfolio turnover rateG

  39%

  46%

  27% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period June 19, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.88

$ 10.60

$ 10.52

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .586

  .617

  .125

Net realized and unrealized gain (loss)

  (.383)

  .295

  .096

Total from investment operations

  .203

  .912

  .221

Distributions from net investment income

  (.586)

  (.610)

  (.121)

Distributions from net realized gain

  (.079)

  (.031)

  (.020)

Total distributions

  (.665)

  (.641)

  (.141)

Redemption fees added to paid in capital D

  .002

  .009

  - H

Net asset value, end of period

$ 10.42

$ 10.88

$ 10.60

Total ReturnB, C

  1.95%

  9.02%

  2.11%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  1.53%

  4.16%

  7.40%A

Expenses net of fee waivers, if any

  .10%

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83%

  5.99% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 694

$ 639

$ 184

Portfolio turnover rateG

  39%

  46%

  27% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

H Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.88

$ 10.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .585

  .186

Net realized and unrealized gain (loss)

  (.392)

  .278

Total from investment operations

  .193

  .464

Distributions from net investment income

  (.586)

  (.180)

Distributions from net realized gain

  (.079)

  (.027)

Total distributions

  (.665)

  (.207)

Redemption fees added to paid in capital D

  .002

  .003

Net asset value, end of period

$ 10.41

$ 10.88

Total ReturnB, C

  1.85%

  4.44%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.54%

  3.35%A

Expenses net of fee waivers, if any

  .10%

  .10%A

Expenses net of all reductions

  .10%

  .10%A

Net investment income (loss)

  5.50%

  5.83% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 104

Portfolio turnover rateG

  39%

  46%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.88

$ 10.62

Income from Investment Operations

 

 

Net investment income (loss) D

  .559

  .178

Net realized and unrealized gain (loss)

  (.392)

  .279

Total from investment operations

  .167

  .457

Distributions from net investment income

  (.560)

  (.173)

Distributions from net realized gain

  (.079)

  (.027)

Total distributions

  (.639)

  (.200)

Redemption fees added to paid in capital D

  .002

  .003

Net asset value, end of period

$ 10.41

$ 10.88

Total ReturnB, C

  1.60%

  4.37%

Ratios to Average Net Assets F

 

 

Expenses before reductions

  1.78%

  3.61%A

Expenses net of fee waivers, if any

  .35%

  .35%A

Expenses net of all reductions

  .35%

  .35%A

Net investment income (loss)

  5.25%

  5.58% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 106

$ 104

Portfolio turnover rateG

  39%

  46%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Income Opportunities Fund of Funds (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund currently invests in affiliated and unaffiliated mutual funds (the Underlying Funds). The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Income Opportunities, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The 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:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses a third party pricing vendor approved by the Board of Trustees (the Board) 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 believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Annual 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. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 52,078

Gross unrealized depreciation

(274,240)

Net unrealized appreciation (depreciation) on securities

$ (222,162)

 

 

Tax Cost

$ 7,663,878

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,883

Undistributed long-term capital gain

$ 61,887

Net unrealized appreciation (depreciation) on securities and other investments

$ (222,162)

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 422,004

$ 150,924

Long-term Capital Gains

28,696

252

Total

$ 450,700

$ 151,176

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Redemptions of Underlying Fund Shares.

Purchases and redemptions of the Underlying Fund shares, aggregated $4,457,532 and $2,821,203, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .80% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .30% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 263

$ 263

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Income Opportunities

$ 530

.01

Class L

2

.00

Class N

2

.00

 

$ 534

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $21,660.

The investment adviser has also contractually agreed to reimburse Income Opportunities, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Income Opportunities

.10%

$ 71,430

Class F

.10%

7,667

Class L

.10%

1,192

Class N

.35%

1,187

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014 A

From net investment income

 

 

Income Opportunities

$ 348,958

$ 119,217

Class F

37,279

18,391

Class L

5,797

1,711

Class N

5,521

1,636

Total

$ 397,555

$ 140,955

From net realized gain

 

 

Income Opportunities

$ 46,594

$ 8,322

Class F

4,997

1,389

Class L

778

255

Class N

776

255

Total

$ 53,145

$ 10,221

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sales of shares) to February 28, 2014.

Annual Report

Notes to Financial Statements - continued

8. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014 A

2015

2014 A

Income Opportunities

 

 

 

 

Shares sold

451,656

464,657

$ 4,840,883

$ 4,944,465

Reinvestment of distributions

37,241

11,967

395,140

127,488

Shares redeemed

(355,829)

(82,508)

(3,788,639)

(878,566)

Net increase (decrease)

133,068

394,116

$ 1,447,384

$ 4,193,387

Class F

 

 

 

 

Shares sold

22,962

47,356

$ 244,913

$ 503,481

Reinvestment of distributions

3,982

1,858

42,276

19,780

Shares redeemed

(19,020)

(7,873)

(202,158)

(83,968)

Net increase (decrease)

7,924

41,341

$ 85,031

$ 439,293

Class L

 

 

 

 

Shares sold

-

9,416

$ -

$ 100,000

Reinvestment of distributions

620

183

6,560

1,966

Net increase (decrease)

620

9,599

$ 6,560

$ 101,966

Class N

 

 

 

 

Shares sold

-

9,416

$ -

$ 100,000

Reinvestment of distributions

593

176

6,294

1,891

Net increase (decrease)

593

9,592

$ 6,294

$ 101,891

A Share transactions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 30% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Income Opportunities Fund of Funds:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Income Opportunities Fund of Funds (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year ended February 28, 2015, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Income Opportunities Fund of Funds's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 20, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in

Annual Report

Trustees and Officers - continued

Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals).

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Annual Report

Trustees and Officers - continued

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present),Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Advisory Board Member and Officers:

Correspondence intended for each officer, and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Income Opportunities Fund of Funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived for capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class L

04/13/15

04/10/15

$0.095

Class N

04/13/15

04/10/15

$0.095

The fund hereby designates as a capital gain dividend with respect to the taxable year ended February 28, 2015, $67,677, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Income Opportunities Fund of Funds

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the management contract (Advisory Contract) throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contract, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contract. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contract for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contract is in the best interests of the fund and its shareholders. Also, the Board found that the advisory fee to be charged under the Advisory Contract bears a reasonable relationship to the services rendered and is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contract was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of Strategic Advisers' portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Annual Report

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Strategic Advisers' investment staff, its use of technology, and Strategic Advisers' approach to managing and compensating investment personnel. The Board noted that Strategic Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered Strategic Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by Strategic Advisers and its affiliates under the Advisory Contract and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund of Funds

srq356450

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the first quartile and that Class F had out-performed 80% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contract should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to Strategic Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.80% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.10%, 0.10%, and 0.35%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.10% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Income Opportunities Fund of Funds

srq356452

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each class were above the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for retail class and Class L ranked below median when compared to a universe of no-load funds. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee. The total expenses of Class F ranked above the median primarily due to small fund size, which resulted in higher expenses than other funds in the peer group.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board took into consideration that Strategic Advisers had agreed to waive 0.30% of its management fee through April 30, 2015 and the Board also took into consideration Strategic Advisers' contractual reimbursement commitment.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structure bears a reasonable relationship to the services rendered and that the fund's Advisory Contract should be renewed because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fee charged thereunder is based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ODF-L-ODF-N-ANN-0415
1.9585963.101
Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers® Core Income Multi-Manager Fund

Annual Report

February 28, 2015

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts) to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Strategic Advisers® Core Income Multi-Manager Fund

4.83%

3.20%

A From June 19, 2012.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Income Multi-Manager Fund, a class of the fund, on June 19, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Aggregate Bond Index performed over the same period.

acf414

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a positive return for the 12 months ending February 28, 2015, despite a late-period price decline driven by expectations of higher interest rates and inflation. The Barclays® U.S. Aggregate Bond Index rose 5.05%, significantly outperforming the negative return of international bonds, which struggled due to a surging U.S. dollar. For much of the period, investors in many parts of the world sought the perceived safe haven of U.S. bonds, due to economic weakness throughout much of Europe and parts of Asia. Longer-maturity bonds posted the biggest advance, as the yield curve flattened substantially. Among sectors within the Barclays index, investment-grade credit rose 6.50% amid demand for higher-quality assets with relatively high yields. Treasuries rose 4.40%, driven by a preference for conservative investments for much of the period. That proclivity changed somewhat in February, when investors snapped up riskier assets amid a rally in higher-yielding bonds, especially in the beaten-down energy and materials sectors. At period end, many investors continued to expect that the U.S. Federal Reserve will raise policy interest rates later this year for the first time since 2006.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Core Income Multi-Manager Fund: For the year, Strategic Advisers® Core Income Multi-Manager Fund (a class of the Fund) gained 4.83%, trailing the Barclays® U.S. Aggregate Bond Index. Relative to the benchmark, Prudential Short-Term Corporate Bond Fund detracted because its focus on short-term bonds caused it to lag the index during a period when longer-term bond yields declined and their prices rose. The performance of PIMCO Total Return Fund was dampened by an underweighting in longer-term U.S. Treasuries, which performed exceptionally well during the period. Additionally, PIMCO's holdings of Treasury Inflation-Protected Securities (TIPS) worked against its results as the asset class underperformed amid moderating inflation expectations. On the plus side, two funds from Western Asset Management - Core Bond Fund and Core Plus Bond Fund - collectively delivered the biggest relative contribution. These funds benefited from positions in corporate bonds, both high yield and investment grade, as well as solid selections among non-government-agency mortgage-backed securities and emerging-markets debt. They also were helped by holding longer-maturity bonds, giving these funds somewhat greater interest-rate sensitivity than that of the Barclays index at a time when longer-term interest-rate risk was rewarded. I added Prudential Total Return Bond Fund during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Core Income Multi-Manager

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class F

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class L

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,021.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class N

.48%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.10

$ 2.40

HypotheticalA

 

$ 1,000.00

$ 1,022.41

$ 2.41

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

PIMCO Total Return Fund Institutional Class

19.8

23.5

Western Asset Core Plus Bond Fund - Class IS

13.5

13.2

Metropolitan West Total Return Bond Fund Class I

11.0

10.7

JPMorgan Core Bond Fund Select Class

8.5

8.8

Western Asset Core Bond Fund Class I

6.3

6.5

U.S. Treasury Obligations

5.9

6.1

DoubleLine Total Return Bond Fund Class I

5.4

5.3

Prudential Total Return Bond Fund Class Z

4.8

0.1

Prudential Short-Term Corporate Bond Fund Class Z

3.6

3.6

Fannie Mae

2.6

5.5

 

81.4

 

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

acf416

Corporate Bonds 10.8%

 

acf418

Corporate Bonds 9.6%

 

acf420

U.S. Government and
U.S. Government
Agency Obligations 11.0%

 

acf422

U.S. Government and
U.S. Government
Agency Obligations 12.9%

 

acf424

Asset-Backed
Securities 0.2%

 

acf426

Asset-Backed
Securities 0.0%

 

acf428

CMOs and Other
Mortgage Related
Securities 1.9%

 

acf430

CMOs and Other
Mortgage Related
Securities 2.1%

 

acf432

Municipal Securities 0.3%

 

acf434

Municipal Securities 0.3%

 

acf436

Intermediate-Term
Bond Funds 71.6%

 

acf438

Intermediate-Term
Bond Funds 70.6%

 

acf440

Other Investments 0.1%

 

acf442

Other Investments 0.1%

 

acf444

Short-Term Funds 3.6%

 

acf446

Short-Term Funds 3.6%

 

acf448

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.5%

 

acf450

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

acf452

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 10.8%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.1%

Automobiles - 0.4%

General Motors Co.:

3.5% 10/2/18

$ 20,000

$ 20,600

6.25% 10/2/43

7,000

8,686

General Motors Financial Co., Inc.:

2.625% 7/10/17

20,000

20,254

3% 9/25/17

31,000

31,698

3.25% 5/15/18

10,000

10,213

3.5% 7/10/19

10,000

10,287

4.25% 5/15/23

10,000

10,475

4.375% 9/25/21

55,000

58,438

4.75% 8/15/17

15,000

15,904

 

186,555

Diversified Consumer Services - 0.0%

Ingersoll-Rand Global Holding Co. Ltd. 4.25% 6/15/23

9,000

9,669

Media - 0.7%

COX Communications, Inc. 3.25% 12/15/22 (c)

4,000

4,039

Discovery Communications LLC 3.25% 4/1/23

2,000

1,983

NBCUniversal, Inc. 5.15% 4/30/20

100,000

115,075

Time Warner Cable, Inc.:

4% 9/1/21

118,000

125,035

5.85% 5/1/17

4,000

4,360

8.25% 4/1/19

17,000

20,762

Viacom, Inc. 4.25% 9/1/23

22,000

22,950

 

294,204

TOTAL CONSUMER DISCRETIONARY

490,428

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Heineken NV 2.75% 4/1/23 (c)

5,000

4,925

Food & Staples Retailing - 0.1%

CVS Health Corp. 4% 12/5/23

8,000

8,678

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,000

3,030

2.7% 11/18/19

6,000

6,106

3.3% 11/18/21

7,000

7,202

3.8% 11/18/24

6,000

6,247

 

31,263

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Food Products - 0.0%

ConAgra Foods, Inc.:

1.9% 1/25/18

$ 4,000

$ 3,994

3.2% 1/25/23

3,000

2,959

 

6,953

Tobacco - 0.3%

Altria Group, Inc.:

2.85% 8/9/22

7,000

6,991

4% 1/31/24

6,000

6,427

4.75% 5/5/21

20,000

22,287

5.375% 1/31/44

10,000

11,843

9.7% 11/10/18

2,000

2,573

Reynolds American, Inc.:

3.25% 11/1/22

50,000

49,867

4.75% 11/1/42

8,000

8,124

6.15% 9/15/43

4,000

4,838

 

112,950

TOTAL CONSUMER STAPLES

156,091

ENERGY - 1.3%

Energy Equipment & Services - 0.2%

DCP Midstream LLC 4.75% 9/30/21 (c)

100,000

94,518

Oil, Gas & Consumable Fuels - 1.1%

BP Capital Markets PLC:

3.535% 11/4/24

11,000

11,300

4.5% 10/1/20

4,000

4,418

DCP Midstream Operating LP:

2.5% 12/1/17

5,000

4,857

2.7% 4/1/19

4,000

3,780

3.875% 3/15/23

20,000

18,132

5.6% 4/1/44

10,000

8,656

El Paso Corp. 6.5% 9/15/20

8,000

9,230

Enable Midstream Partners LP:

2.4% 5/15/19 (c)

3,000

2,928

3.9% 5/15/24 (c)

3,000

2,943

Enterprise Products Operating LP:

2.55% 10/15/19

2,000

2,022

3.75% 2/15/25

7,000

7,278

Nonconvertible Bonds - continued

 

Principal Amount

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kinder Morgan Holding Co. LLC:

3.05% 12/1/19

$ 8,000

$ 8,075

4.3% 6/1/25

20,000

20,894

MPLX LP 4% 2/15/25

2,000

2,029

Petrobras Global Finance BV:

5.625% 5/20/43

10,000

7,982

7.25% 3/17/44

61,000

55,140

Petroleos Mexicanos:

3.5% 7/23/20 (c)

10,000

10,180

5.5% 6/27/44

120,000

121,800

6.5% 6/2/41

15,000

16,911

Southwestern Energy Co.:

3.3% 1/23/18

4,000

4,056

4.05% 1/23/20

8,000

8,195

4.95% 1/23/25

71,000

72,958

Spectra Energy Partners, LP 2.95% 9/25/18

2,000

2,064

The Williams Companies, Inc.:

3.7% 1/15/23

3,000

2,805

4.55% 6/24/24

38,000

37,127

Western Gas Partners LP 5.375% 6/1/21

2,000

2,231

Williams Partners LP 4.3% 3/4/24

8,000

8,229

 

456,220

TOTAL ENERGY

550,738

FINANCIALS - 6.2%

Banks - 1.7%

Bank of America Corp.:

2.6% 1/15/19

21,000

21,330

3.3% 1/11/23

69,000

69,958

4.1% 7/24/23

10,000

10,749

4.125% 1/22/24

100,000

106,233

4.25% 10/22/26

11,000

11,254

Citigroup, Inc.:

1.85% 11/24/17

21,000

21,037

4.05% 7/30/22

4,000

4,168

5.3% 5/6/44

21,000

23,492

5.5% 9/13/25

4,000

4,530

6.125% 5/15/18

31,000

34,953

Credit Suisse AG 6% 2/15/18

2,000

2,221

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.:

2.35% 1/28/19

$ 4,000

$ 4,057

3.25% 9/23/22

22,000

22,498

3.875% 9/10/24

26,000

26,511

4.125% 12/15/26

31,000

31,817

4.25% 10/15/20

4,000

4,371

4.35% 8/15/21

4,000

4,375

4.5% 1/24/22

100,000

110,563

4.625% 5/10/21

4,000

4,445

4.95% 3/25/20

4,000

4,480

Marshall & Ilsley Bank 5% 1/17/17

1,000

1,058

Regions Financial Corp. 2% 5/15/18

10,000

9,942

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

100,000

105,920

6% 12/19/23

35,000

39,182

6.1% 6/10/23

13,000

14,575

6.125% 12/15/22

29,000

32,713

 

726,432

Capital Markets - 1.4%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

13,000

12,939

4.25% 2/15/24

4,000

4,226

Goldman Sachs Group, Inc.:

1.748% 9/15/17

30,000

29,910

2.625% 1/31/19

24,000

24,413

2.9% 7/19/18

29,000

29,850

5.75% 1/24/22

8,000

9,355

6.75% 10/1/37

190,000

246,038

Lazard Group LLC 4.25% 11/14/20

8,000

8,518

Morgan Stanley:

2.125% 4/25/18

15,000

15,110

2.375% 7/23/19

20,000

20,122

3.7% 10/23/24

18,000

18,583

3.75% 2/25/23

36,000

37,605

4.875% 11/1/22

147,000

159,707

5% 11/24/25

13,000

14,328

 

630,704

Consumer Finance - 0.1%

Discover Financial Services 3.95% 11/6/24

7,000

7,136

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Consumer Finance - continued

General Electric Capital Corp.:

4.625% 1/7/21

$ 9,000

$ 10,138

4.65% 10/17/21

4,000

4,536

Hyundai Capital America:

1.875% 8/9/16 (c)

3,000

3,032

2.125% 10/2/17 (c)

4,000

4,035

Synchrony Financial:

1.875% 8/15/17

3,000

3,004

3% 8/15/19

4,000

4,068

3.75% 8/15/21

6,000

6,226

4.25% 8/15/24

6,000

6,289

 

48,464

Insurance - 0.4%

American International Group, Inc.:

2.3% 7/16/19

5,000

5,060

5.6% 10/18/16

9,000

9,643

Hartford Financial Services Group, Inc. 5.125% 4/15/22

2,000

2,301

MetLife, Inc. 4.368% 9/15/23

8,000

8,885

Pacific LifeCorp:

5.125% 1/30/43 (c)

11,000

12,477

6% 2/10/20 (c)

2,000

2,262

Prudential Financial, Inc. 4.5% 11/16/21

100,000

110,688

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (c)

13,000

14,943

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (c)

3,000

3,062

4.125% 11/1/24 (c)

4,000

4,225

 

173,546

Real Estate Investment Trusts - 1.3%

Alexandria Real Estate Equities, Inc. 2.75% 1/15/20

2,000

1,996

American Campus Communities Operating Partnership LP 3.75% 4/15/23

3,000

3,032

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,000

5,255

4.2% 12/15/23

20,000

21,400

Boston Properties, Inc. 3.85% 2/1/23

25,000

26,351

Camden Property Trust:

2.95% 12/15/22

4,000

3,944

4.25% 1/15/24

8,000

8,496

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

DDR Corp.:

3.5% 1/15/21

$ 140,000

$ 144,221

3.625% 2/1/25

5,000

5,002

4.75% 4/15/18

132,000

141,647

9.625% 3/15/16

3,000

3,255

Duke Realty LP:

3.625% 4/15/23

5,000

5,095

3.75% 12/1/24

4,000

4,098

3.875% 10/15/22

8,000

8,326

5.95% 2/15/17

100,000

108,232

Equity One, Inc. 3.75% 11/15/22

20,000

20,209

Government Properties Income Trust 3.75% 8/15/19

10,000

10,254

Health Care REIT, Inc.:

2.25% 3/15/18

5,000

5,041

4.7% 9/15/17

2,000

2,150

Highwoods/Forsyth LP 3.2% 6/15/21

6,000

6,078

Lexington Corporate Properties Trust 4.4% 6/15/24

4,000

4,142

Omega Healthcare Investors, Inc.:

4.5% 1/15/25 (c)

3,000

3,061

4.95% 4/1/24

3,000

3,207

Retail Opportunity Investments Partnership LP:

4% 12/15/24

2,000

2,045

5% 12/15/23

2,000

2,188

Weingarten Realty Investors 3.375% 10/15/22

2,000

1,987

WP Carey, Inc.:

4% 2/1/25

11,000

10,920

4.6% 4/1/24

20,000

20,736

 

582,368

Real Estate Management & Development - 1.3%

BioMed Realty LP:

2.625% 5/1/19

6,000

6,028

4.25% 7/15/22

4,000

4,210

Brandywine Operating Partnership LP:

3.95% 2/15/23

10,000

10,133

4.1% 10/1/24

10,000

10,187

4.55% 10/1/29

10,000

10,386

4.95% 4/15/18

11,000

11,830

ERP Operating LP:

2.375% 7/1/19

7,000

7,046

4.625% 12/15/21

275,000

305,444

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Essex Portfolio LP 3.875% 5/1/24

$ 7,000

$ 7,331

Liberty Property LP:

3.375% 6/15/23

25,000

24,849

5.5% 12/15/16

100,000

107,051

Mack-Cali Realty LP:

2.5% 12/15/17

9,000

9,036

3.15% 5/15/23

12,000

10,919

Mid-America Apartments LP 4.3% 10/15/23

2,000

2,133

Tanger Properties LP:

3.75% 12/1/24

7,000

7,186

3.875% 12/1/23

4,000

4,147

Ventas Realty LP:

3.5% 2/1/25

3,000

3,025

4.375% 2/1/45

2,000

2,018

Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19

3,000

3,202

 

546,161

TOTAL FINANCIALS

2,707,675

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co.:

2.675% 12/15/19

3,000

3,068

4.685% 12/15/44

3,000

3,276

 

6,344

Health Care Providers & Services - 0.1%

Express Scripts Holding Co. 4.75% 11/15/21

2,000

2,231

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,000

2,022

2.875% 3/15/23

13,000

13,287

WellPoint, Inc. 3.3% 1/15/23

21,000

21,528

 

39,068

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc. 4.15% 2/1/24

3,000

3,221

Pharmaceuticals - 0.0%

AbbVie, Inc. 1.75% 11/6/17

10,000

10,077

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

$ 3,000

$ 2,995

Zoetis, Inc. 3.25% 2/1/23

4,000

3,984

 

17,056

TOTAL HEALTH CARE

65,689

INDUSTRIALS - 0.1%

Trading Companies & Distributors - 0.1%

Air Lease Corp.:

2.125% 1/15/18

5,000

4,981

3.75% 2/1/22

11,000

11,170

3.875% 4/1/21

9,000

9,270

4.25% 9/15/24

9,000

9,270

 

34,691

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Components - 0.0%

Tyco Electronics Group SA 2.375% 12/17/18

2,000

2,025

MATERIALS - 0.2%

Metals & Mining - 0.2%

Alcoa, Inc. 5.125% 10/1/24

6,000

6,526

Barrick Gold Corp.:

3.85% 4/1/22

6,000

5,953

4.1% 5/1/23

66,000

65,707

Freeport-McMoRan, Inc. 3.875% 3/15/23

5,000

4,587

 

82,773

TELECOMMUNICATION SERVICES - 0.9%

Diversified Telecommunication Services - 0.9%

AT&T, Inc. 5.55% 8/15/41

48,000

52,296

CenturyLink, Inc.:

5.15% 6/15/17

2,000

2,110

6% 4/1/17

2,000

2,140

6.15% 9/15/19

2,000

2,185

Embarq Corp. 7.082% 6/1/16

6,000

6,415

Verizon Communications, Inc.:

3.45% 3/15/21

28,000

29,149

4.5% 9/15/20

103,000

113,282

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.: - continued

5.012% 8/21/54 (c)

$ 74,000

$ 77,307

6.55% 9/15/43

76,000

100,005

 

384,889

UTILITIES - 0.5%

Electric Utilities - 0.2%

American Electric Power Co., Inc. 2.95% 12/15/22

4,000

4,011

American Transmission Systems, Inc. 5% 9/1/44 (c)

4,000

4,584

Cleveland Electric Illuminating Co. 5.7% 4/1/17

3,000

3,218

Duke Energy Corp. 2.1% 6/15/18

5,000

5,089

FirstEnergy Corp.:

2.75% 3/15/18

22,000

22,424

4.25% 3/15/23

30,000

31,586

7.375% 11/15/31

5,000

6,380

PPL Capital Funding, Inc. 3.4% 6/1/23

6,000

6,188

 

83,480

Multi-Utilities - 0.3%

Dominion Resources, Inc. 2.5566% 9/30/66 (d)

6,000

5,578

NiSource Finance Corp. 4.45% 12/1/21

100,000

108,523

Puget Energy, Inc.:

6% 9/1/21

13,000

15,454

6.5% 12/15/20

4,000

4,787

 

134,342

TOTAL UTILITIES

217,822

TOTAL NONCONVERTIBLE BONDS

(Cost $4,504,748)


4,692,821

U.S. Government and Government Agency Obligations - 5.9%

 

U.S. Treasury Inflation-Protected Obligations - 0.8%

U.S. Treasury Inflation Indexed Bonds 0.75% 2/15/45

180,000

183,629

U.S. Treasury Inflation-Indexed Bonds 1.375% 2/15/44

120,902

143,696

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

327,325

U.S. Government and Government Agency Obligations - continued

 

Principal Amount

Value

U.S. Treasury Obligations - 5.1%

U.S. Treasury Notes:

0.5% 1/31/17

$ 82,000

$ 81,833

0.625% 12/31/16

460,000

460,359

0.875% 10/15/17

654,000

653,489

0.875% 11/15/17

590,000

588,986

0.875% 1/15/18

100,000

99,695

1% 12/15/17

333,000

333,416

TOTAL U.S. TREASURY OBLIGATIONS

2,217,778

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,538,230)


2,545,103

U.S. Government Agency - Mortgage Securities - 5.1%

 

Fannie Mae - 2.6%

2.5% 1/1/28

97,216

99,806

3% 7/1/43 to 9/1/43

277,995

283,664

4% 3/1/42 to 8/1/42

283,184

303,818

4.5% 3/1/41 to 1/1/42

132,269

144,390

5.5% 5/1/27 to 9/1/41

271,124

304,411

TOTAL FANNIE MAE

1,136,089

Freddie Mac - 1.1%

3% 2/1/43

87,612

89,792

3.5% 4/1/43 to 8/1/43

187,960

197,360

4% 2/1/41

93,379

100,141

4.5% 3/1/41 to 4/1/41

93,503

101,861

TOTAL FREDDIE MAC

489,154

Ginnie Mae - 1.4%

3% 1/20/45

99,990

102,826

3.5% 4/20/42 to 2/20/45

175,437

184,437

4% 11/20/40

78,884

84,742

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount

Value

Ginnie Mae - continued

4.5% 5/20/41

$ 98,333

$ 107,050

5% 10/15/33

113,840

127,090

TOTAL GINNIE MAE

606,145

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,198,524)


2,231,388

Asset-Backed Securities - 0.2%

 

Capital Auto Receivables Asset Trust Series 2014-2 Class D, 2.81% 8/20/19

4,000

3,997

Santander Drive Auto Receivables Trust:

Series 2013-5 Class D, 2.73% 10/15/19

11,000

11,062

Series 2014-1 Class D, 2.91% 4/15/20

11,000

11,050

Series 2014-4:

Class C, 2.6% 11/16/20

6,000

6,033

Class D, 3.1% 11/16/20

10,000

10,024

Vericrest Opportunity Loan Trust Series 2014-NPL7 Class A1, 3.125% 8/27/57 (c)

40,850

40,855

TOTAL ASSET-BACKED SECURITIES

(Cost $82,974)


83,021

Commercial Mortgage Securities - 1.9%

 

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

98,500

104,357

Greenwich Capital Commercial Funding Corp. sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

120,000

127,198

GS Mortgage Securities Trust sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39

6,554

6,945

JPMorgan Chase Commercial Mortgage Securities Trust sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

9,607

10,089

Series 2007-CB18 Class A4, 5.44% 6/12/47

67,256

71,191

Series 2007-LD11 Class A4, 5.7953% 6/15/49 (d)

240,000

256,920

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.9055% 7/15/44 (d)

10,000

10,808

Merrill Lynch-CFC Commercial Mortgage Trust sequential payer Series 2006-4 Class A3, 5.172% 12/12/49 (d)

23,501

24,724

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Wachovia Bank Commercial Mortgage Trust sequential payer:

Series 2007-C30 Class A5, 5.342% 12/15/43

$ 170,000

$ 181,038

Series 2007-C31 Class A4, 5.509% 4/15/47

10,000

10,514

Series 2007-C33 Class A4, 5.9428% 2/15/51 (d)

23,874

25,454

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $855,305)


829,238

Municipal Securities - 0.3%

 

Chicago Gen. Oblig.:

(Taxable Proj.) Series 2012 B, 5.432% 1/1/42

5,000

4,653

6.314% 1/1/44

35,000

36,602

Illinois Gen. Oblig.:

Series 2003, 5.1% 6/1/33

65,000

65,599

Series 2010-1, 6.63% 2/1/35

5,000

5,634

Series 2010-3, 6.725% 4/1/35

5,000

5,676

Series 2011, 5.877% 3/1/19

5,000

5,540

Series 2013:

1.84% 12/1/16

5,000

5,003

3.6% 12/1/19

5,000

5,066

TOTAL MUNICIPAL SECURITIES

(Cost $130,797)


133,773

Foreign Government and Government Agency Obligations - 0.1%

 

United Mexican States 3.5% 1/21/21
(Cost $49,507)

49,000


51,205

Fixed-Income Funds - 71.6%

Shares

 

Intermediate-Term Bond Funds - 71.6%

DoubleLine Total Return Bond Fund Class I

212,812

2,345,191

Fidelity GNMA Fund (b)

84,162

982,171

JPMorgan Core Bond Fund Select Class

311,977

3,690,687

Metropolitan West Total Return Bond Fund Class I

435,907

4,786,260

PIMCO Total Return Fund Institutional Class

790,545

8,569,510

Prudential Total Return Bond Fund Class Z

142,904

2,084,971

Fixed-Income Funds - continued

Shares

Value

Intermediate-Term Bond Funds - continued

Western Asset Core Bond Fund Class I

219,146

$ 2,730,559

Western Asset Core Plus Bond Fund - Class IS

495,707

5,844,389

TOTAL FIXED-INCOME FUNDS

(Cost $30,980,856)


31,033,738

Short-Term Funds - 3.6%

 

 

 

 

Short-Term Funds - 3.6%

Prudential Short-Term Corporate Bond Fund Class Z
(Cost $1,572,773)

137,196


1,546,193

Money Market Funds - 0.4%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $172,017)

172,017


172,017

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $43,085,731)

43,318,497

NET OTHER ASSETS (LIABILITIES) - 0.1%

41,606

NET ASSETS - 100%

$ 43,360,103

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $289,376 or 0.7% of net assets.

(d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity GNMA Fund

$ 1,027,394

$ 5,909

$ 71,698

$ 21,845

$ 982,171

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 4,692,821

$ -

$ 4,692,821

$ -

U.S. Government and Government Agency Obligations

2,545,103

-

2,545,103

-

U.S. Government Agency - Mortgage Securities

2,231,388

-

2,231,388

-

Asset-Backed Securities

83,021

-

83,021

-

Commercial Mortgage Securities

829,238

-

829,238

-

Municipal Securities

133,773

-

133,773

-

Foreign Government and Government Agency Obligations

51,205

-

51,205

-

Fixed-Income Funds

31,033,738

31,033,738

-

-

Short-Term Funds

1,546,193

1,546,193

-

-

Money Market Funds

172,017

172,017

-

-

Total Investments in Securities:

$ 43,318,497

$ 32,751,948

$ 10,566,549

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $42,091,128)

$ 42,336,326

 

Affiliated issuers (cost $994,603)

982,171

 

Total Investments (cost $43,085,731)

 

$ 43,318,497

Receivable for investments sold

18,797

Receivable for fund shares sold

64,673

Dividends receivable

1,125

Interest receivable

72,516

Prepaid expenses

24

Receivable from investment adviser for expense reductions

1,722

Other receivables

192

Total assets

43,477,546

 

 

 

Liabilities

Payable for investments purchased

$ 72,101

Accrued management fee

1,182

Distribution and service plan fees payable

22

Audit fee payable

37,773

Other affiliated payables

1,936

Other payables and accrued expenses

4,429

Total liabilities

117,443

 

 

 

Net Assets

$ 43,360,103

Net Assets consist of:

 

Paid in capital

$ 43,270,844

Undistributed net investment income

7,438

Accumulated undistributed net realized gain (loss) on investments

(150,945)

Net unrealized appreciation (depreciation) on investments

232,766

Net Assets

$ 43,360,103

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Core Income Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($40,564,013 ÷ 4,046,431 shares)

$ 10.02

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,582,507 ÷ 257,491 shares)

$ 10.03

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($106,963 ÷ 10,668 shares)

$ 10.03

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($106,620 ÷ 10,634 shares)

$ 10.03

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 896,361

Affiliated issuers

 

21,845

Interest

 

373,858

Total income

 

1,292,064

 

 

 

Expenses

Management fee

$ 138,747

Transfer agent fees

6,050

Distribution and service plan fees

260

Accounting fees and expenses

17,270

Custodian fees and expenses

14,747

Independent trustees' compensation

467

Registration fees

39,712

Audit

53,205

Legal

280

Miscellaneous

389

Total expenses before reductions

271,127

Expense reductions

(173,689)

97,438

Net investment income (loss)

1,194,626

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(106,252)

Affiliated issuers

(1,533)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

79,194

 

Total net realized gain (loss)

 

(28,591)

Change in net unrealized appreciation (depreciation) on investment securities

816,338

Net gain (loss)

787,747

Net increase (decrease) in net assets resulting from operations

$ 1,982,373

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,194,626

$ 1,065,787

Net realized gain (loss)

(28,591)

(103,047)

Change in net unrealized appreciation (depreciation)

816,338

(820,711)

Net increase (decrease) in net assets resulting
from operations

1,982,373

142,029

Distributions to shareholders from net investment income

(1,200,873)

(1,042,035)

Distributions to shareholders from net realized gain

(12,719)

(139,252)

Total distributions

(1,213,592)

(1,181,287)

Share transactions - net increase (decrease)

(1,479,047)

2,863,094

Total increase (decrease) in net assets

(710,266)

1,823,836

 

 

 

Net Assets

Beginning of period

44,070,369

42,246,533

End of period (including undistributed net investment income of $7,438 and undistributed net investment income of $21,488, respectively)

$ 43,360,103

$ 44,070,369

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Core Income Multi-Manager

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.84

$ 10.09

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .285

  .248

  .201

Net realized and unrealized gain (loss)

  .184

  (.222)

  .151

Total from investment operations

  .469

  .026

  .352

Distributions from net investment income

  (.286)

  (.243)

  (.197)

Distributions from net realized gain

  (.003)

  (.033)

  (.065)

Total distributions

  (.289)

  (.276)

  (.262)

Net asset value, end of period

$ 10.02

$ 9.84

$ 10.09

Total ReturnB, C

  4.83%

  .29%

  3.54%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  .65%

  .68%

  .66%A

Expenses net of fee waivers, if any

  .23%

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.53%

  2.84%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 40,564

$ 42,471

$ 41,975

Portfolio turnover rateG

  115%

  87%

  190% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period June 19, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.84

$ 10.10

$ 10.19

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .285

  .245

  .072

Net realized and unrealized gain (loss)

  .194

  (.229)

  (.029)

Total from investment operations

  .479

  .016

  .043

Distributions from net investment income

  (.286)

  (.243)

  (.068)

Distributions from net realized gain

  (.003)

  (.033)

  (.065)

Total distributions

  (.289)

  (.276)

  (.133)

Net asset value, end of period

$ 10.03

$ 9.84

$ 10.10

Total ReturnB, C

  4.94%

  .19%

  .43%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  .63%

  .75%

  .66%A

Expenses net of fee waivers, if any

  .23%

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.53%

  3.62%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,583

$ 1,396

$ 272

Portfolio turnover rateG

  115%

  87%

  190% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.84

$ 9.72

Income from Investment Operations

 

 

Net investment income (loss) D

  .285

  .073

Net realized and unrealized gain (loss)

  .194

  .118 E

Total from investment operations

  .479

  .191

Distributions from net investment income

  (.286)

  (.068)

Distributions from net realized gain

  (.003)

  (.003)

Total distributions

  (.289)

  (.071)

Net asset value, end of period

$ 10.03

$ 9.84

Total ReturnB, C

  4.93%

  1.97%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  .65%

  .82%A

Expenses net of fee waivers, if any

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.52%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 107

$ 102

Portfolio turnover rateH

  115%

  87%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.84

$ 9.72

Income from Investment Operations

 

 

Net investment income (loss) D

  .261

  .066

Net realized and unrealized gain (loss)

  .193

  .118 E

Total from investment operations

  .454

  .184

Distributions from net investment income

  (.261)

  (.061)

Distributions from net realized gain

  (.003)

  (.003)

Total distributions

  (.264)

  (.064)

Net asset value, end of period

$ 10.03

$ 9.84

Total ReturnB, C

  4.68%

  1.90%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  .90%

  1.07%A

Expenses net of fee waivers, if any

  .48%

  .48%A

Expenses net of all reductions

  .48%

  .48%A

Net investment income (loss)

  2.62%

  2.27%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 107

$ 102

Portfolio turnover rateH

  115%

  87%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Core Income Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Core Income Multi-Manager, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers, Inc. (Strategic Advisers) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, commercial mortgage securities and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 701,376

Gross unrealized depreciation

(481,804)

Net unrealized appreciation (depreciation) on securities

$ 219,572

 

 

Tax Cost

$ 43,098,925

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,877

Capital loss carryforward

$ (136,001)

Net unrealized appreciation (depreciation) on securities and other investments

$ 219,572

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration

 

Short-term

$ (89,204)

Long-term

(46,797)

Total capital loss carryforward

$ (136,001)

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,213,592

$ 1,055,230

Long-term Capital Gains

-

126,057

Total

$ 1,213,592

$ 1,181,287

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities and U.S. government securities, aggregated $12,534,334 and $13,777,000, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .65% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .33% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. Pyramis Global Advisors, LLC (Pyramis), an affiliate of the investment adviser, served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Prudential Investment Management, Inc. (Prudential) has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, Prudential has not been allocated any portion of the Fund's assets. Prudential in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 260

$ 260

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Core Income Multi-Manager

$ 6,020

.02

Class L

15

.01

Class N

15

.01

 

$ 6,050

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $63 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $124,819.

The investment adviser has also contractually agreed to reimburse Core Income Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are

Annual Report

6. Expense Reductions - continued

excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Core Income Multi-Manager

.20%

$ 46,733

Class F

.20%

1,880

Class L

.20%

124

Class N

.45%

121

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 $12.

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014 A

From net investment income

 

 

Core Income Multi-Manager

$ 1,138,079

$ 1,026,379

Class F

57,055

14,326

Class L

3,000

703

Class N

2,739

627

Total

$ 1,200,873

$ 1,042,035

From net realized gain

 

 

Core Income Multi-Manager

$ 11,915

$ 138,071

Class F

740

1,119

Class L

32

31

Class N

32

31

Total

$ 12,719

$ 139,252

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

Annual Report

Notes to Financial Statements - continued

8. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014 A

2015

2014 A

Core Income Multi-Manager

 

 

 

 

Shares sold

178,582

93,505

$ 1,772,447

$ 914,665

Reinvestment of distributions

115,800

118,224

1,149,986

1,164,449

Shares redeemed

(563,747)

(54,643)

(5,557,087)

(536,480)

Net increase (decrease)

(269,365)

157,086

$ (2,634,654)

$ 1,542,634

Class F

 

 

 

 

Shares sold

133,544

148,217

$ 1,326,339

$ 1,444,141

Reinvestment of distributions

5,812

1,575

57,795

15,445

Shares redeemed

(23,647)

(34,936)

(234,330)

(340,518)

Net increase (decrease)

115,709

114,856

$ 1,149,804

$ 1,119,068

Class L

 

 

 

 

Shares sold

-

10,288

$ -

$ 100,000

Reinvestment of distributions

305

75

3,032

734

Shares redeemed

-

-

-

-

Net increase (decrease)

305

10,363

$ 3,032

$ 100,734

Class N

 

 

 

 

Shares sold

-

10,288

$ -

$ 100,000

Reinvestment of distributions

279

67

2,771

658

Shares redeeemed

-

-

-

-

Net increase (decrease)

279

10,355

$ 2,771

$ 100,658

A Share transactions for Class L and Class N are for the period November 13, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 90% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Core Income Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Income Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Core Income Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 21, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

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In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

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Trustees and Officers - continued

The fund's Statement of Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

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+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

A total of 10.46% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Income Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Pyramis Global Advisors, LLC (Pyramis) and Prudential Investment Management, Inc. (PIM) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, Pyramis and PIM (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Core Income Multi-Manager Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the third quartile and that Class F had under-performed 53% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.65% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.20%, 0.20%, and 0.45%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.20% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Core Income Multi-Manager Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each of the retail class, Class L, and Class F were below, and the total expenses of Class N were above, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had agreed to waive 0.30% of its management fee through April 30, 2015 and also took into consideration Strategic Advisers' contractual reimbursement commitment.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Pyramis Global Advisors, LLC

Prudential Investment
Management, Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ACF-UANN-0415
1.941269.102

Strategic Advisers®
Core Income Multi-Manager Fund

Class F

Annual Report

February 28, 2015acf458


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class F B

4.94%

3.23%

A From June 19, 2012.

B The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012, are those of Strategic Advisers® Core Income Multi-Manager Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hyphothetically that $10,000 was invested in Strategic Advisers® Core Income Multi-Manager Fund - Class F on June 19, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Aggregate Bond Index performed over the same period. See footnote B above for additional information regarding the performance of Class F.

acf471

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a positive return for the 12 months ending February 28, 2015, despite a late-period price decline driven by expectations of higher interest rates and inflation. The Barclays® U.S. Aggregate Bond Index rose 5.05%, significantly outperforming the negative return of international bonds, which struggled due to a surging U.S. dollar. For much of the period, investors in many parts of the world sought the perceived safe haven of U.S. bonds, due to economic weakness throughout much of Europe and parts of Asia. Longer-maturity bonds posted the biggest advance, as the yield curve flattened substantially. Among sectors within the Barclays index, investment-grade credit rose 6.50% amid demand for higher-quality assets with relatively high yields. Treasuries rose 4.40%, driven by a preference for conservative investments for much of the period. That proclivity changed somewhat in February, when investors snapped up riskier assets amid a rally in higher-yielding bonds, especially in the beaten-down energy and materials sectors. At period end, many investors continued to expect that the U.S. Federal Reserve will raise policy interest rates later this year for the first time since 2006.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Core Income Multi-Manager Fund: For the year, the Class F shares of Strategic Advisers® Core Income Multi-Manager Fund (the Fund) gained 4.94%, trailing the Barclays® U.S. Aggregate Bond Index. Relative to the benchmark, Prudential Short-Term Corporate Bond Fund detracted because its focus on short-term bonds caused it to lag the index during a period when longer-term bond yields declined and their prices rose. The performance of PIMCO Total Return Fund was dampened by an underweighting in longer-term U.S. Treasuries, which performed exceptionally well during the period. Additionally, PIMCO's holdings of Treasury Inflation-Protected Securities (TIPS) worked against its results as the asset class underperformed amid moderating inflation expectations. On the plus side, two funds from Western Asset Management - Core Bond Fund and Core Plus Bond Fund - collectively delivered the biggest relative contribution. These funds benefited from positions in corporate bonds, both high yield and investment grade, as well as solid selections among non-government-agency mortgage-backed securities and emerging-markets debt. They also were helped by holding longer-maturity bonds, giving these funds somewhat greater interest-rate sensitivity than that of the Barclays index at a time when longer-term interest-rate risk was rewarded. I added Prudential Total Return Bond Fund during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Core Income Multi-Manager

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class F

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class L

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,021.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class N

.48%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.10

$ 2.40

HypotheticalA

 

$ 1,000.00

$ 1,022.41

$ 2.41

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

PIMCO Total Return Fund Institutional Class

19.8

23.5

Western Asset Core Plus Bond Fund - Class IS

13.5

13.2

Metropolitan West Total Return Bond Fund Class I

11.0

10.7

JPMorgan Core Bond Fund Select Class

8.5

8.8

Western Asset Core Bond Fund Class I

6.3

6.5

U.S. Treasury Obligations

5.9

6.1

DoubleLine Total Return Bond Fund Class I

5.4

5.3

Prudential Total Return Bond Fund Class Z

4.8

0.1

Prudential Short-Term Corporate Bond Fund Class Z

3.6

3.6

Fannie Mae

2.6

5.5

 

81.4

 

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

acf473

Corporate Bonds 10.8%

 

acf475

Corporate Bonds 9.6%

 

acf477

U.S. Government and
U.S. Government
Agency Obligations 11.0%

 

acf479

U.S. Government and
U.S. Government
Agency Obligations 12.9%

 

acf481

Asset-Backed
Securities 0.2%

 

acf483

Asset-Backed
Securities 0.0%

 

acf485

CMOs and Other
Mortgage Related
Securities 1.9%

 

acf487

CMOs and Other
Mortgage Related
Securities 2.1%

 

acf489

Municipal Securities 0.3%

 

acf491

Municipal Securities 0.3%

 

acf493

Intermediate-Term
Bond Funds 71.6%

 

acf495

Intermediate-Term
Bond Funds 70.6%

 

acf497

Other Investments 0.1%

 

acf499

Other Investments 0.1%

 

acf501

Short-Term Funds 3.6%

 

acf503

Short-Term Funds 3.6%

 

acf505

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.5%

 

acf507

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

acf509

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 10.8%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.1%

Automobiles - 0.4%

General Motors Co.:

3.5% 10/2/18

$ 20,000

$ 20,600

6.25% 10/2/43

7,000

8,686

General Motors Financial Co., Inc.:

2.625% 7/10/17

20,000

20,254

3% 9/25/17

31,000

31,698

3.25% 5/15/18

10,000

10,213

3.5% 7/10/19

10,000

10,287

4.25% 5/15/23

10,000

10,475

4.375% 9/25/21

55,000

58,438

4.75% 8/15/17

15,000

15,904

 

186,555

Diversified Consumer Services - 0.0%

Ingersoll-Rand Global Holding Co. Ltd. 4.25% 6/15/23

9,000

9,669

Media - 0.7%

COX Communications, Inc. 3.25% 12/15/22 (c)

4,000

4,039

Discovery Communications LLC 3.25% 4/1/23

2,000

1,983

NBCUniversal, Inc. 5.15% 4/30/20

100,000

115,075

Time Warner Cable, Inc.:

4% 9/1/21

118,000

125,035

5.85% 5/1/17

4,000

4,360

8.25% 4/1/19

17,000

20,762

Viacom, Inc. 4.25% 9/1/23

22,000

22,950

 

294,204

TOTAL CONSUMER DISCRETIONARY

490,428

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Heineken NV 2.75% 4/1/23 (c)

5,000

4,925

Food & Staples Retailing - 0.1%

CVS Health Corp. 4% 12/5/23

8,000

8,678

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,000

3,030

2.7% 11/18/19

6,000

6,106

3.3% 11/18/21

7,000

7,202

3.8% 11/18/24

6,000

6,247

 

31,263

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Food Products - 0.0%

ConAgra Foods, Inc.:

1.9% 1/25/18

$ 4,000

$ 3,994

3.2% 1/25/23

3,000

2,959

 

6,953

Tobacco - 0.3%

Altria Group, Inc.:

2.85% 8/9/22

7,000

6,991

4% 1/31/24

6,000

6,427

4.75% 5/5/21

20,000

22,287

5.375% 1/31/44

10,000

11,843

9.7% 11/10/18

2,000

2,573

Reynolds American, Inc.:

3.25% 11/1/22

50,000

49,867

4.75% 11/1/42

8,000

8,124

6.15% 9/15/43

4,000

4,838

 

112,950

TOTAL CONSUMER STAPLES

156,091

ENERGY - 1.3%

Energy Equipment & Services - 0.2%

DCP Midstream LLC 4.75% 9/30/21 (c)

100,000

94,518

Oil, Gas & Consumable Fuels - 1.1%

BP Capital Markets PLC:

3.535% 11/4/24

11,000

11,300

4.5% 10/1/20

4,000

4,418

DCP Midstream Operating LP:

2.5% 12/1/17

5,000

4,857

2.7% 4/1/19

4,000

3,780

3.875% 3/15/23

20,000

18,132

5.6% 4/1/44

10,000

8,656

El Paso Corp. 6.5% 9/15/20

8,000

9,230

Enable Midstream Partners LP:

2.4% 5/15/19 (c)

3,000

2,928

3.9% 5/15/24 (c)

3,000

2,943

Enterprise Products Operating LP:

2.55% 10/15/19

2,000

2,022

3.75% 2/15/25

7,000

7,278

Nonconvertible Bonds - continued

 

Principal Amount

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kinder Morgan Holding Co. LLC:

3.05% 12/1/19

$ 8,000

$ 8,075

4.3% 6/1/25

20,000

20,894

MPLX LP 4% 2/15/25

2,000

2,029

Petrobras Global Finance BV:

5.625% 5/20/43

10,000

7,982

7.25% 3/17/44

61,000

55,140

Petroleos Mexicanos:

3.5% 7/23/20 (c)

10,000

10,180

5.5% 6/27/44

120,000

121,800

6.5% 6/2/41

15,000

16,911

Southwestern Energy Co.:

3.3% 1/23/18

4,000

4,056

4.05% 1/23/20

8,000

8,195

4.95% 1/23/25

71,000

72,958

Spectra Energy Partners, LP 2.95% 9/25/18

2,000

2,064

The Williams Companies, Inc.:

3.7% 1/15/23

3,000

2,805

4.55% 6/24/24

38,000

37,127

Western Gas Partners LP 5.375% 6/1/21

2,000

2,231

Williams Partners LP 4.3% 3/4/24

8,000

8,229

 

456,220

TOTAL ENERGY

550,738

FINANCIALS - 6.2%

Banks - 1.7%

Bank of America Corp.:

2.6% 1/15/19

21,000

21,330

3.3% 1/11/23

69,000

69,958

4.1% 7/24/23

10,000

10,749

4.125% 1/22/24

100,000

106,233

4.25% 10/22/26

11,000

11,254

Citigroup, Inc.:

1.85% 11/24/17

21,000

21,037

4.05% 7/30/22

4,000

4,168

5.3% 5/6/44

21,000

23,492

5.5% 9/13/25

4,000

4,530

6.125% 5/15/18

31,000

34,953

Credit Suisse AG 6% 2/15/18

2,000

2,221

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.:

2.35% 1/28/19

$ 4,000

$ 4,057

3.25% 9/23/22

22,000

22,498

3.875% 9/10/24

26,000

26,511

4.125% 12/15/26

31,000

31,817

4.25% 10/15/20

4,000

4,371

4.35% 8/15/21

4,000

4,375

4.5% 1/24/22

100,000

110,563

4.625% 5/10/21

4,000

4,445

4.95% 3/25/20

4,000

4,480

Marshall & Ilsley Bank 5% 1/17/17

1,000

1,058

Regions Financial Corp. 2% 5/15/18

10,000

9,942

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

100,000

105,920

6% 12/19/23

35,000

39,182

6.1% 6/10/23

13,000

14,575

6.125% 12/15/22

29,000

32,713

 

726,432

Capital Markets - 1.4%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

13,000

12,939

4.25% 2/15/24

4,000

4,226

Goldman Sachs Group, Inc.:

1.748% 9/15/17

30,000

29,910

2.625% 1/31/19

24,000

24,413

2.9% 7/19/18

29,000

29,850

5.75% 1/24/22

8,000

9,355

6.75% 10/1/37

190,000

246,038

Lazard Group LLC 4.25% 11/14/20

8,000

8,518

Morgan Stanley:

2.125% 4/25/18

15,000

15,110

2.375% 7/23/19

20,000

20,122

3.7% 10/23/24

18,000

18,583

3.75% 2/25/23

36,000

37,605

4.875% 11/1/22

147,000

159,707

5% 11/24/25

13,000

14,328

 

630,704

Consumer Finance - 0.1%

Discover Financial Services 3.95% 11/6/24

7,000

7,136

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Consumer Finance - continued

General Electric Capital Corp.:

4.625% 1/7/21

$ 9,000

$ 10,138

4.65% 10/17/21

4,000

4,536

Hyundai Capital America:

1.875% 8/9/16 (c)

3,000

3,032

2.125% 10/2/17 (c)

4,000

4,035

Synchrony Financial:

1.875% 8/15/17

3,000

3,004

3% 8/15/19

4,000

4,068

3.75% 8/15/21

6,000

6,226

4.25% 8/15/24

6,000

6,289

 

48,464

Insurance - 0.4%

American International Group, Inc.:

2.3% 7/16/19

5,000

5,060

5.6% 10/18/16

9,000

9,643

Hartford Financial Services Group, Inc. 5.125% 4/15/22

2,000

2,301

MetLife, Inc. 4.368% 9/15/23

8,000

8,885

Pacific LifeCorp:

5.125% 1/30/43 (c)

11,000

12,477

6% 2/10/20 (c)

2,000

2,262

Prudential Financial, Inc. 4.5% 11/16/21

100,000

110,688

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (c)

13,000

14,943

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (c)

3,000

3,062

4.125% 11/1/24 (c)

4,000

4,225

 

173,546

Real Estate Investment Trusts - 1.3%

Alexandria Real Estate Equities, Inc. 2.75% 1/15/20

2,000

1,996

American Campus Communities Operating Partnership LP 3.75% 4/15/23

3,000

3,032

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,000

5,255

4.2% 12/15/23

20,000

21,400

Boston Properties, Inc. 3.85% 2/1/23

25,000

26,351

Camden Property Trust:

2.95% 12/15/22

4,000

3,944

4.25% 1/15/24

8,000

8,496

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

DDR Corp.:

3.5% 1/15/21

$ 140,000

$ 144,221

3.625% 2/1/25

5,000

5,002

4.75% 4/15/18

132,000

141,647

9.625% 3/15/16

3,000

3,255

Duke Realty LP:

3.625% 4/15/23

5,000

5,095

3.75% 12/1/24

4,000

4,098

3.875% 10/15/22

8,000

8,326

5.95% 2/15/17

100,000

108,232

Equity One, Inc. 3.75% 11/15/22

20,000

20,209

Government Properties Income Trust 3.75% 8/15/19

10,000

10,254

Health Care REIT, Inc.:

2.25% 3/15/18

5,000

5,041

4.7% 9/15/17

2,000

2,150

Highwoods/Forsyth LP 3.2% 6/15/21

6,000

6,078

Lexington Corporate Properties Trust 4.4% 6/15/24

4,000

4,142

Omega Healthcare Investors, Inc.:

4.5% 1/15/25 (c)

3,000

3,061

4.95% 4/1/24

3,000

3,207

Retail Opportunity Investments Partnership LP:

4% 12/15/24

2,000

2,045

5% 12/15/23

2,000

2,188

Weingarten Realty Investors 3.375% 10/15/22

2,000

1,987

WP Carey, Inc.:

4% 2/1/25

11,000

10,920

4.6% 4/1/24

20,000

20,736

 

582,368

Real Estate Management & Development - 1.3%

BioMed Realty LP:

2.625% 5/1/19

6,000

6,028

4.25% 7/15/22

4,000

4,210

Brandywine Operating Partnership LP:

3.95% 2/15/23

10,000

10,133

4.1% 10/1/24

10,000

10,187

4.55% 10/1/29

10,000

10,386

4.95% 4/15/18

11,000

11,830

ERP Operating LP:

2.375% 7/1/19

7,000

7,046

4.625% 12/15/21

275,000

305,444

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Essex Portfolio LP 3.875% 5/1/24

$ 7,000

$ 7,331

Liberty Property LP:

3.375% 6/15/23

25,000

24,849

5.5% 12/15/16

100,000

107,051

Mack-Cali Realty LP:

2.5% 12/15/17

9,000

9,036

3.15% 5/15/23

12,000

10,919

Mid-America Apartments LP 4.3% 10/15/23

2,000

2,133

Tanger Properties LP:

3.75% 12/1/24

7,000

7,186

3.875% 12/1/23

4,000

4,147

Ventas Realty LP:

3.5% 2/1/25

3,000

3,025

4.375% 2/1/45

2,000

2,018

Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19

3,000

3,202

 

546,161

TOTAL FINANCIALS

2,707,675

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co.:

2.675% 12/15/19

3,000

3,068

4.685% 12/15/44

3,000

3,276

 

6,344

Health Care Providers & Services - 0.1%

Express Scripts Holding Co. 4.75% 11/15/21

2,000

2,231

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,000

2,022

2.875% 3/15/23

13,000

13,287

WellPoint, Inc. 3.3% 1/15/23

21,000

21,528

 

39,068

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc. 4.15% 2/1/24

3,000

3,221

Pharmaceuticals - 0.0%

AbbVie, Inc. 1.75% 11/6/17

10,000

10,077

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

$ 3,000

$ 2,995

Zoetis, Inc. 3.25% 2/1/23

4,000

3,984

 

17,056

TOTAL HEALTH CARE

65,689

INDUSTRIALS - 0.1%

Trading Companies & Distributors - 0.1%

Air Lease Corp.:

2.125% 1/15/18

5,000

4,981

3.75% 2/1/22

11,000

11,170

3.875% 4/1/21

9,000

9,270

4.25% 9/15/24

9,000

9,270

 

34,691

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Components - 0.0%

Tyco Electronics Group SA 2.375% 12/17/18

2,000

2,025

MATERIALS - 0.2%

Metals & Mining - 0.2%

Alcoa, Inc. 5.125% 10/1/24

6,000

6,526

Barrick Gold Corp.:

3.85% 4/1/22

6,000

5,953

4.1% 5/1/23

66,000

65,707

Freeport-McMoRan, Inc. 3.875% 3/15/23

5,000

4,587

 

82,773

TELECOMMUNICATION SERVICES - 0.9%

Diversified Telecommunication Services - 0.9%

AT&T, Inc. 5.55% 8/15/41

48,000

52,296

CenturyLink, Inc.:

5.15% 6/15/17

2,000

2,110

6% 4/1/17

2,000

2,140

6.15% 9/15/19

2,000

2,185

Embarq Corp. 7.082% 6/1/16

6,000

6,415

Verizon Communications, Inc.:

3.45% 3/15/21

28,000

29,149

4.5% 9/15/20

103,000

113,282

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.: - continued

5.012% 8/21/54 (c)

$ 74,000

$ 77,307

6.55% 9/15/43

76,000

100,005

 

384,889

UTILITIES - 0.5%

Electric Utilities - 0.2%

American Electric Power Co., Inc. 2.95% 12/15/22

4,000

4,011

American Transmission Systems, Inc. 5% 9/1/44 (c)

4,000

4,584

Cleveland Electric Illuminating Co. 5.7% 4/1/17

3,000

3,218

Duke Energy Corp. 2.1% 6/15/18

5,000

5,089

FirstEnergy Corp.:

2.75% 3/15/18

22,000

22,424

4.25% 3/15/23

30,000

31,586

7.375% 11/15/31

5,000

6,380

PPL Capital Funding, Inc. 3.4% 6/1/23

6,000

6,188

 

83,480

Multi-Utilities - 0.3%

Dominion Resources, Inc. 2.5566% 9/30/66 (d)

6,000

5,578

NiSource Finance Corp. 4.45% 12/1/21

100,000

108,523

Puget Energy, Inc.:

6% 9/1/21

13,000

15,454

6.5% 12/15/20

4,000

4,787

 

134,342

TOTAL UTILITIES

217,822

TOTAL NONCONVERTIBLE BONDS

(Cost $4,504,748)


4,692,821

U.S. Government and Government Agency Obligations - 5.9%

 

U.S. Treasury Inflation-Protected Obligations - 0.8%

U.S. Treasury Inflation Indexed Bonds 0.75% 2/15/45

180,000

183,629

U.S. Treasury Inflation-Indexed Bonds 1.375% 2/15/44

120,902

143,696

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

327,325

U.S. Government and Government Agency Obligations - continued

 

Principal Amount

Value

U.S. Treasury Obligations - 5.1%

U.S. Treasury Notes:

0.5% 1/31/17

$ 82,000

$ 81,833

0.625% 12/31/16

460,000

460,359

0.875% 10/15/17

654,000

653,489

0.875% 11/15/17

590,000

588,986

0.875% 1/15/18

100,000

99,695

1% 12/15/17

333,000

333,416

TOTAL U.S. TREASURY OBLIGATIONS

2,217,778

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,538,230)


2,545,103

U.S. Government Agency - Mortgage Securities - 5.1%

 

Fannie Mae - 2.6%

2.5% 1/1/28

97,216

99,806

3% 7/1/43 to 9/1/43

277,995

283,664

4% 3/1/42 to 8/1/42

283,184

303,818

4.5% 3/1/41 to 1/1/42

132,269

144,390

5.5% 5/1/27 to 9/1/41

271,124

304,411

TOTAL FANNIE MAE

1,136,089

Freddie Mac - 1.1%

3% 2/1/43

87,612

89,792

3.5% 4/1/43 to 8/1/43

187,960

197,360

4% 2/1/41

93,379

100,141

4.5% 3/1/41 to 4/1/41

93,503

101,861

TOTAL FREDDIE MAC

489,154

Ginnie Mae - 1.4%

3% 1/20/45

99,990

102,826

3.5% 4/20/42 to 2/20/45

175,437

184,437

4% 11/20/40

78,884

84,742

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount

Value

Ginnie Mae - continued

4.5% 5/20/41

$ 98,333

$ 107,050

5% 10/15/33

113,840

127,090

TOTAL GINNIE MAE

606,145

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,198,524)


2,231,388

Asset-Backed Securities - 0.2%

 

Capital Auto Receivables Asset Trust Series 2014-2 Class D, 2.81% 8/20/19

4,000

3,997

Santander Drive Auto Receivables Trust:

Series 2013-5 Class D, 2.73% 10/15/19

11,000

11,062

Series 2014-1 Class D, 2.91% 4/15/20

11,000

11,050

Series 2014-4:

Class C, 2.6% 11/16/20

6,000

6,033

Class D, 3.1% 11/16/20

10,000

10,024

Vericrest Opportunity Loan Trust Series 2014-NPL7 Class A1, 3.125% 8/27/57 (c)

40,850

40,855

TOTAL ASSET-BACKED SECURITIES

(Cost $82,974)


83,021

Commercial Mortgage Securities - 1.9%

 

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

98,500

104,357

Greenwich Capital Commercial Funding Corp. sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

120,000

127,198

GS Mortgage Securities Trust sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39

6,554

6,945

JPMorgan Chase Commercial Mortgage Securities Trust sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

9,607

10,089

Series 2007-CB18 Class A4, 5.44% 6/12/47

67,256

71,191

Series 2007-LD11 Class A4, 5.7953% 6/15/49 (d)

240,000

256,920

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.9055% 7/15/44 (d)

10,000

10,808

Merrill Lynch-CFC Commercial Mortgage Trust sequential payer Series 2006-4 Class A3, 5.172% 12/12/49 (d)

23,501

24,724

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Wachovia Bank Commercial Mortgage Trust sequential payer:

Series 2007-C30 Class A5, 5.342% 12/15/43

$ 170,000

$ 181,038

Series 2007-C31 Class A4, 5.509% 4/15/47

10,000

10,514

Series 2007-C33 Class A4, 5.9428% 2/15/51 (d)

23,874

25,454

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $855,305)


829,238

Municipal Securities - 0.3%

 

Chicago Gen. Oblig.:

(Taxable Proj.) Series 2012 B, 5.432% 1/1/42

5,000

4,653

6.314% 1/1/44

35,000

36,602

Illinois Gen. Oblig.:

Series 2003, 5.1% 6/1/33

65,000

65,599

Series 2010-1, 6.63% 2/1/35

5,000

5,634

Series 2010-3, 6.725% 4/1/35

5,000

5,676

Series 2011, 5.877% 3/1/19

5,000

5,540

Series 2013:

1.84% 12/1/16

5,000

5,003

3.6% 12/1/19

5,000

5,066

TOTAL MUNICIPAL SECURITIES

(Cost $130,797)


133,773

Foreign Government and Government Agency Obligations - 0.1%

 

United Mexican States 3.5% 1/21/21
(Cost $49,507)

49,000


51,205

Fixed-Income Funds - 71.6%

Shares

 

Intermediate-Term Bond Funds - 71.6%

DoubleLine Total Return Bond Fund Class I

212,812

2,345,191

Fidelity GNMA Fund (b)

84,162

982,171

JPMorgan Core Bond Fund Select Class

311,977

3,690,687

Metropolitan West Total Return Bond Fund Class I

435,907

4,786,260

PIMCO Total Return Fund Institutional Class

790,545

8,569,510

Prudential Total Return Bond Fund Class Z

142,904

2,084,971

Fixed-Income Funds - continued

Shares

Value

Intermediate-Term Bond Funds - continued

Western Asset Core Bond Fund Class I

219,146

$ 2,730,559

Western Asset Core Plus Bond Fund - Class IS

495,707

5,844,389

TOTAL FIXED-INCOME FUNDS

(Cost $30,980,856)


31,033,738

Short-Term Funds - 3.6%

 

 

 

 

Short-Term Funds - 3.6%

Prudential Short-Term Corporate Bond Fund Class Z
(Cost $1,572,773)

137,196


1,546,193

Money Market Funds - 0.4%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $172,017)

172,017


172,017

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $43,085,731)

43,318,497

NET OTHER ASSETS (LIABILITIES) - 0.1%

41,606

NET ASSETS - 100%

$ 43,360,103

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $289,376 or 0.7% of net assets.

(d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity GNMA Fund

$ 1,027,394

$ 5,909

$ 71,698

$ 21,845

$ 982,171

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 4,692,821

$ -

$ 4,692,821

$ -

U.S. Government and Government Agency Obligations

2,545,103

-

2,545,103

-

U.S. Government Agency - Mortgage Securities

2,231,388

-

2,231,388

-

Asset-Backed Securities

83,021

-

83,021

-

Commercial Mortgage Securities

829,238

-

829,238

-

Municipal Securities

133,773

-

133,773

-

Foreign Government and Government Agency Obligations

51,205

-

51,205

-

Fixed-Income Funds

31,033,738

31,033,738

-

-

Short-Term Funds

1,546,193

1,546,193

-

-

Money Market Funds

172,017

172,017

-

-

Total Investments in Securities:

$ 43,318,497

$ 32,751,948

$ 10,566,549

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $42,091,128)

$ 42,336,326

 

Affiliated issuers (cost $994,603)

982,171

 

Total Investments (cost $43,085,731)

 

$ 43,318,497

Receivable for investments sold

18,797

Receivable for fund shares sold

64,673

Dividends receivable

1,125

Interest receivable

72,516

Prepaid expenses

24

Receivable from investment adviser for expense reductions

1,722

Other receivables

192

Total assets

43,477,546

 

 

 

Liabilities

Payable for investments purchased

$ 72,101

Accrued management fee

1,182

Distribution and service plan fees payable

22

Audit fee payable

37,773

Other affiliated payables

1,936

Other payables and accrued expenses

4,429

Total liabilities

117,443

 

 

 

Net Assets

$ 43,360,103

Net Assets consist of:

 

Paid in capital

$ 43,270,844

Undistributed net investment income

7,438

Accumulated undistributed net realized gain (loss) on investments

(150,945)

Net unrealized appreciation (depreciation) on investments

232,766

Net Assets

$ 43,360,103

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Core Income Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($40,564,013 ÷ 4,046,431 shares)

$ 10.02

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,582,507 ÷ 257,491 shares)

$ 10.03

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($106,963 ÷ 10,668 shares)

$ 10.03

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($106,620 ÷ 10,634 shares)

$ 10.03

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 896,361

Affiliated issuers

 

21,845

Interest

 

373,858

Total income

 

1,292,064

 

 

 

Expenses

Management fee

$ 138,747

Transfer agent fees

6,050

Distribution and service plan fees

260

Accounting fees and expenses

17,270

Custodian fees and expenses

14,747

Independent trustees' compensation

467

Registration fees

39,712

Audit

53,205

Legal

280

Miscellaneous

389

Total expenses before reductions

271,127

Expense reductions

(173,689)

97,438

Net investment income (loss)

1,194,626

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(106,252)

Affiliated issuers

(1,533)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

79,194

 

Total net realized gain (loss)

 

(28,591)

Change in net unrealized appreciation (depreciation) on investment securities

816,338

Net gain (loss)

787,747

Net increase (decrease) in net assets resulting from operations

$ 1,982,373

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,194,626

$ 1,065,787

Net realized gain (loss)

(28,591)

(103,047)

Change in net unrealized appreciation (depreciation)

816,338

(820,711)

Net increase (decrease) in net assets resulting
from operations

1,982,373

142,029

Distributions to shareholders from net investment income

(1,200,873)

(1,042,035)

Distributions to shareholders from net realized gain

(12,719)

(139,252)

Total distributions

(1,213,592)

(1,181,287)

Share transactions - net increase (decrease)

(1,479,047)

2,863,094

Total increase (decrease) in net assets

(710,266)

1,823,836

 

 

 

Net Assets

Beginning of period

44,070,369

42,246,533

End of period (including undistributed net investment income of $7,438 and undistributed net investment income of $21,488, respectively)

$ 43,360,103

$ 44,070,369

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Core Income Multi-Manager

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.84

$ 10.09

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .285

  .248

  .201

Net realized and unrealized gain (loss)

  .184

  (.222)

  .151

Total from investment operations

  .469

  .026

  .352

Distributions from net investment income

  (.286)

  (.243)

  (.197)

Distributions from net realized gain

  (.003)

  (.033)

  (.065)

Total distributions

  (.289)

  (.276)

  (.262)

Net asset value, end of period

$ 10.02

$ 9.84

$ 10.09

Total ReturnB, C

  4.83%

  .29%

  3.54%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  .65%

  .68%

  .66%A

Expenses net of fee waivers, if any

  .23%

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.53%

  2.84%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 40,564

$ 42,471

$ 41,975

Portfolio turnover rateG

  115%

  87%

  190% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period June 19, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.84

$ 10.10

$ 10.19

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .285

  .245

  .072

Net realized and unrealized gain (loss)

  .194

  (.229)

  (.029)

Total from investment operations

  .479

  .016

  .043

Distributions from net investment income

  (.286)

  (.243)

  (.068)

Distributions from net realized gain

  (.003)

  (.033)

  (.065)

Total distributions

  (.289)

  (.276)

  (.133)

Net asset value, end of period

$ 10.03

$ 9.84

$ 10.10

Total ReturnB, C

  4.94%

  .19%

  .43%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  .63%

  .75%

  .66%A

Expenses net of fee waivers, if any

  .23%

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.53%

  3.62%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,583

$ 1,396

$ 272

Portfolio turnover rateG

  115%

  87%

  190% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.84

$ 9.72

Income from Investment Operations

 

 

Net investment income (loss) D

  .285

  .073

Net realized and unrealized gain (loss)

  .194

  .118 E

Total from investment operations

  .479

  .191

Distributions from net investment income

  (.286)

  (.068)

Distributions from net realized gain

  (.003)

  (.003)

Total distributions

  (.289)

  (.071)

Net asset value, end of period

$ 10.03

$ 9.84

Total ReturnB, C

  4.93%

  1.97%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  .65%

  .82%A

Expenses net of fee waivers, if any

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.52%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 107

$ 102

Portfolio turnover rateH

  115%

  87%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.84

$ 9.72

Income from Investment Operations

 

 

Net investment income (loss) D

  .261

  .066

Net realized and unrealized gain (loss)

  .193

  .118 E

Total from investment operations

  .454

  .184

Distributions from net investment income

  (.261)

  (.061)

Distributions from net realized gain

  (.003)

  (.003)

Total distributions

  (.264)

  (.064)

Net asset value, end of period

$ 10.03

$ 9.84

Total ReturnB, C

  4.68%

  1.90%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  .90%

  1.07%A

Expenses net of fee waivers, if any

  .48%

  .48%A

Expenses net of all reductions

  .48%

  .48%A

Net investment income (loss)

  2.62%

  2.27%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 107

$ 102

Portfolio turnover rateH

  115%

  87%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Core Income Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Core Income Multi-Manager, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers, Inc. (Strategic Advisers) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

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2. Significant Accounting Policies - continued

Investment Valuation - continued

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, commercial mortgage securities and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 701,376

Gross unrealized depreciation

(481,804)

Net unrealized appreciation (depreciation) on securities

$ 219,572

 

 

Tax Cost

$ 43,098,925

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,877

Capital loss carryforward

$ (136,001)

Net unrealized appreciation (depreciation) on securities and other investments

$ 219,572

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration

 

Short-term

$ (89,204)

Long-term

(46,797)

Total capital loss carryforward

$ (136,001)

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,213,592

$ 1,055,230

Long-term Capital Gains

-

126,057

Total

$ 1,213,592

$ 1,181,287

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities and U.S. government securities, aggregated $12,534,334 and $13,777,000, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .65% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .33% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. Pyramis Global Advisors, LLC (Pyramis), an affiliate of the investment adviser, served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Prudential Investment Management, Inc. (Prudential) has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, Prudential has not been allocated any portion of the Fund's assets. Prudential in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 260

$ 260

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Core Income Multi-Manager

$ 6,020

.02

Class L

15

.01

Class N

15

.01

 

$ 6,050

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $63 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $124,819.

The investment adviser has also contractually agreed to reimburse Core Income Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are

Annual Report

6. Expense Reductions - continued

excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Core Income Multi-Manager

.20%

$ 46,733

Class F

.20%

1,880

Class L

.20%

124

Class N

.45%

121

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 $12.

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014 A

From net investment income

 

 

Core Income Multi-Manager

$ 1,138,079

$ 1,026,379

Class F

57,055

14,326

Class L

3,000

703

Class N

2,739

627

Total

$ 1,200,873

$ 1,042,035

From net realized gain

 

 

Core Income Multi-Manager

$ 11,915

$ 138,071

Class F

740

1,119

Class L

32

31

Class N

32

31

Total

$ 12,719

$ 139,252

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

Annual Report

Notes to Financial Statements - continued

8. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014 A

2015

2014 A

Core Income Multi-Manager

 

 

 

 

Shares sold

178,582

93,505

$ 1,772,447

$ 914,665

Reinvestment of distributions

115,800

118,224

1,149,986

1,164,449

Shares redeemed

(563,747)

(54,643)

(5,557,087)

(536,480)

Net increase (decrease)

(269,365)

157,086

$ (2,634,654)

$ 1,542,634

Class F

 

 

 

 

Shares sold

133,544

148,217

$ 1,326,339

$ 1,444,141

Reinvestment of distributions

5,812

1,575

57,795

15,445

Shares redeemed

(23,647)

(34,936)

(234,330)

(340,518)

Net increase (decrease)

115,709

114,856

$ 1,149,804

$ 1,119,068

Class L

 

 

 

 

Shares sold

-

10,288

$ -

$ 100,000

Reinvestment of distributions

305

75

3,032

734

Shares redeemed

-

-

-

-

Net increase (decrease)

305

10,363

$ 3,032

$ 100,734

Class N

 

 

 

 

Shares sold

-

10,288

$ -

$ 100,000

Reinvestment of distributions

279

67

2,771

658

Shares redeeemed

-

-

-

-

Net increase (decrease)

279

10,355

$ 2,771

$ 100,658

A Share transactions for Class L and Class N are for the period November 13, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 90% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Core Income Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Income Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Core Income Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 21, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The fund's Statement of Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

A total of 10.46% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Income Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Pyramis Global Advisors, LLC (Pyramis) and Prudential Investment Management, Inc. (PIM) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, Pyramis and PIM (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Core Income Multi-Manager Fund

acf511

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the third quartile and that Class F had under-performed 53% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.65% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.20%, 0.20%, and 0.45%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.20% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Core Income Multi-Manager Fund

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The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each of the retail class, Class L, and Class F were below, and the total expenses of Class N were above, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had agreed to waive 0.30% of its management fee through April 30, 2015 and also took into consideration Strategic Advisers' contractual reimbursement commitment.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Pyramis Global Advisors, LLC

Prudential Investment
Management, Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ACF-F-ANN-0415
1.951464.102

Strategic Advisers® Core Income Multi-Manager Fund - Class L and Class N

Annual Report

February 28, 2015acf515


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

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.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment Professionals) to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2015 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015

Past 1
year

Life of
fund
A

  Class L B

4.93%

3.23%

  Class N C

4.68%

3.11%

A From June 19, 2012.

B The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers® Core Income Multi-Manager Fund, the original class of the fund.

C Class N shares bear a 0.25% 12b-1 fee. The initial offering of Class N shares took place on November 12, 2013. Returns prior to November 12, 2013, are those of Strategic Advisers Core Income Multi-Manager Fund, the original class of the fund, which has no 12b-1 fee. Had Class N's 12b-1 fee been reflected, returns prior to November 12, 2013, would have been lower.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Income Multi-Manager Fund - Class L on June 19, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Aggregate Bond Index performed over the same period. See footnote B on the previous page for additional information regarding the performance of Class L.

acf528

Annual Report


Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a positive return for the 12 months ending February 28, 2015, despite a late-period price decline driven by expectations of higher interest rates and inflation. The Barclays® U.S. Aggregate Bond Index rose 5.05%, significantly outperforming the negative return of international bonds, which struggled due to a surging U.S. dollar. For much of the period, investors in many parts of the world sought the perceived safe haven of U.S. bonds, due to economic weakness throughout much of Europe and parts of Asia. Longer-maturity bonds posted the biggest advance, as the yield curve flattened substantially. Among sectors within the Barclays index, investment-grade credit rose 6.50% amid demand for higher-quality assets with relatively high yields. Treasuries rose 4.40%, driven by a preference for conservative investments for much of the period. That proclivity changed somewhat in February, when investors snapped up riskier assets amid a rally in higher-yielding bonds, especially in the beaten-down energy and materials sectors. At period end, many investors continued to expect that the U.S. Federal Reserve will raise policy interest rates later this year for the first time since 2006.

Comments from Gregory Pappas, Portfolio Manager of Strategic Advisers® Core Income Multi-Manager Fund: For the year, the Class L and Class N shares of Strategic Advisers® Core Income Multi-Manager Fund (the Fund) gained 4.93% and 4.68%, respectively, trailing the Barclays® U.S. Aggregate Bond Index. Relative to the benchmark, Prudential Short-Term Corporate Bond Fund detracted because its focus on short-term bonds caused it to lag the index during a period when longer-term bond yields declined and their prices rose. The performance of PIMCO Total Return Fund was dampened by an underweighting in longer-term U.S. Treasuries, which performed exceptionally well during the period. Additionally, PIMCO's holdings of Treasury Inflation-Protected Securities (TIPS) worked against its results as the asset class underperformed amid moderating inflation expectations. On the plus side, two funds from Western Asset Management - Core Bond Fund and Core Plus Bond Fund - collectively delivered the biggest relative contribution. These funds benefited from positions in corporate bonds, both high yield and investment grade, as well as solid selections among non-government-agency mortgage-backed securities and emerging-markets debt. They also were helped by holding longer-maturity bonds, giving these funds somewhat greater interest-rate sensitivity than that of the Barclays index at a time when longer-term interest-rate risk was rewarded. I added Prudential Total Return Bond Fund during the period.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the underlying mutual funds (the Underlying Funds), the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition to the direct expenses incurred by the Fund presented in the table, as a shareholder of the Underlying Funds, the Fund also indirectly bears its proportionate share of the expenses of the Underlying Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized
Expense Ratio
B

Beginning
Account Value
September 1, 2014

Ending
Account Value
February 28, 2015

Expenses Paid
During Period
*
September 1, 2014
to February 28, 2015

Core Income Multi-Manager

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class F

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class L

.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,021.40

$ 1.15

HypotheticalA

 

$ 1,000.00

$ 1,023.65

$ 1.15

Class N

.48%

 

 

 

Actual

 

$ 1,000.00

$ 1,020.10

$ 2.40

HypotheticalA

 

$ 1,000.00

$ 1,022.41

$ 2.41

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the Underlying Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the direct investments of the Fund.

Top Ten Holdings as of February 28, 2015

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

PIMCO Total Return Fund Institutional Class

19.8

23.5

Western Asset Core Plus Bond Fund - Class IS

13.5

13.2

Metropolitan West Total Return Bond Fund Class I

11.0

10.7

JPMorgan Core Bond Fund Select Class

8.5

8.8

Western Asset Core Bond Fund Class I

6.3

6.5

U.S. Treasury Obligations

5.9

6.1

DoubleLine Total Return Bond Fund Class I

5.4

5.3

Prudential Total Return Bond Fund Class Z

4.8

0.1

Prudential Short-Term Corporate Bond Fund Class Z

3.6

3.6

Fannie Mae

2.6

5.5

 

81.4

 

Asset Allocation (% of fund's net assets)

As of February 28, 2015

As of August 31, 2014

acf530

Corporate Bonds 10.8%

 

acf532

Corporate Bonds 9.6%

 

acf534

U.S. Government and
U.S. Government
Agency Obligations 11.0%

 

acf536

U.S. Government and
U.S. Government
Agency Obligations 12.9%

 

acf538

Asset-Backed
Securities 0.2%

 

acf540

Asset-Backed
Securities 0.0%

 

acf542

CMOs and Other
Mortgage Related
Securities 1.9%

 

acf544

CMOs and Other
Mortgage Related
Securities 2.1%

 

acf546

Municipal Securities 0.3%

 

acf548

Municipal Securities 0.3%

 

acf550

Intermediate-Term
Bond Funds 71.6%

 

acf552

Intermediate-Term
Bond Funds 70.6%

 

acf554

Other Investments 0.1%

 

acf556

Other Investments 0.1%

 

acf558

Short-Term Funds 3.6%

 

acf560

Short-Term Funds 3.6%

 

acf562

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.5%

 

acf564

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.8%

 

acf566

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Asset allocations of fixed-income funds in the pie charts reflect the categorizations of assets as defined by Morningstar as of the reporting dates indicated above.

Annual Report


Investments February 28, 2015

Showing Percentage of Net Assets

Nonconvertible Bonds - 10.8%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 1.1%

Automobiles - 0.4%

General Motors Co.:

3.5% 10/2/18

$ 20,000

$ 20,600

6.25% 10/2/43

7,000

8,686

General Motors Financial Co., Inc.:

2.625% 7/10/17

20,000

20,254

3% 9/25/17

31,000

31,698

3.25% 5/15/18

10,000

10,213

3.5% 7/10/19

10,000

10,287

4.25% 5/15/23

10,000

10,475

4.375% 9/25/21

55,000

58,438

4.75% 8/15/17

15,000

15,904

 

186,555

Diversified Consumer Services - 0.0%

Ingersoll-Rand Global Holding Co. Ltd. 4.25% 6/15/23

9,000

9,669

Media - 0.7%

COX Communications, Inc. 3.25% 12/15/22 (c)

4,000

4,039

Discovery Communications LLC 3.25% 4/1/23

2,000

1,983

NBCUniversal, Inc. 5.15% 4/30/20

100,000

115,075

Time Warner Cable, Inc.:

4% 9/1/21

118,000

125,035

5.85% 5/1/17

4,000

4,360

8.25% 4/1/19

17,000

20,762

Viacom, Inc. 4.25% 9/1/23

22,000

22,950

 

294,204

TOTAL CONSUMER DISCRETIONARY

490,428

CONSUMER STAPLES - 0.4%

Beverages - 0.0%

Heineken NV 2.75% 4/1/23 (c)

5,000

4,925

Food & Staples Retailing - 0.1%

CVS Health Corp. 4% 12/5/23

8,000

8,678

Walgreens Boots Alliance, Inc.:

1.75% 11/17/17

3,000

3,030

2.7% 11/18/19

6,000

6,106

3.3% 11/18/21

7,000

7,202

3.8% 11/18/24

6,000

6,247

 

31,263

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Food Products - 0.0%

ConAgra Foods, Inc.:

1.9% 1/25/18

$ 4,000

$ 3,994

3.2% 1/25/23

3,000

2,959

 

6,953

Tobacco - 0.3%

Altria Group, Inc.:

2.85% 8/9/22

7,000

6,991

4% 1/31/24

6,000

6,427

4.75% 5/5/21

20,000

22,287

5.375% 1/31/44

10,000

11,843

9.7% 11/10/18

2,000

2,573

Reynolds American, Inc.:

3.25% 11/1/22

50,000

49,867

4.75% 11/1/42

8,000

8,124

6.15% 9/15/43

4,000

4,838

 

112,950

TOTAL CONSUMER STAPLES

156,091

ENERGY - 1.3%

Energy Equipment & Services - 0.2%

DCP Midstream LLC 4.75% 9/30/21 (c)

100,000

94,518

Oil, Gas & Consumable Fuels - 1.1%

BP Capital Markets PLC:

3.535% 11/4/24

11,000

11,300

4.5% 10/1/20

4,000

4,418

DCP Midstream Operating LP:

2.5% 12/1/17

5,000

4,857

2.7% 4/1/19

4,000

3,780

3.875% 3/15/23

20,000

18,132

5.6% 4/1/44

10,000

8,656

El Paso Corp. 6.5% 9/15/20

8,000

9,230

Enable Midstream Partners LP:

2.4% 5/15/19 (c)

3,000

2,928

3.9% 5/15/24 (c)

3,000

2,943

Enterprise Products Operating LP:

2.55% 10/15/19

2,000

2,022

3.75% 2/15/25

7,000

7,278

Nonconvertible Bonds - continued

 

Principal Amount

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kinder Morgan Holding Co. LLC:

3.05% 12/1/19

$ 8,000

$ 8,075

4.3% 6/1/25

20,000

20,894

MPLX LP 4% 2/15/25

2,000

2,029

Petrobras Global Finance BV:

5.625% 5/20/43

10,000

7,982

7.25% 3/17/44

61,000

55,140

Petroleos Mexicanos:

3.5% 7/23/20 (c)

10,000

10,180

5.5% 6/27/44

120,000

121,800

6.5% 6/2/41

15,000

16,911

Southwestern Energy Co.:

3.3% 1/23/18

4,000

4,056

4.05% 1/23/20

8,000

8,195

4.95% 1/23/25

71,000

72,958

Spectra Energy Partners, LP 2.95% 9/25/18

2,000

2,064

The Williams Companies, Inc.:

3.7% 1/15/23

3,000

2,805

4.55% 6/24/24

38,000

37,127

Western Gas Partners LP 5.375% 6/1/21

2,000

2,231

Williams Partners LP 4.3% 3/4/24

8,000

8,229

 

456,220

TOTAL ENERGY

550,738

FINANCIALS - 6.2%

Banks - 1.7%

Bank of America Corp.:

2.6% 1/15/19

21,000

21,330

3.3% 1/11/23

69,000

69,958

4.1% 7/24/23

10,000

10,749

4.125% 1/22/24

100,000

106,233

4.25% 10/22/26

11,000

11,254

Citigroup, Inc.:

1.85% 11/24/17

21,000

21,037

4.05% 7/30/22

4,000

4,168

5.3% 5/6/44

21,000

23,492

5.5% 9/13/25

4,000

4,530

6.125% 5/15/18

31,000

34,953

Credit Suisse AG 6% 2/15/18

2,000

2,221

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Banks - continued

JPMorgan Chase & Co.:

2.35% 1/28/19

$ 4,000

$ 4,057

3.25% 9/23/22

22,000

22,498

3.875% 9/10/24

26,000

26,511

4.125% 12/15/26

31,000

31,817

4.25% 10/15/20

4,000

4,371

4.35% 8/15/21

4,000

4,375

4.5% 1/24/22

100,000

110,563

4.625% 5/10/21

4,000

4,445

4.95% 3/25/20

4,000

4,480

Marshall & Ilsley Bank 5% 1/17/17

1,000

1,058

Regions Financial Corp. 2% 5/15/18

10,000

9,942

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

100,000

105,920

6% 12/19/23

35,000

39,182

6.1% 6/10/23

13,000

14,575

6.125% 12/15/22

29,000

32,713

 

726,432

Capital Markets - 1.4%

Affiliated Managers Group, Inc.:

3.5% 8/1/25

13,000

12,939

4.25% 2/15/24

4,000

4,226

Goldman Sachs Group, Inc.:

1.748% 9/15/17

30,000

29,910

2.625% 1/31/19

24,000

24,413

2.9% 7/19/18

29,000

29,850

5.75% 1/24/22

8,000

9,355

6.75% 10/1/37

190,000

246,038

Lazard Group LLC 4.25% 11/14/20

8,000

8,518

Morgan Stanley:

2.125% 4/25/18

15,000

15,110

2.375% 7/23/19

20,000

20,122

3.7% 10/23/24

18,000

18,583

3.75% 2/25/23

36,000

37,605

4.875% 11/1/22

147,000

159,707

5% 11/24/25

13,000

14,328

 

630,704

Consumer Finance - 0.1%

Discover Financial Services 3.95% 11/6/24

7,000

7,136

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Consumer Finance - continued

General Electric Capital Corp.:

4.625% 1/7/21

$ 9,000

$ 10,138

4.65% 10/17/21

4,000

4,536

Hyundai Capital America:

1.875% 8/9/16 (c)

3,000

3,032

2.125% 10/2/17 (c)

4,000

4,035

Synchrony Financial:

1.875% 8/15/17

3,000

3,004

3% 8/15/19

4,000

4,068

3.75% 8/15/21

6,000

6,226

4.25% 8/15/24

6,000

6,289

 

48,464

Insurance - 0.4%

American International Group, Inc.:

2.3% 7/16/19

5,000

5,060

5.6% 10/18/16

9,000

9,643

Hartford Financial Services Group, Inc. 5.125% 4/15/22

2,000

2,301

MetLife, Inc. 4.368% 9/15/23

8,000

8,885

Pacific LifeCorp:

5.125% 1/30/43 (c)

11,000

12,477

6% 2/10/20 (c)

2,000

2,262

Prudential Financial, Inc. 4.5% 11/16/21

100,000

110,688

Teachers Insurance & Annuity Association of America 4.9% 9/15/44 (c)

13,000

14,943

TIAA Asset Management Finance LLC:

2.95% 11/1/19 (c)

3,000

3,062

4.125% 11/1/24 (c)

4,000

4,225

 

173,546

Real Estate Investment Trusts - 1.3%

Alexandria Real Estate Equities, Inc. 2.75% 1/15/20

2,000

1,996

American Campus Communities Operating Partnership LP 3.75% 4/15/23

3,000

3,032

AvalonBay Communities, Inc.:

3.625% 10/1/20

5,000

5,255

4.2% 12/15/23

20,000

21,400

Boston Properties, Inc. 3.85% 2/1/23

25,000

26,351

Camden Property Trust:

2.95% 12/15/22

4,000

3,944

4.25% 1/15/24

8,000

8,496

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

DDR Corp.:

3.5% 1/15/21

$ 140,000

$ 144,221

3.625% 2/1/25

5,000

5,002

4.75% 4/15/18

132,000

141,647

9.625% 3/15/16

3,000

3,255

Duke Realty LP:

3.625% 4/15/23

5,000

5,095

3.75% 12/1/24

4,000

4,098

3.875% 10/15/22

8,000

8,326

5.95% 2/15/17

100,000

108,232

Equity One, Inc. 3.75% 11/15/22

20,000

20,209

Government Properties Income Trust 3.75% 8/15/19

10,000

10,254

Health Care REIT, Inc.:

2.25% 3/15/18

5,000

5,041

4.7% 9/15/17

2,000

2,150

Highwoods/Forsyth LP 3.2% 6/15/21

6,000

6,078

Lexington Corporate Properties Trust 4.4% 6/15/24

4,000

4,142

Omega Healthcare Investors, Inc.:

4.5% 1/15/25 (c)

3,000

3,061

4.95% 4/1/24

3,000

3,207

Retail Opportunity Investments Partnership LP:

4% 12/15/24

2,000

2,045

5% 12/15/23

2,000

2,188

Weingarten Realty Investors 3.375% 10/15/22

2,000

1,987

WP Carey, Inc.:

4% 2/1/25

11,000

10,920

4.6% 4/1/24

20,000

20,736

 

582,368

Real Estate Management & Development - 1.3%

BioMed Realty LP:

2.625% 5/1/19

6,000

6,028

4.25% 7/15/22

4,000

4,210

Brandywine Operating Partnership LP:

3.95% 2/15/23

10,000

10,133

4.1% 10/1/24

10,000

10,187

4.55% 10/1/29

10,000

10,386

4.95% 4/15/18

11,000

11,830

ERP Operating LP:

2.375% 7/1/19

7,000

7,046

4.625% 12/15/21

275,000

305,444

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Essex Portfolio LP 3.875% 5/1/24

$ 7,000

$ 7,331

Liberty Property LP:

3.375% 6/15/23

25,000

24,849

5.5% 12/15/16

100,000

107,051

Mack-Cali Realty LP:

2.5% 12/15/17

9,000

9,036

3.15% 5/15/23

12,000

10,919

Mid-America Apartments LP 4.3% 10/15/23

2,000

2,133

Tanger Properties LP:

3.75% 12/1/24

7,000

7,186

3.875% 12/1/23

4,000

4,147

Ventas Realty LP:

3.5% 2/1/25

3,000

3,025

4.375% 2/1/45

2,000

2,018

Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19

3,000

3,202

 

546,161

TOTAL FINANCIALS

2,707,675

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.0%

Becton, Dickinson & Co.:

2.675% 12/15/19

3,000

3,068

4.685% 12/15/44

3,000

3,276

 

6,344

Health Care Providers & Services - 0.1%

Express Scripts Holding Co. 4.75% 11/15/21

2,000

2,231

UnitedHealth Group, Inc.:

2.75% 2/15/23

2,000

2,022

2.875% 3/15/23

13,000

13,287

WellPoint, Inc. 3.3% 1/15/23

21,000

21,528

 

39,068

Life Sciences Tools & Services - 0.0%

Thermo Fisher Scientific, Inc. 4.15% 2/1/24

3,000

3,221

Pharmaceuticals - 0.0%

AbbVie, Inc. 1.75% 11/6/17

10,000

10,077

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Watson Pharmaceuticals, Inc. 1.875% 10/1/17

$ 3,000

$ 2,995

Zoetis, Inc. 3.25% 2/1/23

4,000

3,984

 

17,056

TOTAL HEALTH CARE

65,689

INDUSTRIALS - 0.1%

Trading Companies & Distributors - 0.1%

Air Lease Corp.:

2.125% 1/15/18

5,000

4,981

3.75% 2/1/22

11,000

11,170

3.875% 4/1/21

9,000

9,270

4.25% 9/15/24

9,000

9,270

 

34,691

INFORMATION TECHNOLOGY - 0.0%

Electronic Equipment & Components - 0.0%

Tyco Electronics Group SA 2.375% 12/17/18

2,000

2,025

MATERIALS - 0.2%

Metals & Mining - 0.2%

Alcoa, Inc. 5.125% 10/1/24

6,000

6,526

Barrick Gold Corp.:

3.85% 4/1/22

6,000

5,953

4.1% 5/1/23

66,000

65,707

Freeport-McMoRan, Inc. 3.875% 3/15/23

5,000

4,587

 

82,773

TELECOMMUNICATION SERVICES - 0.9%

Diversified Telecommunication Services - 0.9%

AT&T, Inc. 5.55% 8/15/41

48,000

52,296

CenturyLink, Inc.:

5.15% 6/15/17

2,000

2,110

6% 4/1/17

2,000

2,140

6.15% 9/15/19

2,000

2,185

Embarq Corp. 7.082% 6/1/16

6,000

6,415

Verizon Communications, Inc.:

3.45% 3/15/21

28,000

29,149

4.5% 9/15/20

103,000

113,282

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.: - continued

5.012% 8/21/54 (c)

$ 74,000

$ 77,307

6.55% 9/15/43

76,000

100,005

 

384,889

UTILITIES - 0.5%

Electric Utilities - 0.2%

American Electric Power Co., Inc. 2.95% 12/15/22

4,000

4,011

American Transmission Systems, Inc. 5% 9/1/44 (c)

4,000

4,584

Cleveland Electric Illuminating Co. 5.7% 4/1/17

3,000

3,218

Duke Energy Corp. 2.1% 6/15/18

5,000

5,089

FirstEnergy Corp.:

2.75% 3/15/18

22,000

22,424

4.25% 3/15/23

30,000

31,586

7.375% 11/15/31

5,000

6,380

PPL Capital Funding, Inc. 3.4% 6/1/23

6,000

6,188

 

83,480

Multi-Utilities - 0.3%

Dominion Resources, Inc. 2.5566% 9/30/66 (d)

6,000

5,578

NiSource Finance Corp. 4.45% 12/1/21

100,000

108,523

Puget Energy, Inc.:

6% 9/1/21

13,000

15,454

6.5% 12/15/20

4,000

4,787

 

134,342

TOTAL UTILITIES

217,822

TOTAL NONCONVERTIBLE BONDS

(Cost $4,504,748)


4,692,821

U.S. Government and Government Agency Obligations - 5.9%

 

U.S. Treasury Inflation-Protected Obligations - 0.8%

U.S. Treasury Inflation Indexed Bonds 0.75% 2/15/45

180,000

183,629

U.S. Treasury Inflation-Indexed Bonds 1.375% 2/15/44

120,902

143,696

TOTAL U.S. TREASURY INFLATION-PROTECTED OBLIGATIONS

327,325

U.S. Government and Government Agency Obligations - continued

 

Principal Amount

Value

U.S. Treasury Obligations - 5.1%

U.S. Treasury Notes:

0.5% 1/31/17

$ 82,000

$ 81,833

0.625% 12/31/16

460,000

460,359

0.875% 10/15/17

654,000

653,489

0.875% 11/15/17

590,000

588,986

0.875% 1/15/18

100,000

99,695

1% 12/15/17

333,000

333,416

TOTAL U.S. TREASURY OBLIGATIONS

2,217,778

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,538,230)


2,545,103

U.S. Government Agency - Mortgage Securities - 5.1%

 

Fannie Mae - 2.6%

2.5% 1/1/28

97,216

99,806

3% 7/1/43 to 9/1/43

277,995

283,664

4% 3/1/42 to 8/1/42

283,184

303,818

4.5% 3/1/41 to 1/1/42

132,269

144,390

5.5% 5/1/27 to 9/1/41

271,124

304,411

TOTAL FANNIE MAE

1,136,089

Freddie Mac - 1.1%

3% 2/1/43

87,612

89,792

3.5% 4/1/43 to 8/1/43

187,960

197,360

4% 2/1/41

93,379

100,141

4.5% 3/1/41 to 4/1/41

93,503

101,861

TOTAL FREDDIE MAC

489,154

Ginnie Mae - 1.4%

3% 1/20/45

99,990

102,826

3.5% 4/20/42 to 2/20/45

175,437

184,437

4% 11/20/40

78,884

84,742

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount

Value

Ginnie Mae - continued

4.5% 5/20/41

$ 98,333

$ 107,050

5% 10/15/33

113,840

127,090

TOTAL GINNIE MAE

606,145

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $2,198,524)


2,231,388

Asset-Backed Securities - 0.2%

 

Capital Auto Receivables Asset Trust Series 2014-2 Class D, 2.81% 8/20/19

4,000

3,997

Santander Drive Auto Receivables Trust:

Series 2013-5 Class D, 2.73% 10/15/19

11,000

11,062

Series 2014-1 Class D, 2.91% 4/15/20

11,000

11,050

Series 2014-4:

Class C, 2.6% 11/16/20

6,000

6,033

Class D, 3.1% 11/16/20

10,000

10,024

Vericrest Opportunity Loan Trust Series 2014-NPL7 Class A1, 3.125% 8/27/57 (c)

40,850

40,855

TOTAL ASSET-BACKED SECURITIES

(Cost $82,974)


83,021

Commercial Mortgage Securities - 1.9%

 

GE Capital Commercial Mortgage Corp. sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

98,500

104,357

Greenwich Capital Commercial Funding Corp. sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39

120,000

127,198

GS Mortgage Securities Trust sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39

6,554

6,945

JPMorgan Chase Commercial Mortgage Securities Trust sequential payer:

Series 2006-CB17 Class A4, 5.429% 12/12/43

9,607

10,089

Series 2007-CB18 Class A4, 5.44% 6/12/47

67,256

71,191

Series 2007-LD11 Class A4, 5.7953% 6/15/49 (d)

240,000

256,920

LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.9055% 7/15/44 (d)

10,000

10,808

Merrill Lynch-CFC Commercial Mortgage Trust sequential payer Series 2006-4 Class A3, 5.172% 12/12/49 (d)

23,501

24,724

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Wachovia Bank Commercial Mortgage Trust sequential payer:

Series 2007-C30 Class A5, 5.342% 12/15/43

$ 170,000

$ 181,038

Series 2007-C31 Class A4, 5.509% 4/15/47

10,000

10,514

Series 2007-C33 Class A4, 5.9428% 2/15/51 (d)

23,874

25,454

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $855,305)


829,238

Municipal Securities - 0.3%

 

Chicago Gen. Oblig.:

(Taxable Proj.) Series 2012 B, 5.432% 1/1/42

5,000

4,653

6.314% 1/1/44

35,000

36,602

Illinois Gen. Oblig.:

Series 2003, 5.1% 6/1/33

65,000

65,599

Series 2010-1, 6.63% 2/1/35

5,000

5,634

Series 2010-3, 6.725% 4/1/35

5,000

5,676

Series 2011, 5.877% 3/1/19

5,000

5,540

Series 2013:

1.84% 12/1/16

5,000

5,003

3.6% 12/1/19

5,000

5,066

TOTAL MUNICIPAL SECURITIES

(Cost $130,797)


133,773

Foreign Government and Government Agency Obligations - 0.1%

 

United Mexican States 3.5% 1/21/21
(Cost $49,507)

49,000


51,205

Fixed-Income Funds - 71.6%

Shares

 

Intermediate-Term Bond Funds - 71.6%

DoubleLine Total Return Bond Fund Class I

212,812

2,345,191

Fidelity GNMA Fund (b)

84,162

982,171

JPMorgan Core Bond Fund Select Class

311,977

3,690,687

Metropolitan West Total Return Bond Fund Class I

435,907

4,786,260

PIMCO Total Return Fund Institutional Class

790,545

8,569,510

Prudential Total Return Bond Fund Class Z

142,904

2,084,971

Fixed-Income Funds - continued

Shares

Value

Intermediate-Term Bond Funds - continued

Western Asset Core Bond Fund Class I

219,146

$ 2,730,559

Western Asset Core Plus Bond Fund - Class IS

495,707

5,844,389

TOTAL FIXED-INCOME FUNDS

(Cost $30,980,856)


31,033,738

Short-Term Funds - 3.6%

 

 

 

 

Short-Term Funds - 3.6%

Prudential Short-Term Corporate Bond Fund Class Z
(Cost $1,572,773)

137,196


1,546,193

Money Market Funds - 0.4%

 

 

 

 

SSgA U.S. Treasury Money Market Fund, 0% (a)
(Cost $172,017)

172,017


172,017

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $43,085,731)

43,318,497

NET OTHER ASSETS (LIABILITIES) - 0.1%

41,606

NET ASSETS - 100%

$ 43,360,103

Legend

(a) The rate quoted is the annualized seven-day yield of the fund at period end.

(b) Affiliated Fund

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $289,376 or 0.7% of net assets.

(d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity GNMA Fund

$ 1,027,394

$ 5,909

$ 71,698

$ 21,845

$ 982,171

Other Information

The following is a summary of the inputs used, as of February 28, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 4,692,821

$ -

$ 4,692,821

$ -

U.S. Government and Government Agency Obligations

2,545,103

-

2,545,103

-

U.S. Government Agency - Mortgage Securities

2,231,388

-

2,231,388

-

Asset-Backed Securities

83,021

-

83,021

-

Commercial Mortgage Securities

829,238

-

829,238

-

Municipal Securities

133,773

-

133,773

-

Foreign Government and Government Agency Obligations

51,205

-

51,205

-

Fixed-Income Funds

31,033,738

31,033,738

-

-

Short-Term Funds

1,546,193

1,546,193

-

-

Money Market Funds

172,017

172,017

-

-

Total Investments in Securities:

$ 43,318,497

$ 32,751,948

$ 10,566,549

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

February 28, 2015

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $42,091,128)

$ 42,336,326

 

Affiliated issuers (cost $994,603)

982,171

 

Total Investments (cost $43,085,731)

 

$ 43,318,497

Receivable for investments sold

18,797

Receivable for fund shares sold

64,673

Dividends receivable

1,125

Interest receivable

72,516

Prepaid expenses

24

Receivable from investment adviser for expense reductions

1,722

Other receivables

192

Total assets

43,477,546

 

 

 

Liabilities

Payable for investments purchased

$ 72,101

Accrued management fee

1,182

Distribution and service plan fees payable

22

Audit fee payable

37,773

Other affiliated payables

1,936

Other payables and accrued expenses

4,429

Total liabilities

117,443

 

 

 

Net Assets

$ 43,360,103

Net Assets consist of:

 

Paid in capital

$ 43,270,844

Undistributed net investment income

7,438

Accumulated undistributed net realized gain (loss) on investments

(150,945)

Net unrealized appreciation (depreciation) on investments

232,766

Net Assets

$ 43,360,103

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

February 28, 2015

 

 

 

Core Income Multi-Manager:
Net Asset Value
, offering price and redemption price per share ($40,564,013 ÷ 4,046,431 shares)

$ 10.02

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($2,582,507 ÷ 257,491 shares)

$ 10.03

 

 

 

Class L:
Net Asset Value
, offering price and redemption price per share ($106,963 ÷ 10,668 shares)

$ 10.03

 

 

 

Class N:
Net Asset Value
, offering price and redemption price per share ($106,620 ÷ 10,634 shares)

$ 10.03

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended February 28, 2015

 

 

 

Investment Income

 

 

Dividends:
Unaffiliated issuers

 

$ 896,361

Affiliated issuers

 

21,845

Interest

 

373,858

Total income

 

1,292,064

 

 

 

Expenses

Management fee

$ 138,747

Transfer agent fees

6,050

Distribution and service plan fees

260

Accounting fees and expenses

17,270

Custodian fees and expenses

14,747

Independent trustees' compensation

467

Registration fees

39,712

Audit

53,205

Legal

280

Miscellaneous

389

Total expenses before reductions

271,127

Expense reductions

(173,689)

97,438

Net investment income (loss)

1,194,626

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(106,252)

Affiliated issuers

(1,533)

 

Realized gain distributions from underlying funds:

Unaffiliated issuers

79,194

 

Total net realized gain (loss)

 

(28,591)

Change in net unrealized appreciation (depreciation) on investment securities

816,338

Net gain (loss)

787,747

Net increase (decrease) in net assets resulting from operations

$ 1,982,373

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
February 28,
2015

Year ended
February 28,
2014

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,194,626

$ 1,065,787

Net realized gain (loss)

(28,591)

(103,047)

Change in net unrealized appreciation (depreciation)

816,338

(820,711)

Net increase (decrease) in net assets resulting
from operations

1,982,373

142,029

Distributions to shareholders from net investment income

(1,200,873)

(1,042,035)

Distributions to shareholders from net realized gain

(12,719)

(139,252)

Total distributions

(1,213,592)

(1,181,287)

Share transactions - net increase (decrease)

(1,479,047)

2,863,094

Total increase (decrease) in net assets

(710,266)

1,823,836

 

 

 

Net Assets

Beginning of period

44,070,369

42,246,533

End of period (including undistributed net investment income of $7,438 and undistributed net investment income of $21,488, respectively)

$ 43,360,103

$ 44,070,369

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Core Income Multi-Manager

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.84

$ 10.09

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .285

  .248

  .201

Net realized and unrealized gain (loss)

  .184

  (.222)

  .151

Total from investment operations

  .469

  .026

  .352

Distributions from net investment income

  (.286)

  (.243)

  (.197)

Distributions from net realized gain

  (.003)

  (.033)

  (.065)

Total distributions

  (.289)

  (.276)

  (.262)

Net asset value, end of period

$ 10.02

$ 9.84

$ 10.09

Total ReturnB, C

  4.83%

  .29%

  3.54%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  .65%

  .68%

  .66%A

Expenses net of fee waivers, if any

  .23%

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.53%

  2.84%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 40,564

$ 42,471

$ 41,975

Portfolio turnover rateG

  115%

  87%

  190% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period June 19, 2012 (commencement of operations) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended February 28,

2015

2014

2013E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 9.84

$ 10.10

$ 10.19

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .285

  .245

  .072

Net realized and unrealized gain (loss)

  .194

  (.229)

  (.029)

Total from investment operations

  .479

  .016

  .043

Distributions from net investment income

  (.286)

  (.243)

  (.068)

Distributions from net realized gain

  (.003)

  (.033)

  (.065)

Total distributions

  (.289)

  (.276)

  (.133)

Net asset value, end of period

$ 10.03

$ 9.84

$ 10.10

Total ReturnB, C

  4.94%

  .19%

  .43%

Ratios to Average Net Assets F

 

 

 

Expenses before reductions

  .63%

  .75%

  .66%A

Expenses net of fee waivers, if any

  .23%

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.53%

  3.62%A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 2,583

$ 1,396

$ 272

Portfolio turnover rateG

  115%

  87%

  190% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E For the period December 18, 2012 (commencement of sale of shares) to February 28, 2013.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

G Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class L

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.84

$ 9.72

Income from Investment Operations

 

 

Net investment income (loss) D

  .285

  .073

Net realized and unrealized gain (loss)

  .194

  .118 E

Total from investment operations

  .479

  .191

Distributions from net investment income

  (.286)

  (.068)

Distributions from net realized gain

  (.003)

  (.003)

Total distributions

  (.289)

  (.071)

Net asset value, end of period

$ 10.03

$ 9.84

Total ReturnB, C

  4.93%

  1.97%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  .65%

  .82%A

Expenses net of fee waivers, if any

  .23%

  .23%A

Expenses net of all reductions

  .23%

  .23%A

Net investment income (loss)

  2.87%

  2.52%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 107

$ 102

Portfolio turnover rateH

  115%

  87%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class N

Years ended February 28,

2015

2014 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 9.84

$ 9.72

Income from Investment Operations

 

 

Net investment income (loss) D

  .261

  .066

Net realized and unrealized gain (loss)

  .193

  .118 E

Total from investment operations

  .454

  .184

Distributions from net investment income

  (.261)

  (.061)

Distributions from net realized gain

  (.003)

  (.003)

Total distributions

  (.264)

  (.064)

Net asset value, end of period

$ 10.03

$ 9.84

Total ReturnB, C

  4.68%

  1.90%

Ratios to Average Net Assets G

 

 

Expenses before reductions

  .90%

  1.07%A

Expenses net of fee waivers, if any

  .48%

  .48%A

Expenses net of all reductions

  .48%

  .48%A

Net investment income (loss)

  2.62%

  2.27%A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 107

$ 102

Portfolio turnover rateH

  115%

  87%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. Fees and expenses of the Underlying Funds are not included in the class' annualized ratios. The class indirectly bears its proportionate share of the expenses of the Underlying Funds.

H Amount does not include the portfolio activity of any Underlying Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended February 28, 2015

1. Organization.

Strategic Advisers Core Income Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and Fidelity brokerage or mutual fund accounts. The Fund commenced sale of Class L and Class N shares on November 12, 2013. The Fund offers Core Income Multi-Manager, Class F, Class L and Class N shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Strategic Advisers, Inc. (Strategic Advisers) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

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2. Significant Accounting Policies - continued

Investment Valuation - continued

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, commercial mortgage securities and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. If an unaffiliated open-end mutual fund's NAV is unavailable, shares of that fund may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and is categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2015 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Strategic Advisers funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 701,376

Gross unrealized depreciation

(481,804)

Net unrealized appreciation (depreciation) on securities

$ 219,572

 

 

Tax Cost

$ 43,098,925

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,877

Capital loss carryforward

$ (136,001)

Net unrealized appreciation (depreciation) on securities and other investments

$ 219,572

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration

 

Short-term

$ (89,204)

Long-term

(46,797)

Total capital loss carryforward

$ (136,001)

The tax character of distributions paid was as follows:

 

February 28, 2015

February 28, 2014

Ordinary Income

$ 1,213,592

$ 1,055,230

Long-term Capital Gains

-

126,057

Total

$ 1,213,592

$ 1,181,287

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

3. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities and U.S. government securities, aggregated $12,534,334 and $13,777,000, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly

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4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .30% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed .65% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .33% of the Fund's average net assets.

During the period, the investment adviser waived its management fee as described in the Expense Reductions note.

Sub-Advisers. Pyramis Global Advisors, LLC (Pyramis), an affiliate of the investment adviser, served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Prudential Investment Management, Inc. (Prudential) has been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, Prudential has not been allocated any portion of the Fund's assets. Prudential in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Class N pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a Service Fee based on an annual percentage of Class N's average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees

Retained
by FDC

Class N

.25%

$ 260

$ 260

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. Each class, except for Class F, does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds, excluding exchange-traded funds. FIIOC receives

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Class-Level Average
Net Assets

Core Income Multi-Manager

$ 6,020

.02

Class L

15

.01

Class N

15

.01

 

$ 6,050

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

5. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $63 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

6. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .30% of the Fund's average net assets until April 30, 2016. During the period, this waiver reduced the Fund's management fee by $124,819.

The investment adviser has also contractually agreed to reimburse Core Income Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through April 30, 2016. In addition, the investment adviser has voluntarily agreed to reimburse Class F to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. Some expenses, for example sub-advisory fees and interest expense, including commitment fees, are

Annual Report

6. Expense Reductions - continued

excluded from these reimbursements. The following classes of the Fund were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Core Income Multi-Manager

.20%

$ 46,733

Class F

.20%

1,880

Class L

.20%

124

Class N

.45%

121

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 $12.

7. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,

2015

2014 A

From net investment income

 

 

Core Income Multi-Manager

$ 1,138,079

$ 1,026,379

Class F

57,055

14,326

Class L

3,000

703

Class N

2,739

627

Total

$ 1,200,873

$ 1,042,035

From net realized gain

 

 

Core Income Multi-Manager

$ 11,915

$ 138,071

Class F

740

1,119

Class L

32

31

Class N

32

31

Total

$ 12,719

$ 139,252

A Distributions for Class L and Class N are for the period November 12, 2013 (commencement of sale of shares) to February 28, 2014.

Annual Report

Notes to Financial Statements - continued

8. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

 

Shares

Dollars

Years ended February 28,

2015

2014 A

2015

2014 A

Core Income Multi-Manager

 

 

 

 

Shares sold

178,582

93,505

$ 1,772,447

$ 914,665

Reinvestment of distributions

115,800

118,224

1,149,986

1,164,449

Shares redeemed

(563,747)

(54,643)

(5,557,087)

(536,480)

Net increase (decrease)

(269,365)

157,086

$ (2,634,654)

$ 1,542,634

Class F

 

 

 

 

Shares sold

133,544

148,217

$ 1,326,339

$ 1,444,141

Reinvestment of distributions

5,812

1,575

57,795

15,445

Shares redeemed

(23,647)

(34,936)

(234,330)

(340,518)

Net increase (decrease)

115,709

114,856

$ 1,149,804

$ 1,119,068

Class L

 

 

 

 

Shares sold

-

10,288

$ -

$ 100,000

Reinvestment of distributions

305

75

3,032

734

Shares redeemed

-

-

-

-

Net increase (decrease)

305

10,363

$ 3,032

$ 100,734

Class N

 

 

 

 

Shares sold

-

10,288

$ -

$ 100,000

Reinvestment of distributions

279

67

2,771

658

Shares redeeemed

-

-

-

-

Net increase (decrease)

279

10,355

$ 2,771

$ 100,658

A Share transactions for Class L and Class N are for the period November 13, 2013 (commencement of sale of shares) to February 28, 2014.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were the owners of record of 90% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and the Shareholders of Strategic Advisers Core Income Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Income Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Strategic Advisers Core Income Multi-Manager Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 21, 2015

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 18 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

Annual Report

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Roger T. Servison is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds and Fidelity's equity and high income funds. The fund may invest in Fidelity funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.

The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

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Trustees and Officers - continued

The fund's Statement of Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Roger T. Servison (1945)

Year of Election or Appointment: 2006

Trustee

Chairman of the Board of Trustees

 

Mr. Servison also serves as Trustee of other funds. Mr. Servison serves as President of Strategic New Business Development for Fidelity Investments and serves as a Director of Strategic Advisers. Previously, Mr. Servison oversaw Fidelity Investments Life Insurance Company (2005-2006) and Strategic Advisers (2005-2007). Mr. Servison also served as President and a Director of Fidelity Brokerage Services (Japan), LLC (1994-2004).

Derek L. Young (1964)

Year of Election or Appointment: 2012

Trustee

 

Mr. Young also serves as Trustee or an officer of other funds. He is President and a Director of Strategic Advisers, Inc. (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors, LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with Strategic Advisers.

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

 

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research and a Director of the funds of BlackRock Realty Group (2006-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich also served as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member of the Boards of Trustees of the Museum of Fine Arts Boston and Massachusetts Eye and Ear Infirmary and an Overseer of the Longy School of Music.

Amy Butte Liebowitz (1968)

Year of Election or Appointment: 2011

Trustee

 

Ms. Butte Liebowitz also serves as Trustee of other funds. Ms. Butte Liebowitz was the founder and Chief Executive Officer of TILE Financial (financial internet service, 2008-2012). Previously, Ms. Butte Liebowitz served as the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008), and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte Liebowitz is a member of the Boards of Directors of Accion International and the New York Women's Forum, as well as an alumna of the World Economic Forum's Young Global Leader program.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

 

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

 

Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, and as Chairman of the Board of Trustees of Yale-New Haven Hospital.

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

 

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chief Executive Officer (2013-present) and President (2007-present) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of Vera Bradley (2012-present), Member of the Board of Governors of the Chief Executives' Club of Boston (2010-present), Chairman (2012-2014) and Member (2006-present) of the Executive Committee of the Greater Boston Chamber of Commerce, Member of the Board of Directors of Jobs for Massachusetts (2012-present), Member of the National Association of Corporate Directors Chapter (2012-present), and Member of the Board of Directors of the Post Office Square Trust (2012-present). She is also a member of the Clinton Global Initiative, an action oriented community of the most effective CEOs, heads of state, Nobel Prize winners, and non-governmental leaders in the world. Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), Director of DSM (dba Dental and DentaQuest) (2004-2014), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2014), President of the Massachusetts Women's Forum (2008-2010), Treasurer of the Massachusetts Women's Forum (2002-2006), Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010), Director of United Way of Massachusetts Bay (2004-2006), Director of ADVO (direct mail marketing, 2003-2007), and Director of Tweeter Home Entertainment Group (2006-2007).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Advisory Board Member and Officers:

Correspondence intended for each officer and Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

 

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Member of the Advisory Board of Devonshire Investors (2009-present). Mr. Cox serves as an Advisory Partner of Greylock (venture capital) and a Director of Stryker Corporation (medical products and services). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010) and a Member of the Secretary of Defense's Business Board of Directors (2008-2010). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Brian Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

 

Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2011

Vice President and Assistant Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

 

Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.

Kenneth B. Robins (1969)

Year of Election or Appointment: 2010

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Nicholas E. Steck (1964)

Year of Election or Appointment: 2009

Chief Financial Officer

 

Mr. Steck also serves as Chief Financial Officer of other funds. Mr. Steck serves as Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2008-present) and is an employee of Fidelity Investments. During the period 2002 to 2009, Mr. Steck served as a Compliance Officer of FMR, Fidelity Investments Money Management, Inc., FMR LLC, Fidelity Research & Analysis (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

Bruce Treff (1966)

Year of Election or Appointment: 2013

Chief Compliance Officer

 

Mr. Treff also serves as Compliance Officer of other funds. Mr. Treff serves as Senior Vice President of Asset Management Compliance (2013-present). Prior to joining Fidelity Investments, Mr. Treff served as Managing Director of Citibank, N.A. (2005-2013).

Annual Report


Distributions (Unaudited)

A total of 10.46% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Income Multi-Manager Fund

Each year the Board of Trustees, including the Independent Trustees (together, the Board), votes at an in-person meeting on the renewal of the management contract with Strategic Advisers, Inc. (Strategic Advisers) and the sub-advisory agreements with Pyramis Global Advisors, LLC (Pyramis) and Prudential Investment Management, Inc. (PIM) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets at least four times per year and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The full Board or the Independent Trustees, as appropriate, act on all major matters; however, a portion of the activities of the Board (including certain of those described herein) may be conducted through standing committees that have been established by the Board.

At its September 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including, (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses relative to peer funds; (iii) the total costs of the services to be provided by and the profits, if any, to be realized by Strategic Advisers from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board throughout the year.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Strategic Advisers, and each sub-adviser, Pyramis and PIM (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's portfolio manager compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to managing and compensating investment personnel. The Board noted that the Investment Advisers' analysts have extensive resources, tools, and capabilities that allow them to conduct sophisticated quantitative and/or fundamental analysis. Additionally, in its deliberations, the Board considered the Investment Advisers' trading capabilities and resources and global compliance infrastructure, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of Strategic Advisers' supervision of third party service providers, including the sub-advisers, custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Strategic Advisers and reviewed by the Board. Because the fund had been in existence less than three years, the following chart considered by the Board shows, for the one-year period ended December 31, 2013, the total return of the fund, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within the chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below the chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Core Income Multi-Manager Fund

acf568

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Class F was in the third quartile and that Class F had under-performed 53% of its peers for the one-year period ended December 31, 2013. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the amount and nature of fees paid to the Investment Advisers. The Board also considered information comparing the management fees and total expenses of the fund to those of other registered investment companies with investment objectives similar to those of the fund. The Board also noted Strategic Advisers' 0.30% management fee waiver through April 30, 2015 and considered that the fund's maximum aggregate annual management fee rate may not exceed 0.65% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through April 30, 2015 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.20%, 0.20%, and 0.45%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, sub-advisory fees, and acquired fund fees and expenses, if any) exceed 0.20% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

Annual Report

The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds. Strategic Advisers uses "mapped groups," which are created by Fidelity by combining similar Lipper investment objective categories that it believes have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which Strategic Advisers' funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Strategic Advisers Core Income Multi-Manager Fund

acf570

The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the fiscal year ended February 28, 2014.

Based on its review, the Board concluded that the fund's management fee bears a reasonable relationship to the services rendered.

Total Expenses. In its review of the total expenses of each class of the fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type.

The Board noted that the total expenses of each of the retail class, Class L, and Class F were below, and the total expenses of Class N were above, the median of the fund's Total Mapped Group for the fiscal year ended February 28, 2014. The Board considered that, in general, various factors can affect total expenses. The total expenses for Class N ranked above the competitive median of its institutional peer group primarily because of its 0.25% 12b-1 fee.

Annual Report

Based on its review, the Board concluded that the total expenses of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered information regarding the revenues earned and expenses incurred by Strategic Advisers and its affiliates in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

On an annual basis, Strategic Advisers presents to the Board information about the profitability of its relationship with the fund. Strategic Advisers calculates profitability information for the fund using a series of detailed revenue and cost allocation methodologies. The Board reviews any significant changes from the prior year's methodologies. Strategic Advisers noted that, to the extent possible, it employs the same corporate reporting of revenues and expenses as those used by other Fidelity funds.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Strategic Advisers' and its affiliates' non-fund businesses and fall-out benefits related to the mutual fund business, as well as cases where Strategic Advisers' affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized, if any, by Strategic Advisers and its affiliates in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Possible Economies of Scale. The Board considered whether economies of scale have been realized in respect of the management of the Strategic Advisers funds. The Board considered that the fund's sub-advisory contracts provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to shareholders. The Board took into consideration that Strategic Advisers had agreed to waive 0.30% of its management fee through April 30, 2015 and also took into consideration Strategic Advisers' contractual reimbursement commitment.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed because each agreement is in the best interests of the fund and its shareholders. The Board also concluded that the advisory fees charged thereunder are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, with respect to each Sub-Advisory Agreement, the Board concluded that the renewal of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

Investment Sub-Advisers

Pyramis Global Advisors, LLC

Prudential Investment
Management, Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ACF-L-ACF-N-ANN-0415
1.9585972.101

Item 2. Code of Ethics

As of the end of the period, February 28, 2015, Fidelity Rutland Square Trust II (the "trust") has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Amy Butte Liebowitz is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Butte Liebowitz is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Emerging Markets Fund, Strategic Adviser Emerging Markets Fund of Funds, Strategic Advisers Income Opportunities Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Fund, Strategic Advisers International Multi-Manager Fund, Strategic Advisers International II Fund, Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund (the "Funds"):

Services Billed by PwC

February 28, 2015 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

 

 

 

 

Strategic Advisers Core Income Multi-Manager Fund

$41,000

$-

$4,700

$2,600

Strategic Advisers Emerging Markets Fund

$25,000

$-

$1,800

$3,500

Strategic Advisers Emerging Markets Fund of Funds

$23,000

$-

$2,500

$2,600

Strategic Advisers Income Opportunities Fund

$26,000

$-

$1,600

$5,200

Strategic Advisers Income Opportunities Fund of Funds

$22,000

$-

$1,900

$2,600

Strategic Advisers International Fund

$55,000

$-

$4,400

$9,800

Strategic Advisers International Multi-Manager Fund

$39,000

$-

$4,700

$2,600

Strategic Advisers International II Fund

$43,000

$-

$4,400

$3,500

Strategic Advisers Small-Mid Cap Fund

$47,000

$-

$4,100

$6,400

Strategic Advisers Small-Mid Cap Multi-Manager Fund

$40,000

$-

$4,700

$2,600

February 28, 2014 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

 

 

 

 

Strategic Advisers Core Income Multi-Manager Fund

$41,000

$-

$3,400

$1,400

Strategic Advisers Emerging Markets Fund

$25,000

$-

$1,700

$2,100

Strategic Advisers Emerging Markets Fund of Funds

$22,000

$-

$1,200

$1,300

Strategic Advisers Income Opportunities Fund

$27,000

$-

$1,400

$3,000

Strategic Advisers Income Opportunities Fund of Funds

$22,000

$-

$1,200

$1,300

Strategic Advisers International Fund

$58,000

$-

$4,300

$8,100

Strategic Advisers International Multi-Manager Fund

$39,000

$-

$3,400

$1,400

Strategic Advisers International II Fund

$43,000

$-

$4,300

$1,700

Strategic Advisers Small-Mid Cap Fund

$47,000

$-

$4,000

$2,900

Strategic Advisers Small-Mid Cap Multi-Manager Fund

$39,000

$-

$3,400

$1,400

A Amounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Strategic Advisers, Inc. ("Strategic Advisers") and entities controlling, controlled by, or under common control with Strategic Advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by PwC

 

February 28, 2015A

February 28, 2014A

Audit-Related Fees

$5,900,000

$4,970,000

Tax Fees

$-

$-

All Other Fees

$-

$50,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the Fund audit or the review of the Fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the Fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Funds, Strategic Advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider relating to Covered Services and Non-Covered Services (each as defined below) for each of the last two fiscal years of the Funds are as follows:

Billed By

February 28, 2015 A

February 28, 2014 A,B

PwC

$8,175,000

$5,540,000

A Amounts may reflect rounding.

B Reflects current period presentation.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Funds, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and Strategic Advisers' review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to the trust and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of the trust ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of the trust ("Non-Covered Service") are not required to be approved, but are reported to the Audit Committee annually.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fund's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Rutland Square Trust II

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

April 29, 2015

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:

April 29, 2015

By:

/s/Nicholas E. Steck

 

Nicholas E. Steck

 

Chief Financial Officer

 

 

Date:

April 29, 2015