N-CSRS 1 filing1018.htm PRIMARY DOCUMENT

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, MA 02210

(Address of principal executive offices)       (Zip code)


John Hitt, Secretary

245 Summer St.

Boston, Massachusetts  02210

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

May 31



Date of reporting period:

November 30, 2016


Item 1.

Reports to Stockholders




Strategic Advisers® Value Fund

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



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Invesco Diversified Dividend Fund - Class A 5.3 4.9 
JPMorgan Value Advantage Fund Institutional Class 4.5 5.6 
JPMorgan Chase & Co. 2.7 2.5 
Johnson & Johnson 2.5 3.0 
Fidelity Low-Priced Stock Fund 2.3 4.4 
Exxon Mobil Corp. 2.3 2.6 
Bank of America Corp. 2.0 1.5 
Pfizer, Inc. 1.9 2.0 
Fidelity Energy Portfolio 1.8 1.8 
Apple, Inc. 1.7 1.7 
 27.0  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Financials 22.6 22.2 
Information Technology 11.8 11.8 
Health Care 11.1 12.6 
Industrials 7.6 7.5 
Energy 7.6 7.5 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016  
   Common Stocks 80.4% 
   Large Blend Funds 1.3% 
   Large Value Funds 9.8% 
   Mid-Cap Value Funds 2.3% 
   Sector Funds 1.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.4% 


As of May 31, 2016  
   Common Stocks 81.5% 
   Large Value Funds 10.5% 
   Mid-Cap Value Funds 4.4% 
   Sector Funds 1.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.8% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 80.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 7.3%   
Auto Components - 0.7%   
BorgWarner, Inc. 212,355 $7,559,838 
Cooper Tire & Rubber Co. 265,127 10,154,364 
Gentex Corp. 132,600 2,451,774 
Lear Corp. 219,200 28,388,592 
The Goodyear Tire & Rubber Co. 802,800 24,637,932 
  73,192,500 
Automobiles - 1.0%   
Ford Motor Co. 2,037,000 24,362,520 
General Motors Co. 1,707,800 58,970,334 
Harley-Davidson, Inc. 484,572 29,505,589 
  112,838,443 
Hotels, Restaurants & Leisure - 0.6%   
Brinker International, Inc. 309,300 16,426,923 
Carnival Corp. unit 254,900 13,104,409 
Darden Restaurants, Inc. 56,500 4,141,450 
Hyatt Hotels Corp. Class A (a) 14,400 739,296 
Royal Caribbean Cruises Ltd. 33,200 2,688,204 
Six Flags Entertainment Corp. 31,916 1,839,638 
Wyndham Worldwide Corp. 278,100 20,020,419 
Yum! Brands, Inc. 56,700 3,594,213 
  62,554,552 
Household Durables - 0.7%   
D.R. Horton, Inc. 99,910 2,769,505 
Garmin Ltd. 51,900 2,707,104 
Leggett & Platt, Inc. 61,800 2,970,108 
Lennar Corp. Class A 360,000 15,314,400 
Mohawk Industries, Inc. (a) 34,300 6,772,192 
NVR, Inc. (a) 1,730 2,759,350 
PulteGroup, Inc. 587,408 11,078,515 
Toll Brothers, Inc. (a) 25,400 753,364 
Whirlpool Corp. 172,500 28,020,900 
  73,145,438 
Leisure Products - 0.0%   
Brunswick Corp. 40,500 2,029,860 
Media - 2.4%   
CBS Corp. Class B 258,747 15,711,118 
Cinemark Holdings, Inc. 50,800 2,023,872 
Comcast Corp. Class A 675,528 46,955,951 
Discovery Communications, Inc. Class A (a) 67,600 1,831,284 
Gannett Co., Inc. 247,600 2,362,104 
Interpublic Group of Companies, Inc. 425,932 10,252,183 
Liberty Global PLC:   
Class C (a) 75,605 2,302,172 
LiLAC Class C (a) 123,846 2,621,820 
News Corp. Class A 170,500 1,970,980 
Omnicom Group, Inc. 109,100 9,485,154 
Scripps Networks Interactive, Inc. Class A 39,700 2,749,622 
Tegna, Inc. 402,400 9,025,832 
The Walt Disney Co. 446,000 44,207,520 
Time Warner, Inc. 977,160 89,722,831 
Twenty-First Century Fox, Inc. Class A 500,900 14,080,299 
Viacom, Inc. Class B (non-vtg.) 300,200 11,251,496 
  266,554,238 
Multiline Retail - 1.0%   
Big Lots, Inc. 160,800 8,138,088 
Dillard's, Inc. Class A 109,300 7,816,043 
Dollar General Corp. 126,200 9,757,784 
Kohl's Corp. 470,800 25,343,164 
Macy's, Inc. 348,100 14,689,820 
Target Corp. 531,800 41,076,232 
  106,821,131 
Specialty Retail - 0.8%   
Abercrombie & Fitch Co. Class A 158,700 2,280,519 
American Eagle Outfitters, Inc. 775,200 12,837,312 
Best Buy Co., Inc. 663,558 30,324,601 
CarMax, Inc. (a) 88,000 5,085,520 
Dick's Sporting Goods, Inc. 39,100 2,309,637 
Foot Locker, Inc. 59,700 4,278,699 
Home Depot, Inc. 162,000 20,962,800 
Michaels Companies, Inc. (a) 95,200 2,320,976 
Penske Automotive Group, Inc. 203,300 10,146,703 
  90,546,767 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 37,100 3,930,374 
Ralph Lauren Corp. 25,600 2,678,016 
  6,608,390 
TOTAL CONSUMER DISCRETIONARY  794,291,319 
CONSUMER STAPLES - 3.3%   
Beverages - 0.1%   
Coca-Cola European Partners PLC 95,721 3,107,104 
The Coca-Cola Co. 305,000 12,306,750 
  15,413,854 
Food & Staples Retailing - 1.5%   
CVS Health Corp. 56,065 4,310,838 
Kroger Co. 454,800 14,690,040 
Wal-Mart Stores, Inc. 1,708,800 120,350,784 
Walgreens Boots Alliance, Inc. 286,988 24,316,493 
  163,668,155 
Food Products - 1.5%   
Archer Daniels Midland Co. 1,112,700 48,102,021 
Bunge Ltd. 428,800 29,278,464 
Dean Foods Co. 606,600 12,047,076 
Fresh Del Monte Produce, Inc. 235,200 14,584,752 
Ingredion, Inc. 122,700 14,402,526 
Mondelez International, Inc. 340,000 14,021,600 
Pilgrim's Pride Corp. 524,500 9,236,445 
Tyson Foods, Inc. Class A 310,200 17,622,462 
  159,295,346 
Personal Products - 0.2%   
Coty, Inc. Class A 302,000 5,650,420 
Unilever NV (NY Reg.) 333,000 13,263,390 
  18,913,810 
TOTAL CONSUMER STAPLES  357,291,165 
ENERGY - 7.6%   
Energy Equipment & Services - 0.7%   
Baker Hughes, Inc. 191,700 12,332,061 
Ensco PLC Class A 385,800 3,726,828 
Halliburton Co. 278,000 14,759,020 
Helmerich & Payne, Inc. 193,800 14,660,970 
National Oilwell Varco, Inc. 371,200 13,868,032 
Noble Corp. 962,700 5,987,994 
Parker Drilling Co. (a) 1,082,600 2,327,590 
Rowan Companies PLC 608,500 10,843,470 
  78,505,965 
Oil, Gas & Consumable Fuels - 6.9%   
Canadian Natural Resources Ltd. 242,140 8,171,076 
Chevron Corp. 1,663,656 185,597,463 
ConocoPhillips Co. 197,686 9,591,725 
Diamondback Energy, Inc. (a) 93,198 10,051,404 
Energen Corp. 68,077 4,225,539 
EOG Resources, Inc. 53,168 5,450,783 
EQT Corp. 263,333 18,454,377 
Exxon Mobil Corp. 2,850,600 248,857,380 
Gulfport Energy Corp. (a) 141,677 3,639,682 
Hess Corp. 208,000 11,639,680 
Marathon Oil Corp. 427,428 7,719,350 
Marathon Petroleum Corp. 1,263,294 59,400,084 
Murphy Oil Corp. 79,700 2,702,627 
Newfield Exploration Co. (a) 84,514 3,821,723 
Occidental Petroleum Corp. 388,115 27,695,886 
PBF Energy, Inc. Class A 271,900 6,522,881 
Phillips 66 Co. 813,716 67,603,525 
Pioneer Natural Resources Co. 73,600 14,060,544 
Valero Energy Corp. 782,300 48,158,388 
  743,364,117 
TOTAL ENERGY  821,870,082 
FINANCIALS - 22.6%   
Banks - 10.5%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 1,937,216 11,933,251 
Bank of America Corp. 10,096,645 213,241,142 
BB&T Corp. 360,300 16,303,575 
BOK Financial Corp. 150,500 12,088,160 
CIT Group, Inc. 251,200 10,261,520 
Citigroup, Inc. 3,139,324 177,026,480 
Citizens Financial Group, Inc. 239,700 8,032,347 
Comerica, Inc. 79,600 5,074,500 
Commerce Bancshares, Inc. 46,230 2,533,866 
Cullen/Frost Bankers, Inc. 139,800 11,506,938 
East West Bancorp, Inc. 66,700 3,193,596 
Fifth Third Bancorp 1,407,738 36,629,343 
First Republic Bank 173,748 14,229,961 
Huntington Bancshares, Inc. 750,600 9,352,476 
Investors Bancorp, Inc. 150,500 2,037,770 
JPMorgan Chase & Co. 3,687,177 295,600,980 
KeyCorp 757,800 13,117,518 
M&T Bank Corp. 93,000 13,386,420 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 1,792,000 10,752,000 
Peoples United Financial, Inc. 112,600 2,107,872 
PNC Financial Services Group, Inc. 527,400 58,298,796 
Prosperity Bancshares, Inc. 10,700 707,591 
Regions Financial Corp. 4,247,800 57,515,212 
SunTrust Banks, Inc. 1,014,700 52,713,665 
Synovus Financial Corp. 56,300 2,179,373 
U.S. Bancorp 788,700 39,135,294 
Wells Fargo & Co. 1,157,800 61,270,776 
  1,140,230,422 
Capital Markets - 3.1%   
Affiliated Managers Group, Inc. (a) 24,900 3,687,690 
Ameriprise Financial, Inc. 532,800 60,851,088 
Bank of New York Mellon Corp. 489,100 23,193,122 
BlackRock, Inc. Class A 71,047 26,343,517 
E*TRADE Financial Corp. (a) 126,600 4,368,966 
Eaton Vance Corp. (non-vtg.) 52,200 2,110,968 
Franklin Resources, Inc. 258,000 10,129,080 
Goldman Sachs Group, Inc. 419,866 92,072,415 
Invesco Ltd. 186,800 5,848,708 
Morgan Stanley 1,452,700 60,083,672 
Northern Trust Corp. 104,700 8,601,105 
Raymond James Financial, Inc. 65,500 4,712,070 
State Street Corp. 336,700 26,531,960 
T. Rowe Price Group, Inc. 109,000 8,072,540 
The NASDAQ OMX Group, Inc. 70,200 4,499,118 
  341,106,019 
Consumer Finance - 2.1%   
Ally Financial, Inc. 663,832 12,891,617 
American Express Co. 455,300 32,799,812 
Capital One Financial Corp. 765,329 64,318,249 
Credit Acceptance Corp. (a) 3,200 613,888 
Discover Financial Services 1,046,343 70,910,665 
Navient Corp. 902,737 15,554,159 
Nelnet, Inc. Class A 227,900 11,497,555 
Santander Consumer U.S.A. Holdings, Inc. (a) 165,600 2,281,968 
Synchrony Financial 544,371 18,813,462 
  229,681,375 
Diversified Financial Services - 0.3%   
Berkshire Hathaway, Inc. Class B (a) 174,863 27,530,431 
Donnelley Financial Solutions, Inc. (a) 80,075 1,527,030 
Leucadia National Corp. 166,700 3,670,734 
Voya Financial, Inc. 30,100 1,169,987 
  33,898,182 
Insurance - 6.2%   
AFLAC, Inc. 614,100 43,834,458 
Alleghany Corp. (a) 7,100 4,032,445 
Allstate Corp. 716,800 50,118,656 
American Financial Group, Inc. 237,700 19,546,071 
American International Group, Inc. 623,300 39,473,589 
Aon PLC 27,185 3,101,809 
Arch Capital Group Ltd. (a) 56,700 4,690,224 
Assurant, Inc. 289,100 24,960,894 
Assured Guaranty Ltd. 20,200 722,352 
Axis Capital Holdings Ltd. 304,400 18,571,444 
Chubb Ltd. 208,767 26,722,176 
Cincinnati Financial Corp. 73,700 5,655,738 
Endurance Specialty Holdings Ltd. 213,264 19,662,941 
Everest Re Group Ltd. 149,700 31,519,335 
FNF Group 126,100 4,027,634 
Genworth Financial, Inc. Class A (a) 504,800 2,160,544 
Hanover Insurance Group, Inc. 168,500 14,590,415 
Hartford Financial Services Group, Inc. 745,700 35,137,384 
Lincoln National Corp. 721,293 46,234,881 
Loews Corp. 156,000 6,965,400 
Markel Corp. (a) 6,400 5,749,376 
MetLife, Inc. 1,311,552 72,148,476 
Old Republic International Corp. 54,200 968,554 
Principal Financial Group, Inc. 128,900 7,436,241 
Progressive Corp. 260,600 8,677,980 
Prudential Financial, Inc. 525,200 52,835,120 
Reinsurance Group of America, Inc. 35,600 4,344,980 
RenaissanceRe Holdings Ltd. 19,000 2,480,640 
The Travelers Companies, Inc. 614,800 69,687,580 
Torchmark Corp. 150,700 10,562,563 
Unum Group 671,400 28,380,078 
Validus Holdings Ltd. 37,200 2,021,448 
W.R. Berkley Corp. 56,300 3,478,777 
  670,500,203 
Mortgage Real Estate Investment Trusts - 0.3%   
Annaly Capital Management, Inc. 2,759,800 28,205,156 
Thrifts & Mortgage Finance - 0.1%   
Radian Group, Inc. 888,500 12,936,560 
TOTAL FINANCIALS  2,456,557,917 
HEALTH CARE - 11.1%   
Biotechnology - 2.4%   
AbbVie, Inc. 1,529,700 93,005,760 
Amgen, Inc. 746,900 107,605,883 
Biogen, Inc. (a) 100,600 29,583,442 
Gilead Sciences, Inc. 342,553 25,246,156 
United Therapeutics Corp. (a) 80,700 10,136,727 
  265,577,968 
Health Care Equipment & Supplies - 0.5%   
Baxter International, Inc. 419,000 18,591,030 
Danaher Corp. 173,000 13,523,410 
Medtronic PLC 235,000 17,157,350 
  49,271,790 
Health Care Providers & Services - 2.4%   
Aetna, Inc. 298,500 39,055,740 
Anthem, Inc. 374,178 53,331,590 
Cardinal Health, Inc. 170,300 12,093,003 
Cigna Corp. 171,550 23,114,647 
DaVita HealthCare Partners, Inc. (a) 74,250 4,703,738 
Express Scripts Holding Co. (a) 669,162 50,776,013 
HCA Holdings, Inc. (a) 537,900 38,131,731 
Laboratory Corp. of America Holdings (a) 27,765 3,494,225 
Quest Diagnostics, Inc. 322,700 28,223,342 
UnitedHealth Group, Inc. 47,603 7,536,507 
Universal Health Services, Inc. Class B 41,700 5,129,934 
  265,590,470 
Pharmaceuticals - 5.8%   
Johnson & Johnson 2,468,684 274,764,529 
Mallinckrodt PLC (a) 32,460 1,710,642 
Merck & Co., Inc. 2,161,726 132,276,014 
Novartis AG sponsored ADR 193,550 13,308,498 
Pfizer, Inc. 6,326,660 203,338,852 
Sanofi SA sponsored ADR 173,559 6,977,072 
  632,375,607 
TOTAL HEALTH CARE  1,212,815,835 
INDUSTRIALS - 7.6%   
Aerospace & Defense - 2.5%   
BE Aerospace, Inc. 45,600 2,737,824 
General Dynamics Corp. 327,483 57,424,144 
Hexcel Corp. 42,500 2,198,100 
L-3 Communications Holdings, Inc. 37,700 5,947,929 
Moog, Inc. Class A (a) 142,200 9,929,826 
Northrop Grumman Corp. 44,900 11,209,285 
Raytheon Co. 153,805 23,000,000 
Rockwell Collins, Inc. 58,200 5,396,304 
Spirit AeroSystems Holdings, Inc. Class A 60,700 3,535,775 
Textron, Inc. 242,015 11,139,950 
The Boeing Co. 494,500 74,451,920 
Triumph Group, Inc. 270,000 7,506,000 
United Technologies Corp. 477,034 51,386,102 
Vectrus, Inc. (a) 37,733 871,632 
  266,734,791 
Air Freight & Logistics - 0.6%   
FedEx Corp. 215,400 41,285,718 
United Parcel Service, Inc. Class B 209,508 24,286,167 
  65,571,885 
Airlines - 0.9%   
Alaska Air Group, Inc. 19,100 1,571,357 
American Airlines Group, Inc. 80,100 3,719,844 
Delta Air Lines, Inc. 664,090 31,995,856 
Southwest Airlines Co. 286,900 13,372,409 
United Continental Holdings, Inc. (a) 607,085 41,858,511 
  92,517,977 
Building Products - 0.0%   
Owens Corning 52,400 2,692,312 
Commercial Services & Supplies - 0.2%   
Deluxe Corp. 191,700 12,978,090 
LSC Communications, Inc. 80,075 1,652,748 
R.R. Donnelley & Sons Co. 213,533 3,713,339 
  18,344,177 
Construction & Engineering - 0.2%   
Fluor Corp. 268,700 14,378,137 
Jacobs Engineering Group, Inc. (a) 94,227 5,843,016 
Quanta Services, Inc. (a) 22,400 755,328 
Tutor Perini Corp. (a) 185,700 4,846,770 
  25,823,251 
Electrical Equipment - 0.3%   
Eaton Corp. PLC 210,400 13,993,704 
Emerson Electric Co. 297,700 16,802,188 
Hubbell, Inc. Class B 24,200 2,717,176 
  33,513,068 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 29,800 3,342,666 
Honeywell International, Inc. 385,419 43,914,641 
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.) 176,480 5,049,093 
  52,306,400 
Machinery - 1.1%   
AGCO Corp. 250,300 13,966,740 
Cummins, Inc. 78,000 11,058,840 
Deere & Co. 109,000 10,921,800 
Flowserve Corp. 58,400 2,771,080 
Ingersoll-Rand PLC 119,500 8,907,530 
Oshkosh Corp. 257,000 17,990,000 
PACCAR, Inc. 162,200 10,080,730 
Parker Hannifin Corp. 62,800 8,724,804 
Pentair PLC 77,500 4,453,150 
Snap-On, Inc. 25,500 4,263,600 
Stanley Black & Decker, Inc. 67,400 7,995,662 
Timken Co. 169,200 6,607,260 
Trinity Industries, Inc. 504,800 14,028,392 
WABCO Holdings, Inc. (a) 25,500 2,512,005 
  124,281,593 
Professional Services - 0.1%   
Dun & Bradstreet Corp. 16,600 2,020,552 
Manpower, Inc. 31,700 2,707,497 
Robert Half International, Inc. 19,900 892,913 
  5,620,962 
Road & Rail - 1.0%   
AMERCO 8,600 2,936,556 
CSX Corp. 911,000 32,622,910 
Norfolk Southern Corp. 135,000 14,372,100 
Ryder System, Inc. 276,319 21,635,778 
Union Pacific Corp. 381,200 38,626,996 
  110,194,340 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 570,900 12,262,932 
Triton International Ltd. 236,100 4,554,369 
United Rentals, Inc. (a) 38,900 3,933,179 
W.W. Grainger, Inc. 27,000 6,225,390 
  26,975,870 
TOTAL INDUSTRIALS  824,576,626 
INFORMATION TECHNOLOGY - 11.8%   
Communications Equipment - 1.4%   
Brocade Communications Systems, Inc. 222,901 2,750,598 
Cisco Systems, Inc. 4,743,200 141,442,224 
Harris Corp. 109,257 11,314,655 
Juniper Networks, Inc. 58,800 1,619,352 
  157,126,829 
Electronic Equipment & Components - 1.4%   
Arrow Electronics, Inc. (a) 42,200 2,880,994 
Avnet, Inc. 91,700 4,208,113 
CDW Corp. 75,500 3,868,620 
Corning, Inc. 1,680,800 40,389,624 
Dell Technologies, Inc. (a) 191,031 10,231,620 
Flextronics International Ltd. (a) 1,844,728 26,268,927 
Jabil Circuit, Inc. 85,800 1,814,670 
Keysight Technologies, Inc. (a) 26,300 968,629 
TE Connectivity Ltd. 592,185 40,055,393 
Tech Data Corp. (a) 166,200 14,105,394 
Vishay Intertechnology, Inc. 590,800 8,950,620 
  153,742,604 
Internet Software & Services - 0.2%   
Alphabet, Inc. Class A (a) 16,438 12,753,915 
eBay, Inc. (a) 253,468 7,048,945 
  19,802,860 
IT Services - 1.5%   
Computer Sciences Corp. 181,315 10,993,128 
CSG Systems International, Inc. 185,800 8,268,100 
IBM Corp. 619,800 100,543,956 
Leidos Holdings, Inc. 95,631 4,896,307 
PayPal Holdings, Inc. (a) 273,000 10,723,440 
The Western Union Co. 225,600 4,744,368 
Xerox Corp. 1,896,000 17,727,600 
  157,896,899 
Semiconductors & Semiconductor Equipment - 2.8%   
Intel Corp. 4,206,800 145,975,960 
KLA-Tencor Corp. 123,197 9,836,048 
Lam Research Corp. 266,900 28,296,738 
Marvell Technology Group Ltd. 79,200 1,135,728 
Microchip Technology, Inc. 283,000 18,728,940 
Micron Technology, Inc. (a) 465,100 9,083,403 
Qorvo, Inc. (a) 59,200 3,161,872 
Qualcomm, Inc. 800,430 54,533,296 
Skyworks Solutions, Inc. 86,700 6,662,895 
Texas Instruments, Inc. 340,492 25,172,574 
  302,587,454 
Software - 1.6%   
Adobe Systems, Inc. (a) 192,000 19,739,520 
ANSYS, Inc. (a) 14,999 1,410,356 
CA Technologies, Inc. 193,800 6,193,848 
Microsoft Corp. 457,058 27,542,315 
Oracle Corp. 2,662,185 106,993,215 
Symantec Corp. 281,100 6,856,029 
  168,735,283 
Technology Hardware, Storage & Peripherals - 2.9%   
Apple, Inc. 1,708,782 188,854,587 
Hewlett Packard Enterprise Co. 1,680,171 39,988,070 
HP, Inc. 2,131,700 32,828,180 
NCR Corp. (a) 469,800 18,204,750 
NetApp, Inc. 252,600 9,235,056 
Seagate Technology LLC 502,900 20,166,290 
Western Digital Corp. 177,300 11,286,918 
  320,563,851 
TOTAL INFORMATION TECHNOLOGY  1,280,455,780 
MATERIALS - 3.7%   
Chemicals - 2.4%   
Ashland Global Holdings, Inc. 28,000 3,155,600 
Cabot Corp. 272,700 13,888,611 
Celanese Corp. Class A 260,400 20,654,928 
CF Industries Holdings, Inc. 273,700 7,920,878 
Eastman Chemical Co. 411,771 30,932,238 
Huntsman Corp. 639,400 12,455,512 
LyondellBasell Industries NV Class A 779,067 70,365,331 
Methanex Corp. 70,610 3,108,144 
PPG Industries, Inc. 291,945 28,006,284 
RPM International, Inc. 61,700 3,264,547 
Stepan Co. 142,400 11,558,608 
The Dow Chemical Co. 1,014,118 56,506,655 
The Mosaic Co. 77,500 2,201,000 
Westlake Chemical Corp. 19,900 1,177,483 
  265,195,819 
Construction Materials - 0.2%   
CRH PLC sponsored ADR 182,498 6,042,509 
Martin Marietta Materials, Inc. 96,000 21,067,200 
  27,109,709 
Containers & Packaging - 0.6%   
Avery Dennison Corp. 13,800 994,428 
Bemis Co., Inc. 43,600 2,183,052 
Crown Holdings, Inc. (a) 64,700 3,519,033 
Graphic Packaging Holding Co. 141,600 1,779,912 
International Paper Co. 384,800 18,747,456 
Packaging Corp. of America 324,600 27,513,096 
Sealed Air Corp. 84,234 3,841,070 
Sonoco Products Co. 43,400 2,349,242 
WestRock Co. 136,857 7,007,078 
  67,934,367 
Metals & Mining - 0.3%   
Barrick Gold Corp. 305,668 4,585,134 
Newmont Mining Corp. 82,100 2,663,324 
Nucor Corp. 226,488 14,085,289 
Reliance Steel & Aluminum Co. 32,500 2,635,750 
Steel Dynamics, Inc. 138,623 4,918,344 
  28,887,841 
Paper & Forest Products - 0.2%   
Domtar Corp. 211,100 8,289,897 
Schweitzer-Mauduit International, Inc. 199,000 8,365,960 
  16,655,857 
TOTAL MATERIALS  405,783,593 
REAL ESTATE - 0.7%   
Equity Real Estate Investment Trusts (REITs) - 0.7%   
Hospitality Properties Trust (SBI) 690,200 20,012,349 
Lexington Corporate Properties Trust 1,090,900 11,268,997 
Mack-Cali Realty Corp. 527,600 14,271,580 
Medical Properties Trust, Inc. 493,400 5,881,328 
Piedmont Office Realty Trust, Inc. Class A 655,900 12,881,876 
VEREIT, Inc. 1,208,900 10,021,781 
  74,337,911 
TELECOMMUNICATION SERVICES - 2.1%   
Diversified Telecommunication Services - 2.1%   
AT&T, Inc. 2,242,300 86,620,049 
Verizon Communications, Inc. 2,878,400 143,632,160 
  230,252,209 
UTILITIES - 2.6%   
Electric Utilities - 1.6%   
American Electric Power Co., Inc. 227,500 13,433,875 
Duke Energy Corp. 297,300 21,931,821 
Edison International 140,700 9,675,939 
Entergy Corp. 497,400 34,186,302 
Eversource Energy 142,100 7,335,202 
Exelon Corp. 1,448,400 47,087,484 
FirstEnergy Corp. 924,700 28,933,863 
OGE Energy Corp. 87,600 2,772,540 
Pinnacle West Capital Corp. 49,800 3,681,714 
Xcel Energy, Inc. 217,100 8,469,071 
  177,507,811 
Gas Utilities - 0.1%   
National Fuel Gas Co. 194,000 10,937,720 
Independent Power and Renewable Electricity Producers - 0.2%   
The AES Corp. 1,771,714 20,286,125 
Multi-Utilities - 0.7%   
Ameren Corp. 112,200 5,511,264 
DTE Energy Co. 83,000 7,726,470 
Public Service Enterprise Group, Inc. 1,262,500 52,153,875 
SCANA Corp. 66,100 4,662,033 
  70,053,642 
TOTAL UTILITIES  278,785,298 
TOTAL COMMON STOCKS   
(Cost $6,492,461,885)  8,737,017,735 
Equity Funds - 15.2%   
Large Blend Funds - 1.3%   
Fidelity SAI U.S. Minimum Volatility Index Fund (b) 13,088,813 143,060,730 
Large Value Funds - 9.8%   
Invesco Diversified Dividend Fund - Class A 29,481,669 569,880,658 
JPMorgan Value Advantage Fund Institutional Class 15,395,330 491,264,985 
TOTAL LARGE VALUE FUNDS  1,061,145,643 
Mid-Cap Value Funds - 2.3%   
Fidelity Low-Priced Stock Fund (b) 5,010,755 251,038,845 
Sector Funds - 1.8%   
Fidelity Energy Portfolio (b) 4,204,783 198,928,304 
TOTAL EQUITY FUNDS   
(Cost $1,128,573,872)  1,654,173,522 
U.S. Treasury Obligations - 0.2%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.28% to 0.47% 12/1/16 to 3/2/17 (c)   
(Cost $18,189,655) $18,205,000 18,189,047 
Money Market Funds - 0.9%   
 Shares  
State Street Institutional U.S. Government Money Market Fund Premier Class 0.26% (d)   
(Cost $96,774,733) 96,774,733 96,774,733 
TOTAL INVESTMENT PORTFOLIO - 96.7%   
(Cost $7,736,000,145)  10,506,155,037 
NET OTHER ASSETS (LIABILITIES) - 3.3%  356,719,571 
NET ASSETS - 100%  $10,862,874,608 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
3,534 ICE Russell 1000 Value Index Contracts (United States) Dec. 2016 380,894,520 $4,452,459 

The face value of futures purchased as a percentage of Net Assets is 3.5%

Legend

 (a) Non-income producing

 (b) Affiliated Fund

 (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 $18,189,047.

 (d) The rate quoted is the annualized seven-day yield of the fund 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 Energy Portfolio $193,678,680 $-- $24,454,603 $-- $198,928,304 
Fidelity Low-Priced Stock Fund 487,692,838 7,178,605 245,936,125 1,365,733  251,038,845 
Fidelity SAI U.S. Minimum Volatility Index Fund -- 225,000,000 79,990,523 -- 143,060,730 
Total $681,371,518 $232,178,605 $350,381,251 $1,365,733  $593,027,879 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $794,291,319 $794,291,319 $-- $-- 
Consumer Staples 357,291,165 357,291,165 -- -- 
Energy 821,870,082 821,870,082 -- -- 
Financials 2,456,557,917 2,456,557,917 -- -- 
Health Care 1,212,815,835 1,212,815,835 -- -- 
Industrials 824,576,626 824,576,626 -- -- 
Information Technology 1,280,455,780 1,280,455,780 -- -- 
Materials 405,783,593 405,783,593 -- -- 
Real Estate 74,337,911 74,337,911 -- -- 
Telecommunication Services 230,252,209 230,252,209 -- -- 
Utilities 278,785,298 278,785,298 -- -- 
Equity Funds 1,654,173,522 1,654,173,522 -- -- 
Other Short-Term Investments  18,189,047 -- 18,189,047 -- 
Money Market Funds 96,774,733 96,774,733 -- -- 
Total Investments in Securities: $10,506,155,037 $10,487,965,990 $18,189,047 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $4,452,459 $4,452,459 $-- $-- 
Total Assets $4,452,459 $4,452,459 $-- $-- 
Total Derivative Instruments: $4,452,459 $4,452,459 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $4,452,459 $0 
Total Equity Risk 4,452,459 
Total Value of Derivatives $4,452,459 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $7,283,900,937) 
$9,913,127,158  
Affiliated issuers (cost $452,099,208) 593,027,879  
Total Investments (cost $7,736,000,145)  $10,506,155,037 
Receivable for investments sold  431,304,574 
Receivable for fund shares sold  2,721,460 
Dividends receivable  27,876,434 
Interest receivable  1,886 
Receivable for daily variation margin for derivative instruments  2,153,489 
Prepaid expenses  23,139 
Other receivables  145,380 
Total assets  10,970,381,399 
Liabilities   
Payable for investments purchased $94,403,537  
Payable for fund shares redeemed 9,804,400  
Accrued management fee 1,680,500  
Other affiliated payables 1,337,814  
Other payables and accrued expenses 280,540  
Total liabilities  107,506,791 
Net Assets  $10,862,874,608 
Net Assets consist of:   
Paid in capital  $7,754,295,251 
Undistributed net investment income  93,018,545 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  240,953,461 
Net unrealized appreciation (depreciation) on investments  2,774,607,351 
Net Assets, for 581,132,882 shares outstanding  $10,862,874,608 
Net Asset Value, offering price and redemption price per share ($10,862,874,608 ÷ 581,132,882 shares)  $18.69 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $110,607,644 
Affiliated issuers  1,365,733 
Interest  256,717 
Total income  112,230,094 
Expenses   
Management fee $23,332,431  
Transfer agent fees 7,455,735  
Accounting fees and expenses 655,715  
Custodian fees and expenses 56,745  
Independent trustees' fees and expenses 65,953  
Registration fees 61,732  
Audit 35,060  
Legal 42,706  
Interest 237  
Miscellaneous 135,083  
Total expenses before reductions 31,841,397  
Expense reductions (13,276,491) 18,564,906 
Net investment income (loss)  93,665,188 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 231,264,715  
Affiliated issuers 14,929,813  
Foreign currency transactions (1,516)  
Futures contracts 14,936,957  
Realized gain distributions from underlying funds:   
Affiliated issuers 5,812,872  
Total net realized gain (loss)  266,942,841 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
579,997,155  
Futures contracts (111,535)  
Total change in net unrealized appreciation (depreciation)  579,885,620 
Net gain (loss)  846,828,461 
Net increase (decrease) in net assets resulting from operations  $940,493,649 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $93,665,188 $230,194,343 
Net realized gain (loss) 266,942,841 605,414,566 
Change in net unrealized appreciation (depreciation) 579,885,620 (1,167,188,621) 
Net increase (decrease) in net assets resulting from operations 940,493,649 (331,579,712) 
Distributions to shareholders from net investment income (84,071,345) (207,553,112) 
Distributions to shareholders from net realized gain (255,895,985) (606,768,125) 
Total distributions (339,967,330) (814,321,237) 
Share transactions   
Proceeds from sales of shares 374,257,605 1,698,604,727 
Reinvestment of distributions 339,037,979 811,880,855 
Cost of shares redeemed (1,511,565,854) (3,573,981,046) 
Net increase (decrease) in net assets resulting from share transactions (798,270,270) (1,063,495,464) 
Total increase (decrease) in net assets (197,743,951) (2,209,396,413) 
Net Assets   
Beginning of period 11,060,618,559 13,270,014,972 
End of period $10,862,874,608 $11,060,618,559 
Other Information   
Undistributed net investment income end of period $93,018,545 $83,424,702 
Shares   
Sold 21,175,568 96,694,313 
Issued in reinvestment of distributions 19,373,599 45,489,893 
Redeemed (85,787,256) (204,970,604) 
Net increase (decrease) (45,238,089) (62,786,398) 

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


Financial Highlights — Strategic Advisers Value Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 
Selected Per–Share Data       
Net asset value, beginning of period $17.66 $19.26 $19.14 $16.92 $13.54 $14.56 
Income from Investment Operations       
Net investment income (loss)A .16 .34 .31 .26 .29 .24 
Net realized and unrealized gain (loss) 1.42 (.73) 1.59 3.02 3.73 (.82) 
Total from investment operations 1.58 (.39) 1.90 3.28 4.02 (.58) 
Distributions from net investment income (.14) (.31) (.27) (.25) (.26) (.21) 
Distributions from net realized gain (.42) (.90) (1.51) (.81) (.38) (.22) 
Total distributions (.55)B (1.21) (1.78) (1.06) (.64) (.44)C 
Net asset value, end of period $18.69 $17.66 $19.26 $19.14 $16.92 $13.54 
Total ReturnD,E 9.18% (1.97)% 10.23% 20.07% 30.65% (4.04)% 
Ratios to Average Net AssetsF       
Expenses before reductions .60%G .58% .56% .56% .58% .60% 
Expenses net of fee waivers, if any .35%G .33% .31% .31% .33% .35% 
Expenses net of all reductions .35%G .33% .31% .31% .33% .35% 
Net investment income (loss) 1.76%G 1.94% 1.63% 1.45% 1.90% 1.81% 
Supplemental Data       
Net assets, end of period (000 omitted) $10,862,875 $11,060,619 $13,270,015 $12,849,529 $9,527,041 $6,964,262 
Portfolio turnover rateH 29%G 39% 31% 42% 48% 32% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.55 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.417 per share.

 C Total distributions of $.44 per share is comprised of distributions from net investment income of $.212 and distributions from net realized gain of $.223 per share.

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

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

 F 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.

 G Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

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

2. Significant Accounting Policies.

The 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016, 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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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), market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation $2,909,995,142 
Gross unrealized depreciation (151,327,770) 
Net unrealized appreciation (depreciation) on securities $2,758,667,372 
Tax cost $7,747,487,665 

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 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 $(1,516) and a change in net unrealized appreciation (depreciation) of $(111,535) 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 $1,518,763,286 and $2,807,919,143, 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 .70% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .44% 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. Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC, LSV Asset Management and Robeco Investment Management, Inc. (d/b/a Boston Partners) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. The Fund does not directly pay transfer agent fees with respect to the portion of its assets invested in Underlying Funds. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .14% 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.

Interfund Trades. The Fund may purchase from or sell securities to other under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $16,849 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. 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 $9,492,000. The weighted average interest rate was .90%. The interest expense amounted to $237 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

8. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2019. During the period, this waiver reduced the Fund's management fee by $13,276,491.

9. Other.

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

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets. At the end of the period, the Fund was the owner of record of approximately 15% of the total outstanding shares of Fidelity SAI U.S. Minimum Volatility Index Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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 (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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Actual .35% $1,000.00 $1,091.80 $1.84 
Hypothetical-C  $1,000.00 $1,023.31 $1.78 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.70% of the fund's average daily net assets and that the approval of the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2018 and its proposal to extend the waiver through September 30, 2019. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and total net expenses are expected to continue to rank below the median competitive peer group data provided in the June 2016 management contract renewal materials.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreements, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Value Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.70% of the fund's average daily net assets and that the approval of the Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2018 and its proposal to extend the waiver through September 30, 2019. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and total net expenses are expected to continue to rank below the median competitive peer group data provided in the June 2016 management contract renewal materials.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value 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 Aristotle Capital Management LLC (Aristotle), Brandywine Global Investment Management, LLC (Brandywine), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), LSV Asset Management (LSV), and Robeco Investment Management, Inc. (dba Boston Partners) (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 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, Aristotle, Brandywine, FIAM, LSV, and Boston Partners (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Value Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one-year period and in the first quartile for the three- and five-year periods ended December 31, 2015. The Board also noted that the fund had out-performed 67%, 82%, and 76% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was higher than its benchmark for the one- and three-year periods and lower than its benchmark for the five-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 continue to benefit the shareholders of the fund.

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, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2019 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.70%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Value Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2019.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2d

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Value Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 6,899,983,843.50 94.160 
Against 166,043,140.44 2.266 
Abstain 261,925,782.52 3.574 
TOTAL 7,327,952,766.46 100.000 

PROPOSAL 4c

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Value Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 6,904,368,592.99 94.220 
Against 157,112,843.87 2.144 
Abstain 266,471,329.60 3.636 
TOTAL 7,327,952,766.46 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SUF-SANN-0117
1.912899.106


Strategic Advisers® Growth Fund

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



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity Growth Company Fund 13.5 10.4 
Fidelity SAI U.S. Quality Index Fund 8.1 3.3 
Columbia Select Large Cap Growth Fund Class R5 4.1 3.4 
Apple, Inc. 3.3 3.3 
Facebook, Inc. Class A 2.2 2.3 
Microsoft Corp. 2.1 1.5 
Amazon.com, Inc. 2.0 2.4 
Alphabet, Inc. Class C 2.0 2.0 
Alphabet, Inc. Class A 1.9 2.1 
Home Depot, Inc. 1.5 2.0 
 40.7  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 25.7 26.9 
Consumer Discretionary 13.0 15.9 
Health Care 12.0 13.8 
Consumer Staples 7.0 8.0 
Industrials 7.0 7.6 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 72.5% 
   Preferred Stocks 0.1% 
   Large Growth Funds 25.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.7% 


As of May 31, 2016 
   Common Stocks 81.3% 
   Preferred Stocks 0.1% 
   Large Growth Funds 17.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.5% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 72.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.9%   
Auto Components - 0.6%   
Lear Corp. 361,541 $46,823,175 
The Goodyear Tire & Rubber Co. 525,700 16,133,733 
  62,956,908 
Automobiles - 0.5%   
General Motors Co. 365,370 12,616,226 
Tesla Motors, Inc. (a) 66,624 12,618,586 
Thor Industries, Inc. 216,000 21,723,120 
  46,957,932 
Hotels, Restaurants & Leisure - 2.1%   
Brinker International, Inc. 234,571 12,458,066 
Carnival Corp. unit 464,885 23,899,738 
Chipotle Mexican Grill, Inc. (a) 6,803 2,696,233 
Domino's Pizza, Inc. 256,347 43,076,550 
Dunkin' Brands Group, Inc. 178,656 9,699,234 
Marriott International, Inc. Class A 257,742 20,304,915 
McDonald's Corp. 343,257 40,940,262 
Wyndham Worldwide Corp. 261,100 18,796,589 
Yum China Holdings, Inc.  383,459 10,782,867 
Yum! Brands, Inc. 581,384 36,853,932 
  219,508,386 
Household Durables - 0.4%   
D.R. Horton, Inc. 920,300 25,510,716 
Mohawk Industries, Inc. (a) 69,022 13,627,704 
Tupperware Brands Corp. 83,624 4,636,115 
  43,774,535 
Internet & Direct Marketing Retail - 2.5%   
Amazon.com, Inc. (a) 281,493 211,280,201 
Expedia, Inc. 136,220 16,898,091 
Priceline Group, Inc. (a) 18,471 27,774,473 
  255,952,765 
Media - 2.3%   
Charter Communications, Inc. Class A (a) 124,375 34,241,681 
Comcast Corp. Class A 1,454,914 101,131,072 
Omnicom Group, Inc. 328,070 28,522,406 
The Walt Disney Co. 345,383 34,234,363 
Twenty-First Century Fox, Inc. Class A 722,520 20,310,037 
Viacom, Inc. Class B (non-vtg.) 596,090 22,341,453 
  240,781,012 
Multiline Retail - 0.3%   
Dollar Tree, Inc. (a) 286,526 25,260,132 
Specialty Retail - 3.8%   
AutoZone, Inc. (a) 93,686 73,373,001 
Dick's Sporting Goods, Inc. 384,900 22,736,043 
Foot Locker, Inc. 354,300 25,392,681 
Gap, Inc. 584,602 14,597,512 
Home Depot, Inc. 1,151,079 148,949,623 
Lowe's Companies, Inc. 160,033 11,290,328 
Ross Stores, Inc. 264,000 17,843,760 
TJX Companies, Inc. 735,160 57,592,434 
Urban Outfitters, Inc. (a) 465,571 14,712,044 
  386,487,426 
Textiles, Apparel & Luxury Goods - 0.4%   
lululemon athletica, Inc. (a) 377,112 21,491,613 
Michael Kors Holdings Ltd. (a) 426,859 19,844,675 
Under Armour, Inc. Class C (non-vtg.) 97,258 2,507,311 
  43,843,599 
TOTAL CONSUMER DISCRETIONARY  1,325,522,695 
CONSUMER STAPLES - 7.0%   
Beverages - 2.2%   
Constellation Brands, Inc. Class A (sub. vtg.) 137,900 20,842,206 
Molson Coors Brewing Co. Class B 262,100 25,693,663 
Monster Beverage Corp. (a) 796,173 35,628,742 
PepsiCo, Inc. 1,147,476 114,862,348 
The Coca-Cola Co. 809,637 32,668,853 
  229,695,812 
Food & Staples Retailing - 1.1%   
CVS Health Corp. 973,400 74,844,726 
Sysco Corp. 195,118 10,390,034 
Wal-Mart Stores, Inc. 469,200 33,045,756 
  118,280,516 
Food Products - 2.0%   
Archer Daniels Midland Co. 569,293 24,610,536 
Danone SA sponsored ADR 2,308,076 28,832,485 
Ingredion, Inc. 148,000 17,372,240 
Kellogg Co. 388,760 27,990,720 
Mondelez International, Inc. 1,125,230 46,404,485 
Pilgrim's Pride Corp. 359,691 6,334,159 
Pinnacle Foods, Inc. 340,300 16,865,268 
The J.M. Smucker Co. 154,297 19,433,707 
Tyson Foods, Inc. Class A 242,500 13,776,425 
  201,620,025 
Household Products - 0.3%   
Procter& Gamble Co. 356,935 29,432,860 
Personal Products - 0.3%   
Coty, Inc. Class A 684,263 12,802,561 
Estee Lauder Companies, Inc. Class A 266,958 20,742,637 
  33,545,198 
Tobacco - 1.1%   
Altria Group, Inc. 430,691 27,534,076 
Philip Morris International, Inc. 894,485 78,965,136 
Reynolds American, Inc. 103,000 5,572,300 
  112,071,512 
TOTAL CONSUMER STAPLES  724,645,923 
ENERGY - 0.8%   
Energy Equipment & Services - 0.4%   
Halliburton Co. 427,320 22,686,419 
Schlumberger Ltd. 285,482 23,994,762 
  46,681,181 
Oil, Gas & Consumable Fuels - 0.4%   
Apache Corp. 481,750 31,771,413 
Parsley Energy, Inc. Class A (a) 167,853 6,403,592 
  38,175,005 
TOTAL ENERGY  84,856,186 
FINANCIALS - 3.0%   
Banks - 0.9%   
Bank of America Corp. 1,245,078 26,296,047 
JPMorgan Chase & Co. 803,430 64,410,983 
  90,707,030 
Capital Markets - 1.0%   
Bank of New York Mellon Corp. 729,000 34,569,180 
FactSet Research Systems, Inc. 106,723 17,093,823 
Greenhill & Co., Inc. 24,813 687,320 
MSCI, Inc. 116,865 9,208,962 
S&P Global, Inc. 112,827 13,425,285 
SEI Investments Co. 555,574 26,211,981 
  101,196,551 
Consumer Finance - 0.8%   
American Express Co. 182,752 13,165,454 
Capital One Financial Corp. 500,010 42,020,840 
Discover Financial Services 331,500 22,465,755 
LendingClub Corp. (a) 486,433 2,753,211 
  80,405,260 
Insurance - 0.3%   
MetLife, Inc. 357,231 19,651,277 
Prudential Financial, Inc. 165,999 16,699,499 
  36,350,776 
TOTAL FINANCIALS  308,659,617 
HEALTH CARE - 12.0%   
Biotechnology - 3.7%   
AbbVie, Inc. 447,100 27,183,680 
Alexion Pharmaceuticals, Inc. (a) 32,647 4,002,196 
Alnylam Pharmaceuticals, Inc. (a) 16,849 739,166 
Amgen, Inc. 544,765 78,484,294 
Biogen, Inc. (a) 87,635 25,770,824 
BioMarin Pharmaceutical, Inc. (a) 290,780 24,899,491 
Celgene Corp. (a) 527,653 62,532,157 
Gilead Sciences, Inc. 1,781,744 131,314,533 
Intrexon Corp. (a) 38,177 1,114,005 
Juno Therapeutics, Inc. (a) 17,529 351,456 
Regeneron Pharmaceuticals, Inc. (a) 55,557 21,069,437 
  377,461,239 
Health Care Equipment & Supplies - 2.0%   
DexCom, Inc. (a) 43,801 2,859,767 
Edwards Lifesciences Corp. (a) 655,632 54,319,111 
Hologic, Inc. (a) 485,723 18,593,476 
Intuitive Surgical, Inc. (a) 20,151 12,972,005 
Medtronic PLC 799,763 58,390,697 
Stryker Corp. 112,963 12,839,375 
The Cooper Companies, Inc. 139,100 22,880,559 
Varian Medical Systems, Inc. (a) 242,439 21,778,295 
  204,633,285 
Health Care Providers & Services - 2.6%   
Aetna, Inc. 170,000 22,242,800 
Express Scripts Holding Co. (a) 533,586 40,488,506 
HCA Holdings, Inc. (a) 320,820 22,742,930 
Laboratory Corp. of America Holdings (a) 210,300 26,466,255 
McKesson Corp. 85,226 12,256,351 
UnitedHealth Group, Inc. 924,949 146,437,926 
  270,634,768 
Health Care Technology - 0.4%   
athenahealth, Inc. (a) 127,585 12,069,541 
Cerner Corp. (a) 382,013 19,016,607 
Veeva Systems, Inc. Class A (a) 204,156 9,489,171 
  40,575,319 
Life Sciences Tools & Services - 1.4%   
Agilent Technologies, Inc. 479,150 21,073,017 
Illumina, Inc. (a) 93,472 12,444,862 
Thermo Fisher Scientific, Inc. 707,325 99,103,306 
Waters Corp. (a) 106,975 14,395,626 
  147,016,811 
Pharmaceuticals - 1.9%   
Bristol-Myers Squibb Co. 93,580 5,281,655 
Eli Lilly & Co. 703,986 47,251,540 
Merck & Co., Inc. 1,294,599 79,216,513 
Novartis AG sponsored ADR 261,260 17,964,238 
Novo Nordisk A/S Series B sponsored ADR 763,723 25,661,093 
Pfizer, Inc. 579,592 18,628,087 
  194,003,126 
TOTAL HEALTH CARE  1,234,324,548 
INDUSTRIALS - 7.0%   
Aerospace & Defense - 2.4%   
General Dynamics Corp. 154,500 27,091,575 
Lockheed Martin Corp. 74,700 19,814,175 
Northrop Grumman Corp. 308,857 77,106,150 
Orbital ATK, Inc. 74,279 6,338,227 
Spirit AeroSystems Holdings, Inc. Class A 196,391 11,439,776 
Textron, Inc. 380,706 17,523,897 
TransDigm Group, Inc. 37,272 9,371,299 
United Technologies Corp. 709,686 76,447,376 
  245,132,475 
Air Freight & Logistics - 1.4%   
Expeditors International of Washington, Inc. 535,670 28,251,236 
FedEx Corp. 228,320 43,762,094 
United Parcel Service, Inc. Class B 611,982 70,940,953 
  142,954,283 
Airlines - 0.6%   
Copa Holdings SA Class A 296,547 26,354,132 
Delta Air Lines, Inc. 606,056 29,199,778 
JetBlue Airways Corp. (a) 491,000 9,864,190 
  65,418,100 
Building Products - 0.6%   
Lennox International, Inc. 51,578 7,668,101 
Owens Corning 1,021,151 52,466,738 
  60,134,839 
Industrial Conglomerates - 0.5%   
Honeywell International, Inc. 341,350 38,893,419 
Roper Technologies, Inc. 76,188 13,798,409 
  52,691,828 
Machinery - 0.8%   
Caterpillar, Inc. 127,060 12,141,854 
Deere & Co. 229,661 23,012,032 
Ingersoll-Rand PLC 407,500 30,375,050 
Oshkosh Corp. 201,200 14,084,000 
  79,612,936 
Professional Services - 0.2%   
IHS Markit Ltd. (a) 258,070 9,275,036 
Verisk Analytics, Inc. (a) 114,996 9,553,868 
  18,828,904 
Road & Rail - 0.2%   
Union Pacific Corp. 177,468 17,982,832 
Trading Companies & Distributors - 0.3%   
HD Supply Holdings, Inc. (a) 381,000 14,950,440 
United Rentals, Inc. (a) 231,447 23,401,606 
  38,352,046 
TOTAL INDUSTRIALS  721,108,243 
INFORMATION TECHNOLOGY - 25.7%   
Communications Equipment - 0.9%   
Cisco Systems, Inc. 2,156,766 64,314,762 
Juniper Networks, Inc. 998,300 27,493,182 
  91,807,944 
Electronic Equipment & Components - 0.1%   
Keysight Technologies, Inc. (a) 332,185 12,234,374 
Internet Software & Services - 7.3%   
Alibaba Group Holding Ltd. sponsored ADR (a) 470,725 44,257,565 
Alphabet, Inc.:   
Class A (a) 254,119 197,165,850 
Class C (a) 275,323 208,705,847 
Dropbox, Inc. (a)(b) 286,254 3,641,151 
eBay, Inc. (a) 1,893,017 52,644,803 
Facebook, Inc. Class A(a) 1,859,241 220,171,319 
MercadoLibre, Inc. 31,690 5,001,316 
SurveyMonkey (a)(b) 163,411 1,861,251 
Twitter, Inc. (a) 508,436 9,400,982 
Zillow Group, Inc.:   
Class A (a) 90,212 3,170,952 
Class C (a) 181,816 6,530,831 
  752,551,867 
IT Services - 4.9%   
Accenture PLC Class A 256,741 30,662,578 
Alliance Data Systems Corp. 198,850 45,492,903 
Amdocs Ltd. 214,978 12,677,253 
Automatic Data Processing, Inc. 89,170 8,562,103 
Cognizant Technology Solutions Corp. Class A (a) 434,315 23,922,070 
Fidelity National Information Services, Inc. 622,010 48,012,952 
Fiserv, Inc. (a) 245,400 25,673,748 
FleetCor Technologies, Inc. (a) 266,669 39,824,348 
Gartner, Inc. (a) 248,732 25,574,624 
Global Payments, Inc. 491,755 33,709,805 
IBM Corp. 142,100 23,051,462 
Leidos Holdings, Inc. 263,885 13,510,912 
MasterCard, Inc. Class A 289,600 29,597,120 
PayPal Holdings, Inc. (a) 585,977 23,017,177 
Vantiv, Inc. (a) 578,398 32,638,999 
Visa, Inc. Class A 1,134,749 87,738,793 
  503,666,847 
Semiconductors & Semiconductor Equipment - 3.3%   
Analog Devices, Inc. 614,554 45,624,489 
Applied Materials, Inc. 1,381,600 44,487,520 
Broadcom Ltd. 81,327 13,865,440 
Intel Corp. 1,052,200 36,511,340 
Lam Research Corp. 287,500 30,480,750 
NVIDIA Corp. 726,342 66,968,732 
Qualcomm, Inc. 1,365,238 93,013,665 
Texas Instruments, Inc. 207,191 15,317,631 
  346,269,567 
Software - 5.4%   
Activision Blizzard, Inc. 1,068,492 39,117,492 
Adobe Systems, Inc. (a) 259,962 26,726,693 
Atlassian Corp. PLC 237,484 6,445,316 
Autodesk, Inc. (a) 382,006 27,737,456 
Electronic Arts, Inc. (a) 751,563 59,553,852 
Intuit, Inc. 265,944 30,232,514 
Microsoft Corp. 3,519,229 212,068,740 
Mobileye NV (a) 37,189 1,384,546 
Oracle Corp. 2,300,341 92,450,705 
ServiceNow, Inc. (a) 113,475 9,435,446 
Splunk, Inc. (a) 161,802 9,323,031 
Synopsys, Inc. (a) 419,300 25,359,264 
Workday, Inc. Class A (a) 160,808 13,559,331 
  553,394,386 
Technology Hardware, Storage & Peripherals - 3.8%   
Apple, Inc. 3,022,936 334,094,887 
NCR Corp. (a) 1,076,437 41,711,934 
NetApp, Inc. 342,065 12,505,896 
  388,312,717 
TOTAL INFORMATION TECHNOLOGY  2,648,237,702 
MATERIALS - 2.9%   
Chemicals - 2.1%   
AdvanSix, Inc. (a) 13,654 255,330 
Ashland Global Holdings, Inc. 390,650 44,026,255 
FMC Corp. 158,660 8,903,999 
LyondellBasell Industries NV Class A 661,677 59,762,667 
Monsanto Co. 763,927 78,462,942 
Sherwin-Williams Co. 85,758 23,040,602 
  214,451,795 
Construction Materials - 0.0%   
Martin Marietta Materials, Inc. 23,597 5,178,362 
Containers & Packaging - 0.1%   
Owens-Illinois, Inc. (a) 685,300 12,588,961 
Metals & Mining - 0.7%   
Freeport-McMoRan, Inc. 575,230 8,829,781 
Newmont Mining Corp. 661,417 21,456,367 
Steel Dynamics, Inc. 1,089,200 38,644,816 
  68,930,964 
TOTAL MATERIALS  301,150,082 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
Digital Realty Trust, Inc. 128,143 11,831,443 
Equity Lifestyle Properties, Inc. 126,327 8,770,884 
Extra Space Storage, Inc. 90,665 6,361,056 
Simon Property Group, Inc. 57,452 10,321,252 
  37,284,635 
Real Estate Management & Development - 0.1%   
Realogy Holdings Corp. 283,699 6,851,331 
TOTAL REAL ESTATE  44,135,966 
TELECOMMUNICATION SERVICES - 0.7%   
Diversified Telecommunication Services - 0.7%   
AT&T, Inc. 354,688 13,701,597 
Verizon Communications, Inc. 1,058,951 52,841,655 
  66,543,252 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 835,753 9,569,372 
TOTAL COMMON STOCKS   
(Cost $5,127,507,578)  7,468,753,586 
Preferred Stocks - 0.1%   
Convertible Preferred Stocks - 0.1%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc. Series D (a)(b) 98,859 10,380,195 
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b) 28,508 362,622 
TOTAL CONVERTIBLE PREFERRED STOCKS  10,742,817 
Nonconvertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
Flipkart Series D (a)(b) 52,096 2,715,764 
TOTAL PREFERRED STOCKS   
(Cost $5,478,268)  13,458,581 
Equity Funds - 25.7%   
Large Growth Funds - 25.7%   
Columbia Select Large Cap Growth Fund Class R5 26,725,322 426,001,637 
Fidelity Growth Company Fund (c) 9,706,336 1,385,676,572 
Fidelity SAI U.S. Quality Index Fund (c) 76,595,227 834,122,022 
TOTAL EQUITY FUNDS   
(Cost $2,189,741,838)  2,645,800,231 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.28% to 0.33% 12/29/16 to 1/5/17 (d)   
(Cost $6,520,548) 6,522,000 6,520,092 
 Shares  
Money Market Funds - 1.6%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $163,976,853) 163,976,853 163,976,853 
TOTAL INVESTMENT PORTFOLIO - 100.0%   
(Cost $7,493,225,085)  10,298,509,343 
NET OTHER ASSETS (LIABILITIES) - 0.0%  (2,979,883) 
NET ASSETS - 100%  $10,295,529,460 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
776 ICE Russell 1000 Growth Index Contracts (United States) Dec. 2016 80,773,840 $987,852 

The face value of futures purchased as a percentage of Net Assets is 0.8%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $421,138,598.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $18,960,983 or 0.2% of net assets.

 (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 $3,973,837.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Airbnb, Inc. Series D 4/16/14 $4,024,850 
Dropbox, Inc. 5/1/12 $2,591,086 
Dropbox, Inc. Series A 5/25/12 $257,972 
Flipkart Series D 10/4/13 $1,195,447 
SurveyMonkey 11/25/14 $2,688,111 

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 Growth Company Fund $1,142,743,794 $155,000,000 $-- $-- $1,385,676,572 
Fidelity SAI U.S. Quality Index Fund 358,091,164 443,157,513 -- 3,800,934 834,122,022 
Total $1,500,834,958 $598,157,513 $-- $3,800,934 $2,219,798,594 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $1,338,618,654 $1,325,522,695 $-- $13,095,959 
Consumer Staples 724,645,923 724,645,923 -- -- 
Energy 84,856,186 84,856,186 -- -- 
Financials 308,659,617 308,659,617 -- -- 
Health Care 1,234,324,548 1,234,324,548 -- -- 
Industrials 721,108,243 721,108,243 -- -- 
Information Technology 2,648,600,324 2,642,735,300 -- 5,865,024 
Materials 301,150,082 301,150,082 -- -- 
Real Estate 44,135,966 44,135,966 -- -- 
Telecommunication Services 66,543,252 66,543,252 -- -- 
Utilities 9,569,372 9,569,372 -- -- 
Equity Funds 2,645,800,231 2,645,800,231 -- -- 
Other Short-Term Investments 6,520,092 -- 6,520,092 -- 
Money Market Funds 163,976,853 163,976,853 -- -- 
Total Investments in Securities: $10,298,509,343 $10,273,028,268 $6,520,092 $18,960,983 
Derivative Instruments:     
Assets     
Futures Contracts $987,852 $987,852 $-- $-- 
Total Assets $987,852 $987,852 $-- $-- 
Total Derivative Instruments: $987,852 $987,852 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $987,852 $0 
Total Equity Risk 987,852 
Total Value of Derivatives $987,852 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $5,713,757,238) 
$8,078,710,744  
Affiliated issuers (cost $1,779,467,847) 2,219,798,599  
Total Investments (cost $7,493,225,085)  $10,298,509,343 
Foreign currency held at value (cost $13,672)  13,611 
Receivable for investments sold  23,439,000 
Receivable for fund shares sold  2,809,385 
Dividends receivable  11,812,728 
Prepaid expenses  23,038 
Other receivables  156,046 
Total assets  10,336,763,151 
Liabilities   
Payable for investments purchased $28,746,046  
Payable for fund shares redeemed 8,830,298  
Accrued management fee 1,315,422  
Payable for daily variation margin for derivative instruments 867,488  
Other affiliated payables 1,182,056  
Other payables and accrued expenses 292,381  
Total liabilities  41,233,691 
Net Assets  $10,295,529,460 
Net Assets consist of:   
Paid in capital  $6,761,923,772 
Undistributed net investment income  52,296,100 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  675,037,539 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  2,806,272,049 
Net Assets, for 622,049,120 shares outstanding  $10,295,529,460 
Net Asset Value, offering price and redemption price per share ($10,295,529,460 ÷ 622,049,120 shares)  $16.55 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $64,062,085 
Affiliated issuers  3,800,934 
Interest  280,405 
Total income  68,143,424 
Expenses   
Management fee $21,417,603  
Transfer agent fees 6,581,635  
Accounting fees and expenses 654,684  
Custodian fees and expenses 49,470  
Independent trustees' fees and expenses 65,844  
Registration fees 37,898  
Audit 35,059  
Legal 43,121  
Miscellaneous 132,996  
Total expenses before reductions 29,018,310  
Expense reductions (13,392,669) 15,625,641 
Net investment income (loss)  52,517,783 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 635,137,709  
Foreign currency transactions 17,734  
Futures contracts 61,078,757  
Realized gain distributions from underlying funds:   
Affiliated issuers 2,356,579  
Total net realized gain (loss)  698,590,779 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(323,812,734)  
Assets and liabilities in foreign currencies 82  
Futures contracts (1,045,157)  
Total change in net unrealized appreciation (depreciation)  (324,857,809) 
Net gain (loss)  373,732,970 
Net increase (decrease) in net assets resulting from operations  $426,250,753 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $52,517,783 $93,291,122 
Net realized gain (loss) 698,590,779 622,272,662 
Change in net unrealized appreciation (depreciation) (324,857,809) (831,489,007) 
Net increase (decrease) in net assets resulting from operations 426,250,753 (115,925,223) 
Distributions to shareholders from net investment income (38,521,687) (82,792,975) 
Distributions to shareholders from net realized gain (361,712,100) (638,862,712) 
Total distributions (400,233,787) (721,655,687) 
Share transactions   
Proceeds from sales of shares 392,475,644 1,732,660,773 
Reinvestment of distributions 398,804,664 719,255,590 
Cost of shares redeemed (1,484,365,157) (3,785,909,086) 
Net increase (decrease) in net assets resulting from share transactions (693,084,849) (1,333,992,723) 
Total increase (decrease) in net assets (667,067,883) (2,171,573,633) 
Net Assets   
Beginning of period 10,962,597,343 13,134,170,976 
End of period $10,295,529,460 $10,962,597,343 
Other Information   
Undistributed net investment income end of period $52,296,100 $38,300,004 
Shares   
Sold 23,873,102 105,285,014 
Issued in reinvestment of distributions 24,481,563 42,548,390 
Redeemed (90,187,729) (230,381,540) 
Net increase (decrease) (41,833,064) (82,548,136) 

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


Financial Highlights — Strategic Advisers Growth Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 
Selected Per–Share Data       
Net asset value, beginning of period $16.51 $17.60 $16.51 $14.71 $12.13 $12.67 
Income from Investment Operations       
Net investment income (loss)A .08 .13 .12 .12 .12 .07 
Net realized and unrealized gain (loss) .57 (.23) 2.10 3.01 2.57 (.43) 
Total from investment operations .65 (.10) 2.22 3.13 2.69 (.36) 
Distributions from net investment income (.06) (.12) (.12) (.10) (.10) (.07) 
Distributions from net realized gain (.55) (.88) (1.01) (1.23) B (.11) 
Total distributions (.61) (.99)C (1.13) (1.33) (.11)D (.18) 
Net asset value, end of period $16.55 $16.51 $17.60 $16.51 $14.71 $12.13 
Total ReturnE,F 4.01% (.62)% 13.99% 22.64% 22.29% (2.83)% 
Ratios to Average Net AssetsG       
Expenses before reductions .55%H .57% .56% .56% .62% .62% 
Expenses net of fee waivers, if any .30%H .32% .31% .31% .37% .36% 
Expenses net of all reductions .30%H .32% .31% .31% .37% .36% 
Net investment income (loss) .99%H .79% .73% .75% .89% .61% 
Supplemental Data       
Net assets, end of period (000 omitted) $10,295,529 $10,962,597 $13,134,171 $12,141,245 $9,084,200 $7,507,409 
Portfolio turnover rateI 48%H 30% 40% 39% 73% 49%J 

 A Calculated based on average shares outstanding during the period.

 B Amount represents less than $.005 per share.

 C Total distributions of $.99 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.876 per share.

 D Total distributions of $.11 per share is comprised of distributions from net investment income of $.103 and distributions from net realized gain of $.003 per share.

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

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

 G 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.

 H Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Growth 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016 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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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, deferred trustees compensation, security level mergers and exchanges and losses deferred due to wash sales.

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

Gross unrealized appreciation $2,969,982,670 
Gross unrealized depreciation (188,601,500) 
Net unrealized appreciation (depreciation) on securities $2,781,381,170 
Tax cost $7,517,128,173 

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

3. Derivative Instruments.

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

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

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.

During the period the Fund recognized net realized gain (loss) of $61,078,757 and a change in net unrealized appreciation (depreciation) of $(1,045,157) 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 $2,399,335,682 and $3,354,058,890, 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 .95% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .41% of the Fund's average net assets.

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

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc., FIAM LLC (an affiliate of the investment adviser) and Waddell & Reed Investment Management Co. (Waddell & Reed)(through June 28, 2016) 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.

Geode Capital Management, LLC and Waddell & Reed have been retained to serve as a sub-adviser for the Fund. As of the date of this report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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 annualized rate of .12% 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 $3,164 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $14,715 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, 2019. During the period, this waiver reduced the Fund's management fee by $13,211,059.

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 $181,084 for the period.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $526.

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 21% of the total outstanding shares of Fidelity SAI U.S. Quality Index Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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 (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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Actual .30% $1,000.00 $1,040.10 $1.53 
Hypothetical-C  $1,000.00 $1,023.56 $1.52 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.95% of the fund's average daily net assets and that the approval of the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2018 and its proposal to extend the waiver through September 30, 2019. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and total net expenses are expected to continue to rank below the median competitive peer group data provided in the June 2016 management contract renewal materials.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement[s], the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Growth Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.95% of the fund's average daily net assets and that the approval of the Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2018 and its proposal to extend the waiver through September 30, 2019. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and total net expenses are expected to continue to rank below the median competitive peer group data provided in the June 2016 management contract renewal materials.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth 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 ClariVest Asset Management LLC (ClariVest), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), Loomis Sayles & Company, L.P. (Loomis Sayles), Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management Inc. (MSIM), and Waddell & Reed Investment Management Company (WRIMCO) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, ClariVest, FIAM, Loomis Sayles, MFS, MSIM, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Growth Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one-, three-, and five-year periods ended December 31, 2015. The Board also noted that the fund had out-performed 61%, 72%, and 63% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2019 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.95%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Growth Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2019.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2c

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Growth Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 6,950,105,336.05 94.279 
Against 162,949,957.14 2.211 
Abstain 258,781,547.96 3.510 
TOTAL 7,371,836,841.15 100.000 

PROPOSAL 4b

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Growth Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 6,943,955,696.81 94.196 
Against 160,754,044.64 2.180 
Abstain 267,127,099.70 3.624 
TOTAL 7,371,836,841.15 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SGF-SANN-0117
1.907406.106


Strategic Advisers® Short Duration Fund

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



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
PIMCO Short-Term Fund - Administrator Class 17.0 16.9 
Fidelity Short-Term Bond Fund 9.4 9.6 
Fidelity Conservative Income Bond Fund Institutional Class 8.3 6.2 
Metropolitan West Low Duration Bond Fund - Class M 6.6 8.6 
BlackRock Low Duration Bond Portfolio 4.8 4.6 
PIMCO Enhanced Short Maturity Active ETF 3.8 1.9 
JPMorgan Short Duration Bond Fund Class A 3.6 4.6 
Fidelity Floating Rate High Income Fund 3.6 3.9 
Janus Short-Term Bond Fund - Class T 2.8 3.6 
Delaware Limited-Term Diversified Income Fund - Class A 2.6 3.1 
 62.5  

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Corporate Bonds 16.7% 
   U.S. Government and U.S. Government Agency Obligations 2.2% 
   Asset-Backed Securities 6.2% 
   CMOs and Other Mortgage Related Securities 1.0% 
   Municipal Securities 1.0% 
   Bank Loan Funds 3.6% 
   Other Investments 0.3% 
   Short-Term Funds 61.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 7.8% 


As of May 31, 2016 
   Corporate Bonds 20.1% 
   U.S. Government and U.S. Government Agency Obligations 3.0% 
   Asset-Backed Securities 6.7% 
   CMOs and Other Mortgage Related Securities 1.9% 
   Municipal Securities 0.2% 
   Bank Loan Funds 3.9% 
   Other Investments 0.2% 
   Short-Term Funds 60.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.4% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 16.7%   
 Principal Amount Value 
CONSUMER DISCRETIONARY - 1.6%   
Auto Components - 0.0%   
Delphi Automotive PLC 3.15% 11/19/20 $1,450,000 $1,473,210 
Automobiles - 0.8%   
American Honda Finance Corp.:   
1.1912% 11/19/18 (a) 5,000,000 5,003,760 
1.7412% 2/22/19 (a) 8,351,000 8,452,348 
Daimler Finance North America LLC:   
1.125% 3/10/17 (b) 1,825,000 1,824,398 
1.1393% 3/2/17 (a)(b) 5,000,000 5,002,750 
1.2259% 8/1/17 (a)(b) 5,000,000 5,006,005 
1.3587% 5/18/18 (a)(b) 5,000,000 4,998,740 
1.5145% 10/30/19 (a)(b) 5,000,000 5,012,390 
1.7459% 8/1/18 (a)(b) 1,060,000 1,064,776 
General Motors Financial Co., Inc.:   
2.1343% 10/4/19 (a) 5,000,000 5,027,450 
2.2361% 4/10/18 (a) 5,000,000 5,032,445 
2.35% 10/4/19 1,165,000 1,145,103 
3.1% 1/15/19 630,000 635,425 
3.15% 1/15/20 1,400,000 1,405,908 
4.75% 8/15/17 1,375,000 1,404,635 
Hyundai Capital Services, Inc. 3.5% 9/13/17 (b) 605,000 612,991 
Nissan Motor Acceptance Corp. 1.95% 9/12/17 (b) 1,375,000 1,380,196 
Volkswagen Group of America Finance LLC:   
1.25% 5/23/17 (b) 1,655,000 1,651,541 
1.2898% 5/23/17 (a)(b) 15,000,000 14,977,065 
  69,637,926 
Diversified Consumer Services - 0.0%   
ERAC U.S.A. Finance Co. 6.375% 10/15/17 (b) 550,000 572,449 
ERAC U.S.A. Finance LLC:   
2.75% 3/15/17 (b) 520,000 522,012 
2.8% 11/1/18 (b) 1,140,000 1,155,912 
  2,250,373 
Hotels, Restaurants & Leisure - 0.2%   
Brinker International, Inc. 2.6% 5/15/18 1,110,000 1,110,000 
GLP Capital LP/GLP Financing II, Inc. 4.375% 11/1/18 1,225,000 1,267,875 
McDonald's Corp. 5.8% 10/15/17 10,000,000 10,370,300 
Wyndham Worldwide Corp. 2.95% 3/1/17 375,000 375,931 
  13,124,106 
Household Durables - 0.1%   
Newell Brands, Inc.:   
2.05% 12/1/17 1,580,000 1,584,969 
2.15% 10/15/18 1,030,000 1,036,127 
2.6% 3/29/19 1,630,000 1,650,295 
Whirlpool Corp.:   
1.35% 3/1/17 1,850,000 1,850,675 
1.65% 11/1/17 450,000 450,622 
  6,572,688 
Internet & Direct Marketing Retail - 0.1%   
JD.com, Inc. 3.125% 4/29/21 2,755,000 2,720,439 
Media - 0.3%   
Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 3.579% 7/23/20 (b) 860,000 877,304 
Comcast Corp. 6.3% 11/15/17 5,000,000 5,231,505 
Interpublic Group of Companies, Inc. 2.25% 11/15/17 1,840,000 1,849,850 
NBCUniversal Enterprise, Inc. 1.565% 4/15/18 (a)(b) 15,315,000 15,420,643 
Time Warner Cable, Inc.:   
5.85% 5/1/17 1,110,000 1,129,594 
6.75% 7/1/18 539,000 577,508 
8.25% 4/1/19 1,390,000 1,568,544 
  26,654,948 
Multiline Retail - 0.0%   
Dollar General Corp. 4.125% 7/15/17 1,330,000 1,350,591 
Specialty Retail - 0.1%   
AutoZone, Inc. 1.625% 4/21/19 145,000 143,719 
Home Depot, Inc. 1.2203% 9/15/17 (a) 10,000,000 10,029,130 
Lowe's Companies, Inc. 1.4558% 9/14/18 (a) 330,000 332,795 
Nissan Motor Acceptance Corp. 1.55% 9/13/19 (b) 725,000 713,863 
  11,219,507 
Textiles, Apparel & Luxury Goods - 0.0%   
Invista Finance LLC 4.25% 10/15/19 (b) 1,475,000 1,474,540 
TOTAL CONSUMER DISCRETIONARY  136,478,328 
CONSUMER STAPLES - 1.2%   
Beverages - 0.5%   
Anheuser-Busch InBev Finance, Inc.:   
1.0757% 1/27/17 (a) 10,000,000 10,002,870 
1.9% 2/1/19 2,170,000 2,169,568 
Heineken NV 1.4% 10/1/17 (b) 795,000 795,322 
PepsiCo, Inc. 1.5062% 2/22/19 (a) 20,000,000 20,161,800 
SABMiller Holdings, Inc. 1.5759% 8/1/18 (a)(b) 6,000,000 6,010,146 
  39,139,706 
Food & Staples Retailing - 0.2%   
CVS Health Corp.:   
1.2% 12/5/16 610,000 610,000 
1.9% 7/20/18 11,033,000 11,056,280 
Kroger Co. 6.4% 8/15/17 3,400,000 3,517,412 
Walgreens Boots Alliance, Inc. 1.75% 5/30/18 3,242,000 3,246,688 
  18,430,380 
Food Products - 0.1%   
Bunge Ltd. Finance Corp.:   
3.2% 6/15/17 2,260,000 2,280,078 
3.5% 11/24/20 520,000 529,048 
8.5% 6/15/19 100,000 115,017 
Danone SA 1.691% 10/30/19 (b) 2,430,000 2,402,157 
General Mills, Inc. 5.7% 2/15/17 5,000,000 5,045,820 
Mead Johnson Nutrition Co. 3% 11/15/20 295,000 298,244 
Tyson Foods, Inc. 2.65% 8/15/19 715,000 721,936 
  11,392,300 
Tobacco - 0.4%   
BAT International Finance PLC 1.3603% 6/15/18 (a)(b) 15,000,000 15,003,750 
Imperial Tobacco Finance PLC 2.05% 2/11/18 (b) 2,565,000 2,569,230 
Philip Morris International, Inc.:   
1.25% 8/11/17 5,796,000 5,799,907 
1.25% 11/9/17 9,225,000 9,225,830 
Reynolds American, Inc.:   
2.3% 6/12/18 780,000 785,866 
8.125% 6/23/19 360,000 413,463 
  33,798,046 
TOTAL CONSUMER STAPLES  102,760,432 
ENERGY - 1.3%   
Energy Equipment & Services - 0.0%   
Cameron International Corp.:   
1.15% 12/15/16 215,000 214,999 
1.4% 6/15/17 670,000 669,248 
Rowan Companies, Inc. 5% 9/1/17 370,000 374,625 
Transocean, Inc. 6.8% 12/15/16 (a) 410,000 410,552 
  1,669,424 
Oil, Gas & Consumable Fuels - 1.3%   
Anadarko Petroleum Corp. 6.375% 9/15/17 1,700,000 1,766,079 
BP Capital Markets PLC:   
1.2323% 2/10/17 (a) 12,747,000 12,753,807 
1.846% 5/5/17 5,247,000 5,260,002 
Canadian Natural Resources Ltd.:   
1.75% 1/15/18 580,000 577,666 
5.7% 5/15/17 1,335,000 1,358,895 
Chevron Corp. 1.4112% 5/16/18 (a) 10,000,000 10,041,920 
China Shenhua Overseas Capital Co. Ltd.:   
2.5% 1/20/18 (Reg. S) 1,325,000 1,327,465 
3.125% 1/20/20 (Reg. S) 1,740,000 1,751,199 
CNOOC Nexen Finance 2014 ULC 1.625% 4/30/17 550,000 549,539 
Columbia Pipeline Group, Inc. 2.45% 6/1/18 460,000 462,447 
ConocoPhillips Co.:   
1.05% 12/15/17 750,000 745,526 
5.2% 5/15/18 145,000 151,693 
DCP Midstream Operating LP 2.5% 12/1/17 1,410,000 1,402,950 
Enbridge Energy Partners LP 5.875% 12/15/16 1,056,000 1,057,176 
Enbridge, Inc. 1.2893% 6/2/17 (a) 2,341,000 2,338,750 
Encana Corp. 6.5% 5/15/19 150,000 160,965 
Energy Transfer Partners LP:   
6.125% 2/15/17 960,000 968,257 
6.7% 7/1/18 275,000 293,031 
Enterprise Products Operating LP:   
2.55% 10/15/19 385,000 388,527 
6.3% 9/15/17 1,620,000 1,673,883 
Exxon Mobil Corp.:   
1.2051% 3/6/22 (a) 2,475,000 2,457,197 
1.305% 3/6/18 1,740,000 1,739,499 
1.6221% 3/1/19 (a) 20,000,000 20,259,900 
Kinder Morgan Energy Partners LP:   
5.95% 2/15/18 455,000 474,147 
6% 2/1/17 343,000 345,323 
Marathon Oil Corp. 6% 10/1/17 1,515,000 1,563,542 
Murphy Oil Corp. 3.5% 12/1/17 (a) 3,090,000 3,105,450 
ONEOK Partners LP 3.2% 9/15/18 95,000 97,072 
Origin Energy Finance Ltd. 3.5% 10/9/18 (b) 1,300,000 1,315,587 
Panhandle Eastern Pipe Line Co. LP 6.2% 11/1/17 110,000 113,596 
Petroleos Mexicanos:   
3.125% 1/23/19 195,000 192,894 
3.5% 7/18/18 625,000 631,250 
3.5% 7/23/20 410,000 398,028 
Schlumberger Investment SA 1.25% 8/1/17 (b) 10,000,000 9,994,900 
Shell International Finance BV:   
1.1954% 9/12/19 (a) 10,000,000 10,016,470 
1.2023% 5/10/17 (a) 10,000,000 10,010,690 
TransCanada PipeLines Ltd.:   
1.625% 11/9/17 1,573,000 1,574,214 
1.6639% 1/12/18 (a) 3,000,000 3,012,669 
Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17 1,060,000 1,068,975 
  113,401,180 
TOTAL ENERGY  115,070,604 
FINANCIALS - 9.1%   
Banks - 5.7%   
ABN AMRO Bank NV 2.5% 10/30/18 (b) 11,550,000 11,658,431 
Australia & New Zealand Banking Group Ltd. 1.4657% 5/15/18 (a) 7,330,000 7,357,869 
Banco de Credito del Peru 2.25% 10/25/19 (b) 280,000 277,550 
Bank of America Corp.:   
1.5401% 8/25/17 (a) 12,902,000 12,916,386 
1.7% 8/25/17 1,645,000 1,647,619 
2% 1/11/18 715,000 716,510 
2.503% 10/21/22 635,000 616,230 
2.625% 4/19/21 1,130,000 1,123,113 
5.65% 5/1/18 425,000 446,600 
Bank of America NA 1.2851% 6/5/17 (a) 6,161,000 6,169,798 
Bank of Montreal 1.4761% 4/9/18 (a) 8,400,000 8,431,500 
Bank of Nova Scotia:   
1.2722% 12/13/16 (a) 4,990,000 4,990,778 
1.3% 7/21/17 5,687,000 5,691,783 
1.71% 1/15/19 (a) 5,000,000 5,045,235 
Bank of Tokyo-Mitsubishi UFJ Ltd.:   
1.1507% 9/8/17 (a)(b) 5,880,000 5,865,559 
1.2% 3/10/17 (b) 10,000,000 9,999,860 
1.2554% 3/10/17 (a)(b) 2,820,000 2,821,486 
1.8758% 9/14/18 (a)(b) 5,000,000 5,033,250 
Banque Federative du Credit Mutuel SA:   
1.7% 1/20/17 (b) 1,415,000 1,416,005 
1.7312% 1/20/17 (a)(b) 2,000,000 2,002,524 
2.5% 10/29/18 (b) 1,405,000 1,418,156 
Barclays Bank PLC:   
1.4862% 2/17/17 (a) 5,000,000 5,003,290 
6.05% 12/4/17 (b) 1,340,000 1,388,937 
BB&T Corp. 1.7103% 6/15/18 (a) 6,575,000 6,611,268 
BNP Paribas 2.375% 9/14/17 4,064,000 4,091,107 
BNP Paribas SA:   
1.3366% 3/17/17 (a) 5,000,000 5,003,575 
1.4354% 12/12/16 (a) 6,623,000 6,624,490 
BPCE SA:   
1.625% 2/10/17 310,000 310,120 
1.7323% 2/10/17 (a) 2,000,000 2,002,860 
2.5% 12/10/18 2,130,000 2,150,910 
Canadian Imperial Bank of Commerce 1.3534% 9/6/19 (a) 10,000,000 10,005,460 
Capital One NA:   
1.5609% 2/5/18 (a) 5,000,000 5,010,720 
1.6172% 9/13/19 (a) 10,000,000 10,032,410 
1.85% 9/13/19 1,525,000 1,507,563 
Citigroup, Inc.:   
1.55% 8/14/17 1,300,000 1,300,300 
1.5757% 4/27/18 (a) 5,000,000 5,013,135 
1.6301% 11/24/17 (a) 15,000,000 15,036,990 
1.6934% 12/7/18 (a) 10,000,000 10,045,170 
1.7% 4/27/18 1,065,000 1,062,491 
1.7634% 6/7/19 (a) 5,000,000 5,043,050 
1.8% 2/5/18 1,205,000 1,204,694 
1.85% 11/24/17 870,000 872,445 
2.05% 6/7/19 510,000 508,785 
Citizens Bank NA:   
2.45% 12/4/19 260,000 261,265 
2.55% 5/13/21 520,000 517,131 
Commonwealth Bank of Australia:   
1.5209% 11/7/19 (a)(b) 10,000,000 10,012,630 
1.6743% 11/2/18 (a)(b) 10,000,000 10,065,420 
1.75% 11/2/18 2,126,000 2,128,120 
Credit Suisse New York Branch:   
1.375% 5/26/17 665,000 664,881 
1.4271% 5/26/17 (a) 15,000,000 15,006,495 
Discover Bank:   
2% 2/21/18 340,000 340,105 
7% 4/15/20 1,360,000 1,513,830 
Fifth Third Bank:   
1.4429% 9/27/19 (a) 5,000,000 5,001,365 
1.8212% 8/20/18 (a) 5,000,000 5,033,850 
HSBC Bank PLC 1.5457% 5/15/18 (a)(b) 1,365,000 1,365,800 
HSBC U.S.A., Inc.:   
1.2421% 11/13/17 (a) 5,000,000 5,000,250 
1.2851% 3/3/17 (a) 5,000,000 5,001,445 
1.625% 1/16/18 1,260,000 1,258,808 
Huntington National Bank 2.2% 11/6/18 770,000 772,471 
ING Bank NV:   
1.5356% 10/1/19 (a)(b) 5,000,000 5,015,025 
3.75% 3/7/17 (b) 8,430,000 8,483,952 
JP Morgan Chase Bank NA 1.3133% 9/21/18 (a) 10,000,000 10,013,820 
JPMorgan Chase & Co.:   
1.7818% 1/25/18 (a) 19,350,000 19,481,251 
2% 8/15/17 2,510,000 2,521,277 
2.1118% 10/24/23 (a) 2,055,000 2,068,193 
Manufacturers & Traders Trust Co. 1.1818% 7/25/17 (a) 10,000,000 10,007,790 
Mizuho Bank Ltd.:   
1.3067% 9/25/17 (a)(b) 7,000,000 6,995,520 
1.7% 9/25/17 (b) 950,000 950,409 
2.0712% 10/20/18 (a)(b) 5,000,000 5,026,620 
2.15% 10/20/18 (b) 690,000 690,867 
MUFG Americas Holdings Corp. 1.4568% 2/9/18 (a) 9,000,000 8,972,874 
National Bank of Canada 1.45% 11/7/17 2,090,000 2,090,146 
Nordea Bank AB 1.6966% 9/17/18 (a)(b) 14,000,000 14,095,452 
PNC Bank NA:   
1.1859% 8/1/17 (a) 19,700,000 19,704,511 
1.8% 11/5/18 1,300,000 1,301,738 
Royal Bank of Canada:   
1.1409% 2/3/17 (a) 10,000,000 10,004,560 
1.5% 6/7/18 5,000,000 4,984,830 
Royal Bank of Scotland Group PLC 1.7777% 3/31/17 (a) 8,200,000 8,195,916 
Santander UK Group Holdings PLC 2.875% 10/16/20 820,000 809,238 
Skandinaviska Enskilda Banken AB 1.5% 9/13/19 1,480,000 1,455,306 
Sovereign Bank 2% 1/12/18 695,000 693,003 
Standard Chartered PLC:   
1.5% 9/8/17 (b) 1,390,000 1,384,270 
2.1% 8/19/19 (b) 390,000 385,450 
Sumitomo Mitsui Banking Corp.:   
1.1961% 7/11/17 (a) 5,000,000 4,998,500 
1.3061% 1/10/17 (a) 7,000,000 7,003,185 
1.46% 1/16/18 (a) 5,000,000 5,000,345 
1.762% 10/19/18 435,000 433,318 
Sumitomo Mitsui Trust Bank Ltd. 1.8% 3/28/18 (b) 1,815,000 1,808,179 
SunTrust Banks, Inc. 2.35% 11/1/18 645,000 651,087 
Svenska Handelsbanken AB 1.3251% 9/6/19 (a) 5,000,000 5,001,740 
Swedbank AB 1.75% 3/12/18 (b) 2,835,000 2,833,996 
The Toronto-Dominion Bank:   
1.1243% 1/6/17 (a) 5,000,000 5,001,865 
1.4373% 4/30/18 (a) 1,260,000 1,264,487 
1.5521% 8/13/19 (a) 10,000,000 10,040,510 
U.S. Bancorp 1.3957% 11/15/18 (a) 6,505,000 6,525,354 
U.S. Bank NA 1.1837% 1/26/18 (a) 10,000,000 10,003,080 
Wells Fargo & Co. 1.1007% 9/8/17 (a) 1,349,000 1,349,387 
Wells Fargo Bank NA 1.3834% 9/7/17 (a) 11,000,000 11,028,050 
Westpac Banking Corp.:   
1.2121% 12/1/17 (a) 5,000,000 5,003,570 
1.6598% 11/23/18 (a) 5,000,000 5,027,125 
  487,725,674 
Capital Markets - 1.4%   
Deutsche Bank AG London Branch:   
1.4051% 5/30/17 (a) 5,000,000 4,975,870 
1.5121% 2/13/17 (a) 14,490,000 14,472,670 
2.7923% 5/10/19 (a) 10,000,000 9,943,000 
Goldman Sachs Group, Inc.:   
1.5862% 5/22/17 (a) 10,000,000 10,018,460 
1.6503% 12/15/17 (a) 10,000,000 10,037,850 
1.9218% 4/25/19 (a) 3,866,000 3,893,642 
2.75% 9/15/20 220,000 220,925 
2.9% 7/19/18 775,000 786,483 
5.95% 1/18/18 1,355,000 1,415,816 
6.15% 4/1/18 3,050,000 3,217,585 
Legg Mason, Inc. 2.7% 7/15/19 185,000 186,233 
Merrill Lynch & Co., Inc.:   
6.4% 8/28/17 1,485,000 1,537,079 
6.875% 4/25/18 1,465,000 1,563,019 
Morgan Stanley:   
1.5979% 1/5/18 (a) 5,000,000 5,019,135 
1.7318% 1/24/19 (a) 3,265,000 3,284,642 
2.125% 4/25/18 500,000 501,563 
2.1618% 4/25/18 (a) 1,565,000 1,584,946 
2.2609% 2/1/19 (a) 20,000,000 20,315,240 
6.625% 4/1/18 490,000 519,960 
S&P Global, Inc. 2.5% 8/15/18 230,000 232,000 
Thomson Reuters Corp.:   
1.3% 2/23/17 710,000 710,192 
1.65% 9/29/17 16,000,000 16,019,104 
UBS AG Stamford Branch 1.5567% 3/26/18 (a) 10,000,000 10,036,000 
UBS Group Funding Ltd. 3% 4/15/21 (b) 1,495,000 1,493,585 
  121,984,999 
Consumer Finance - 0.8%   
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust 3.95% 2/1/22 1,070,000 1,083,375 
American Express Co. 1.5062% 5/22/18 (a) 1,975,000 1,981,622 
Caterpillar Financial Services Corp. 1.5% 2/23/18 5,000,000 5,000,740 
Discover Financial Services 6.45% 6/12/17 1,635,000 1,674,592 
Ford Motor Credit Co. LLC:   
1.4829% 3/27/17 (a) 5,000,000 5,003,780 
1.684% 9/8/17 2,865,000 2,865,378 
1.7503% 6/15/18 (a) 15,000,000 15,054,300 
2.021% 5/3/19 570,000 563,027 
2.375% 1/16/18 245,000 246,072 
3% 6/12/17 230,000 231,708 
Hyundai Capital America:   
1.45% 2/6/17(b) 975,000 975,280 
1.75% 9/27/19 (b) 45,000 44,233 
2% 7/1/19 (b) 480,000 475,846 
2.4% 10/30/18(b) 850,000 853,575 
2.5% 3/18/19 (b) 1,455,000 1,461,063 
Synchrony Financial 1.875% 8/15/17 7,954,000 7,965,263 
Toyota Motor Credit Corp.:   
1.2443% 4/6/18 (a) 5,000,000 5,012,215 
1.7312% 2/19/19 (a) 15,000,000 15,146,460 
  65,638,529 
Diversified Financial Services - 0.3%   
AerCap Aviation Solutions BV 6.375% 5/30/17 440,000 449,530 
Berkshire Hathaway Finance Corp.:   
1.1739% 1/12/18 (a) 5,000,000 5,013,500 
1.5403% 3/15/19 (a) 10,000,000 10,127,060 
1.7% 3/15/19 1,570,000 1,569,154 
Nationwide Building Society 2.35% 1/21/20 (b) 755,000 753,223 
NYSE Euronext 2% 10/5/17 10,000,000 10,073,569 
  27,986,036 
Insurance - 0.9%   
ACE INA Holdings, Inc.:   
2.3% 11/3/20 970,000 968,412 
5.8% 3/15/18 1,000,000 1,053,757 
AFLAC, Inc. 2.65% 2/15/17 215,000 215,603 
AIA Group Ltd. 2.25% 3/11/19 (b) 336,000 337,454 
Aon PLC 2.8% 3/15/21 1,320,000 1,323,423 
CNA Financial Corp. 6.95% 1/15/18 290,000 305,208 
FNF Group 6.6% 5/15/17 2,380,000 2,427,105 
Marsh & McLennan Companies, Inc. 2.55% 10/15/18 575,000 581,145 
MassMutual Global Funding II 1.55% 10/11/19 (b) 1,476,000 1,460,101 
Metropolitan Life Global Funding I:   
1.1903% 9/14/18 (a)(b) 15,000,000 15,006,810 
1.2561% 4/10/17 (a)(b) 2,000,000 2,002,510 
1.3% 4/10/17 (b) 1,240,000 1,240,702 
1.5% 1/10/18 (b) 1,375,000 1,375,817 
New York Life Global Funding:   
1.2643% 4/6/18 (a)(b) 5,000,000 5,015,375 
1.2718% 10/24/19 (a)(b) 10,000,000 10,017,610 
1.55% 11/2/18 (b) 2,430,000 2,423,492 
Principal Financial Group, Inc. 1.5% 4/18/19 (b) 550,000 543,011 
Principal Life Global Funding II:   
1.2112% 5/21/18 (a)(b) 5,000,000 4,998,520 
1.3421% 12/1/17 (a)(b) 10,000,000 10,040,370 
1.5% 9/11/17 (b) 1,195,000 1,197,857 
2.2% 4/8/20 (b) 1,000,000 994,078 
Prudential Financial, Inc. 1.6857% 8/15/18 (a) 12,689,000 12,666,947 
Reinsurance Group of America, Inc. 6.45% 11/15/19 255,000 283,610 
Trinity Acquisition PLC 3.5% 9/15/21 335,000 338,753 
Xlit Ltd. 2.3% 12/15/18 695,000 699,803 
  77,517,473 
Thrifts & Mortgage Finance - 0.0%   
Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. 6.113% 1/15/40 (b) 505,000 554,440 
TOTAL FINANCIALS  781,407,151 
HEALTH CARE - 1.0%   
Biotechnology - 0.2%   
AbbVie, Inc.:   
1.8% 5/14/18 3,100,000 3,098,059 
2.3% 5/14/21 850,000 832,797 
Amgen, Inc. 1.2962% 5/22/17 (a) 13,000,000 13,013,910 
Baxalta, Inc.:   
1.6459% 6/22/18 (a) 515,000 515,198 
2% 6/22/18 175,000 174,983 
Biogen, Inc. 2.9% 9/15/20 510,000 516,567 
Celgene Corp.:   
1.9% 8/15/17 275,000 275,911 
2.125% 8/15/18 640,000 642,829 
2.3% 8/15/18 1,310,000 1,319,339 
  20,389,593 
Health Care Equipment & Supplies - 0.1%   
Abbott Laboratories:   
2.35% 11/22/19 2,480,000 2,481,161 
2.9% 11/30/21 1,075,000 1,068,352 
  3,549,513 
Health Care Providers & Services - 0.4%   
Aetna, Inc.:   
1.4907% 12/8/17 (a) 10,000,000 10,037,690 
1.5% 11/15/17 590,000 590,074 
1.9% 6/7/19 1,990,000 1,980,502 
Catholic Health Initiatives:   
1.6% 11/1/17 140,000 140,037 
2.6% 8/1/18 745,000 752,118 
Express Scripts Holding Co.:   
1.25% 6/2/17 700,000 699,834 
2.25% 6/15/19 160,000 160,146 
3.3% 2/25/21 150,000 153,298 
Humana, Inc. 2.625% 10/1/19 415,000 417,944 
McKesson Corp. 1.292% 3/10/17 840,000 840,053 
Medco Health Solutions, Inc. 4.125% 9/15/20 710,000 746,291 
UnitedHealth Group, Inc. 1.33% 1/17/17 (a) 15,000,000 15,010,440 
WellPoint, Inc. 2.3% 7/15/18 995,000 1,000,328 
  32,528,755 
Life Sciences Tools & Services - 0.0%   
Agilent Technologies, Inc. 6.5% 11/1/17 209,000 218,049 
Pharmaceuticals - 0.3%   
Actavis Funding SCS:   
1.85% 3/1/17 675,000 675,945 
1.9254% 3/12/18 (a) 5,356,000 5,401,280 
2.35% 3/12/18 1,410,000 1,418,382 
Perrigo Co. PLC:   
2.3% 11/8/18 965,000 965,976 
3.5% 3/15/21 200,000 202,367 
Shire Acquisitions Investments Ireland DAC 1.9% 9/23/19 2,180,000 2,150,856 
Teva Pharmaceutical Finance Netherlands III BV:   
1.4% 7/20/18 11,450,000 11,337,756 
1.7% 7/19/19 1,215,000 1,191,983 
2.2% 7/21/21 595,000 571,177 
Watson Pharmaceuticals, Inc. 1.875% 10/1/17 1,185,000 1,187,191 
  25,102,913 
TOTAL HEALTH CARE  81,788,823 
INDUSTRIALS - 0.5%   
Airlines - 0.0%   
Southwest Airlines Co.:   
2.75% 11/6/19 640,000 651,085 
5.125% 3/1/17 385,000 388,749 
5.75% 12/15/16 485,000 484,102 
  1,523,936 
Electrical Equipment - 0.0%   
Fortive Corp. 1.8% 6/15/19 (b) 145,000 143,766 
Industrial Conglomerates - 0.2%   
Honeywell International, Inc. 1.1673% 10/30/19 (a) 15,000,000 15,004,350 
Hutchison Whampoa International Ltd. 1.625% 10/31/17 (b) 2,660,000 2,655,989 
Roper Technologies, Inc.:   
1.85% 11/15/17 230,000 230,771 
2.05% 10/1/18 1,775,000 1,783,408 
3% 12/15/20 195,000 197,158 
  19,871,676 
Machinery - 0.1%   
John Deere Capital Corp. 1.4416% 1/8/19 (a) 5,000,000 5,033,540 
Stanley Black & Decker, Inc.:   
1.622% 11/17/18 80,000 79,585 
2.451% 11/17/18 2,660,000 2,689,295 
  7,802,420 
Professional Services - 0.0%   
Experian Finance PLC 2.375% 6/15/17 (b) 640,000 642,467 
Road & Rail - 0.1%   
Burlington Northern Santa Fe Corp. 5.65% 5/1/17 2,738,000 2,788,938 
J.B. Hunt Transport Services, Inc. 2.4% 3/15/19 235,000 235,715 
Kansas City Southern 2.35% 5/15/20 1,140,000 1,127,566 
Penske Truck Leasing Co. LP:   
2.5% 6/15/19 (b) 615,000 616,867 
2.875% 7/17/18 (b) 935,000 946,950 
3.375% 3/15/18 (b) 1,200,000 1,222,510 
3.75% 5/11/17 (b) 300,000 302,846 
  7,241,392 
Trading Companies & Distributors - 0.1%   
Air Lease Corp.:   
2.125% 1/15/18 290,000 290,585 
2.125% 1/15/20 1,285,000 1,264,381 
GATX Corp.:   
1.25% 3/4/17 1,135,000 1,135,018 
2.375% 7/30/18 255,000 256,354 
2.6% 3/30/20 865,000 855,749 
  3,802,087 
Transportation Infrastructure - 0.0%   
HPHT Finance 15 Ltd. 2.25% 3/17/18 (b) 981,000 980,951 
TOTAL INDUSTRIALS  42,008,695 
INFORMATION TECHNOLOGY - 0.6%   
Communications Equipment - 0.2%   
Cisco Systems, Inc. 1.1603% 6/15/18 (a) 15,000,000 15,038,235 
Harris Corp. 1.999% 4/27/18 1,665,000 1,667,954 
  16,706,189 
Electronic Equipment & Components - 0.0%   
Anstock II Ltd. 2.125% 7/24/17 (Reg. S) 1,380,000 1,378,162 
Keysight Technologies, Inc. 3.3% 10/30/19 2,200,000 2,232,525 
  3,610,687 
Internet Software & Services - 0.0%   
Alibaba Group Holding Ltd. 2.5% 11/28/19 1,965,000 1,978,050 
Baidu.com, Inc. 2.75% 6/9/19 1,330,000 1,343,420 
Tencent Holdings Ltd.:   
2% 5/2/17 (b) 715,000 715,601 
2.875% 2/11/20 (b) 390,000 391,609 
  4,428,680 
IT Services - 0.0%   
Fidelity National Information Services, Inc.:   
1.45% 6/5/17 380,000 380,300 
2.25% 8/15/21 1,080,000 1,052,188 
Xerox Corp. 2.95% 3/15/17 200,000 200,743 
  1,633,231 
Software - 0.1%   
Oracle Corp. 1.0679% 7/7/17 (a) 5,000,000 5,006,445 
Technology Hardware, Storage & Peripherals - 0.3%   
Apple, Inc.:   
1.0157% 8/2/19 (a) 10,000,000 9,993,800 
1.7% 2/22/19 665,000 666,619 
Hewlett Packard Enterprise Co.:   
2.45% 10/5/17 (b) 2,720,000 2,749,243 
2.5979% 10/5/17 (a)(b) 11,000,000 11,123,398 
  24,533,060 
TOTAL INFORMATION TECHNOLOGY  55,918,292 
MATERIALS - 0.1%   
Chemicals - 0.1%   
Air Liquide Finance 1.375% 9/27/19 (b) 1,470,000 1,448,895 
Eastman Chemical Co. 2.4% 6/1/17 355,000 357,497 
Solvay Finance America LLC 3.4% 12/3/20 (b) 950,000 969,062 
  2,775,454 
Construction Materials - 0.0%   
Martin Marietta Materials, Inc. 1.9377% 6/30/17 (a) 1,040,000 1,041,941 
Metals & Mining - 0.0%   
Goldcorp, Inc. 2.125% 3/15/18 2,477,000 2,477,372 
TOTAL MATERIALS  6,294,767 
REAL ESTATE - 0.1%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Campus Communities Operating Partnership LP 3.35% 10/1/20 865,000 880,293 
Crown Castle International Corp.:   
2.25% 9/1/21 1,195,000 1,152,782 
3.4% 2/15/21 860,000 874,861 
Kimco Realty Corp. 6.875% 10/1/19 200,000 225,028 
Simon Property Group LP:   
2.15% 9/15/17 2,000,000 2,009,700 
2.35% 1/30/22 650,000 641,470 
  5,784,134 
Real Estate Management & Development - 0.0%   
Ventas Realty LP 1.25% 4/17/17 280,000 279,881 
Ventas Realty LP/Ventas Capital Corp.:   
2% 2/15/18 410,000 410,868 
4% 4/30/19 115,000 119,459 
WEA Finance LLC/Westfield UK & Europe Finance PLC:   
1.75% 9/15/17 (b) 760,000 762,111 
2.7% 9/17/19 (b) 930,000 940,588 
3.25% 10/5/20 (b) 235,000 239,122 
  2,752,029 
TOTAL REAL ESTATE  8,536,163 
TELECOMMUNICATION SERVICES - 0.5%   
Diversified Telecommunication Services - 0.5%   
AT&T, Inc.:   
1.8471% 11/27/18 (a) 9,254,000 9,322,896 
2.3% 3/11/19 690,000 691,468 
2.45% 6/30/20 715,000 707,771 
BellSouth Corp. 4.4% 4/26/17 (a)(b) 10,000,000 10,111,930 
SBA Tower Trust:   
2.24% 4/16/18 (b) 820,000 821,626 
2.877% 7/15/46 (b) 370,000 367,979 
2.933% 12/15/17 (b) 2,205,000 2,207,482 
3.156% 10/15/45 (b) 265,000 271,095 
3.598% 4/16/18 (b) 635,000 637,224 
Verizon Communications, Inc.:   
1.2336% 6/9/17 (a) 20,000,000 20,024,140 
2.625% 2/21/20 1,016,000 1,022,808 
  46,186,419 
UTILITIES - 0.7%   
Electric Utilities - 0.4%   
Duke Energy Corp.:   
1.2256% 4/3/17 (a) 6,874,000 6,881,768 
1.625% 8/15/17 495,000 495,481 
EDF SA 1.15% 1/20/17 (b) 1,350,000 1,350,135 
EDP Finance BV 6% 2/2/18 (b) 310,000 321,340 
Exelon Corp. 1.55% 6/9/17 745,000 745,110 
Georgia Power Co. 1.95% 12/1/18 460,000 462,621 
Monongahela Power Co. 5.7% 3/15/17 (b) 145,000 146,718 
NextEra Energy Capital Holdings, Inc.:   
1.586% 6/1/17 2,902,000 2,905,610 
1.649% 9/1/18 1,025,000 1,023,033 
2.056% 9/1/17 300,000 301,341 
2.3% 4/1/19 375,000 377,780 
Pacific Gas & Electric Co. 0% 11/30/17 (a) 2,861,000 2,860,780 
PPL Capital Funding, Inc. 1.9% 6/1/18 865,000 864,414 
Southern Co.:   
1.55% 7/1/18 10,365,000 10,329,261 
1.85% 7/1/19 1,295,000 1,290,161 
2.35% 7/1/21 280,000 275,328 
TECO Finance, Inc. 1.4761% 4/10/18 (a) 7,805,000 7,788,969 
  38,419,850 
Independent Power and Renewable Electricity Producers - 0.1%   
Exelon Generation Co. LLC 2.95% 1/15/20 455,000 460,847 
Kinder Morgan Finance Co. LLC 6% 1/15/18 (b) 570,000 593,232 
Southern Power Co. 1.85% 12/1/17 10,974,000 11,010,214 
  12,064,293 
Multi-Utilities - 0.2%   
CMS Energy Corp. 6.55% 7/17/17 1,370,000 1,413,078 
Dominion Resources, Inc.:   
1.5% 9/30/18 (b) 700,000 694,436 
2.125% 2/15/18 (b) 1,450,000 1,456,343 
2.962% 7/1/19 330,000 334,367 
NiSource Finance Corp.:   
6.4% 3/15/18 837,000 883,772 
6.8% 1/15/19 1,115,000 1,221,489 
San Diego Gas & Electric Co. 1.914% 2/1/22 377,144 372,550 
Sempra Energy:   
1.625% 10/7/19 1,755,000 1,730,646 
2.3% 4/1/17 3,000,000 3,007,473 
Zhejiang Energy Group Hong Kong Ltd. 2.3% 9/30/17 (Reg. S) 2,330,000 2,328,835 
  13,442,989 
TOTAL UTILITIES  63,927,132 
TOTAL NONCONVERTIBLE BONDS   
(Cost $1,436,400,325)  1,440,376,806 
U.S. Government and Government Agency Obligations - 0.6%   
U.S. Government Agency Obligations - 0.1%   
Federal Home Loan Bank 0.875% 6/29/18 4,545,000 4,529,942 
Freddie Mac 0.75% 4/9/18 4,455,000 4,437,046 
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS  8,966,988 
U.S. Treasury Obligations - 0.5%   
U.S. Treasury Notes:   
0.75% 10/31/18 $5,250,000 $5,212,678 
0.75% 8/15/19 3,650,000 3,593,111 
1% 11/15/19 10,410,000 10,289,640 
1.625% 11/30/20 22,440,000 22,356,725 
1.75% 11/30/21 2,965,000 2,951,219 
TOTAL U.S. TREASURY OBLIGATIONS  44,403,373 
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $53,867,482)  53,370,361 
U.S. Government Agency - Mortgage Securities - 0.7%   
Fannie Mae - 0.5%   
2.351% 10/1/33 (a) 66,333 68,116 
2.399% 5/1/38 (a) 209,656 220,873 
2.412% 5/1/38 (a) 70,053 73,938 
2.455% 4/1/38 (a) 28,420 30,040 
2.463% 5/1/38 (a) 89,848 94,926 
2.5% 12/1/35 (a) 14,553 15,212 
2.755% 7/1/35 (a) 24,369 25,406 
2.876% 8/1/37 (a) 24,982 26,235 
2.915% 12/1/36 (a) 29,286 31,209 
3% 11/1/29 to 9/1/30 4,768,559 4,915,195 
3.102% 8/1/38 (a) 18,839 20,035 
3.5% 12/1/25 to 4/1/46 9,590,873 9,912,942 
4% 2/1/25 to 12/1/45 11,244,570 11,865,258 
4.5% 5/1/19 to 1/1/45 6,627,178 7,104,455 
5% 11/1/18 to 6/1/39 3,206,053 3,517,020 
5.5% 4/1/18 to 5/1/40 5,105,081 5,693,037 
6% 1/1/22 to 1/1/41 1,547,151 1,729,508 
6.5% 7/1/32 to 12/1/32 194,257 222,940 
TOTAL FANNIE MAE  45,566,345 
FHLMC Structured Agency Credit Risk Debt Notes - 0.0%   
3.442% 4/25/28 (a) 425,000 434,090 
Freddie Mac - 0.1%   
1.684% 5/25/28 (a) 106,494 106,524 
2.358% 2/1/37 (a) 20,271 21,314 
2.685% 2/1/37 (a) 29,335 30,951 
2.701% 2/1/38 (a) 85,032 90,617 
2.722% 11/1/34 (a) 22,733 24,079 
2.734% 7/1/38 (a) 44,811 46,924 
2.786% 6/1/38 (a) 51,640 54,083 
2.809% 5/1/38 (a) 34,788 36,625 
2.841% 9/1/35 (a) 16,691 17,412 
2.848% 5/1/37 (a) 22,563 23,747 
2.959% 10/1/36 (a) 155,291 164,370 
2.97% 7/1/35 (a) 30,966 32,733 
3.09% 2/1/37 (a) 45,559 48,551 
3.5% 3/1/46 2,190,083 2,260,919 
4% 9/1/44 307,638 323,958 
4.5% 10/1/19 46,032 47,469 
5% 10/1/18 to 12/1/23 522,869 556,917 
5.5% 11/1/21 to 10/1/38 111,923 120,002 
5.759% 12/1/36 (a) 8,881 9,261 
6% 5/1/17 to 1/1/38 330,852 372,412 
6.058% 11/1/36 (a) 5,213 5,479 
TOTAL FREDDIE MAC  4,394,347 
Ginnie Mae - 0.1%   
3.5% 3/20/43 to 4/20/43 1,566,510 1,634,313 
4% 1/20/45 to 12/20/45 1,855,258 1,965,212 
4.5% 9/20/40 258,673 280,307 
5% 12/20/34 to 3/20/41 986,598 1,094,511 
6% 7/15/36 428,550 496,309 
TOTAL GINNIE MAE  5,470,652 
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES   
(Cost $56,019,339)  55,865,434 
Asset-Backed Securities - 6.2%   
Ally Auto Receivables Trust Series 2015-1 Class A4, 1.75% 5/15/20 $340,000 $341,787 
Ally Master Owner Trust:   
Series 2012-5 Class A, 1.54% 9/15/19 14,955,000 14,984,093 
Series 2015-3 Class A, 1.63% 5/15/20 2,645,000 2,646,720 
American Express Credit Account Master Trust:   
Series 2012-1 Class A, 0.8082% 1/15/20 (a) 10,409,000 10,417,569 
Series 2013-1 Class A, 0.9582% 2/16/21 (a) 570,000 572,166 
Series 2014-2 Class A, 1.26% 1/15/20 800,000 800,797 
Series 2015-1 Class A, 0.8246% 1/15/20 (a) 5,000,000 5,004,466 
AmeriCredit Automobile Receivables Trust:   
Series 2013-5 Class B, 1.52% 1/8/19 271,956 272,182 
Series 2014-2 Class B, 1.6% 7/8/19 345,000 345,445 
Series 2014-3 Class C, 2.58% 9/8/20 1,190,000 1,206,260 
Series 2014-4 Class C, 2.47% 11/9/20 505,000 510,469 
Series 2015-1 Class A3, 1.26% 11/8/19 1,200,445 1,200,254 
Series 2015-2:   
Class A2A, 0.83% 9/10/18 253,034 253,013 
Class A3, 1.27% 1/8/20 890,000 889,986 
Americredit Automobile Receivables Trust Series 2015-4 Class A3, 1.7% 7/8/20 515,000 516,742 
AmeriCredit Automobile Receivables Trust:   
Series 2016-1:   
Class A2A, 1.69% 6/10/19 3,340,655 3,344,058 
Class A3, 2.14% 10/8/20 175,000 175,556 
Series 2016-2 Class A2A, 1.42% 10/8/19 1,816,331 1,818,066 
Series 2016-4 Class A3, 1.53% 7/8/21 1,095,000 1,089,911 
ARI Fleet Lease Trust Series 2014-A Class A2, 0.81% 11/15/22 (b) 105,793 105,665 
Ari Fleet Lease Trust Series 2015-A:   
Class A2, 1.11% 11/15/18 (b) 563,782 562,734 
Class A3, 1.67% 9/15/23 (b) 1,150,000 1,147,291 
ARI Fleet Lease Trust Series 2016-A Class A2, 1.82% 7/15/24 (b) 1,355,000 1,355,293 
Ascentium Equipment Receivables LLC:   
Series 2015-2A Class A3, 1.93% 3/11/19 (b) 1,555,000 1,560,333 
Series 2016-1A Class A2, 1.75% 11/13/18 (b) 350,000 350,935 
Series 2016-2A Class A2, 1.77% 4/10/19 (b) 340,000 339,452 
Bank of America Credit Card Master Trust:   
Series 2014-A3 Class A, 0.8246% 1/15/20 (a) 10,000,000 10,010,667 
Series 2015-A1 Class A, 0.8646% 6/15/20 (a) 5,000,000 5,009,237 
Series 2016-A1 Class A, 0.9246% 10/15/21 (a) 4,970,000 4,985,532 
BankBoston Home Equity Loan Trust Series 1998-2 Class A6, 6.64% 12/25/28 (MBIA Insured) 33,540 33,496 
BMW Vehicle Lease Trust:   
Series 2015-2 Class A2B, 1.0557% 1/22/18 (a) 3,806,934 3,810,558 
Series 2016-1 Class A2B, 1.0257% 1/22/18 (a) 4,341,701 4,347,699 
Series 2016-2:   
Class A2, 1.25% 1/22/19 3,638,000 3,639,978 
Class A3, 1.43% 9/20/19 495,000 493,798 
BMW Vehicle Owner Trust Series 2014-A Class A4, 1.5% 2/25/21 325,000 325,893 
Capital Auto Receivables Asset Trust:   
Series 2013-4 Class D, 3.22% 5/20/19 385,000 390,391 
Series 2014-1 Class A3, 1.32% 6/20/18 96,762 96,774 
Series 2014-2 Class A3, 1.26% 5/21/18 275,185 275,228 
Series 2014-3 Class A3, 1.48% 11/20/18 604,038 604,514 
Series 2015-2:   
Class A1A, 0.99% 10/20/17 802,141 802,292 
Class A2, 1.39% 9/20/18 215,000 215,121 
Class A3, 1.73% 9/20/19 450,000 451,363 
Series 2015-4 Class A2, 1.62% 3/20/19 815,000 816,471 
Series 2016-1 Class A3, 1.71% 4/20/20 550,000 550,838 
Series 2016-2 Class A4, 1.63% 1/20/21 385,000 381,740 
Series 2016-3 Class A3, 1.54% 8/20/20 470,000 468,975 
Capital One Multi-Asset Execution Trust:   
Series 2007-A5 Class A5, 0.5782% 7/15/20 (a) 7,975,000 7,966,279 
Series 2014-A3 Class A3, 0.9146% 1/18/22 (a) 4,000,000 4,008,351 
Series 2015-A6 Class A6, 0.9082% 6/15/20 (a) 10,000,000 10,012,114 
Series 2016-A1 Class A1, 0.9882% 2/15/22 (a) 10,000,000 10,041,268 
Carmax Auto Owner Trust:   
Series 2014-1:   
Class B, 1.69% 8/15/19 100,000 100,330 
Class C, 1.93% 11/15/19 145,000 145,895 
Series 2015-1 Class A3, 1.38% 11/15/19 569,610 570,103 
Series 2015-2:   
Class A2A, 0.82% 6/15/18 725,161 724,953 
Class A3, 1.37% 3/16/20 775,000 775,332 
CarMax Auto Owner Trust:   
Series 2016-1 Class A3, 2.01% 11/16/20 1,140,000 1,140,944 
Series 2016-2 Class A3, 1.52% 2/16/21 720,000 720,252 
Series 2016-4:   
Class A2, 1.21% 11/15/19 8,500,000 8,489,350 
Class A3, 1.4% 8/15/21 1,145,000 1,135,771 
CCG Receivables Trust:   
Series 2014-1 Class A2, 1.06% 11/15/21 (b) 140,987 140,749 
Series 2015-1 Class A2, 1.46% 11/14/18 (b) 589,896 589,981 
Series 2016-1 Class A2, 1.69% 9/14/22 (b) 435,000 434,962 
Chase Issuance Trust:   
Series 2007-A12 Class A12, 0.5882% 8/15/19 (a) 5,000,000 4,995,403 
Series 2013-A3 Class A3, 0.8182% 4/15/20 (a) 3,153,000 3,155,621 
Series 2014-A5 Class A5, 0.9082% 4/15/21 (a) 10,000,000 10,041,433 
Series 2016-A1 Class A, 0.9446% 5/17/21 (a) 10,000,000 10,040,340 
Series 2016-A2 Class A, 1.37% 6/15/21 2,770,000 2,749,288 
Series 2016-A6 Class A6, 1.09% 1/15/20 5,000,000 4,991,168 
Series 2016-A7 Class A7, 1.06% 9/16/19 20,000,000 19,990,672 
Chrysler Capital Auto Receivables Trust:   
Series 2014-B Class D, 3.44% 8/16/21 (b) 605,000 614,101 
Series 2015-AA Class A3, 1.22% 7/15/19 (b) 2,013,674 2,014,193 
Series 2015-BA Class A2, 1.46% 12/17/18 (b) 1,916,225 1,917,563 
Series 2016-BA:   
Class A2, 1.6% 1/15/20 (b) 3,301,000 3,297,385 
Class A3, 1.64% 7/15/21 (b) 280,000 278,457 
Citibank Credit Card Issuance Trust Series 2014-A6 Class A6, 2.15% 7/15/21 2,105,000 2,133,702 
CNH Equipment Trust:   
Series 2014-C Class A3, 1.05% 11/15/19 506,727 506,229 
Series 2015-B Class A3, 1.37% 7/15/20 1,320,000 1,319,686 
Series 2015-C:   
Class A2A, 1.1% 12/17/18 2,270,241 2,270,020 
Class A3, 1.66% 11/16/20 1,030,000 1,033,025 
Class B, 2.4% 2/15/23 1,265,000 1,274,705 
Series 2016-A Class A3, 1.48% 4/15/21 805,000 802,528 
Series 2016-C Class A3, 1.44% 12/15/21 670,000 665,211 
DB Master Finance LLC Series 2015-1A Class A21, 3.262% 2/20/45 (b) 1,493,400 1,492,670 
Dell Equipment Finance Trust:   
Series 2015-1 Class A2, 1.01% 7/24/17 (b) 442,742 442,673 
Series 2015-2 Class A2A, 1.42% 12/22/17 (b) 1,783,271 1,784,333 
Diamond Resorts Owner Trust:   
Series 2013-2 Class A, 2.27% 5/20/26 (b) 125,527 125,062 
Series 2014-1 Class A, 2.54% 5/20/27 (b) 333,156 331,310 
Series 2015-1 Class A, 2.73% 7/20/27 (b) 285,645 284,754 
Series 2015-2 Class A, 2.99% 5/22/28 (b) 339,616 338,371 
Discover Card Master Trust:   
Series 2012-A6 Class A6, 1.67% 1/18/22 2,805,000 2,802,183 
Series 2014-A1 Class A1, 0.9646% 7/15/21 (a) 3,905,000 3,919,161 
Series 2014-A5 Class A, 1.39% 4/15/20 1,410,000 1,412,184 
Series 2015-A1 Class A1, 0.8846% 8/17/20 (a) 7,500,000 7,510,988 
Series 2015-A3 Class A, 1.45% 3/15/21 265,000 265,107 
Series 2016-A1 Class A1, 1.64% 7/15/21 2,815,000 2,819,778 
Series 2016-A2 Class A2, 1.0746% 9/15/21 (a) 10,000,000 10,061,866 
Series 2016-A4 Class A4, 1.39% 3/15/22 2,770,000 2,751,078 
Dominos Pizza Master Issuer LLC Series 2012-1A Class A2, 5.216% 1/25/42 (b) 989,400 1,004,370 
Elara HGV Timeshare Issuer Trust Series 2014-A Class A, 2.53% 2/25/27 (b) 223,460 223,330 
Enterprise Fleet Financing LLC:   
Series 2014-1 Class A2, 0.87% 9/20/19 (b) 505,925 505,647 
Series 2014-2 Class A2, 1.05% 3/20/20 (b) 836,286 835,103 
Series 2015-1 Class A2, 1.3% 9/20/20 (b) 558,679 558,275 
Series 2015-2 Class A2, 1.59% 2/22/21 (b) 953,047 954,030 
Series 2016-1 Class A2, 1.83% 9/20/21 (b) 2,570,000 2,572,181 
Series 2016-2 Class A2, 1.74% 2/22/22 (b) 580,000 579,849 
Ford Credit Auto Lease Trust:   
Series 2014-B Class A4, 1.1% 11/15/17 17,617 17,617 
Series 2015-A Class A4, 1.31% 8/15/18 895,000 895,933 
Ford Credit Auto Owner Trust:   
Series 2015-B Class A3, 1.16% 11/15/19 875,000 874,871 
Series 2015-C Class A2A, 0.95% 8/15/18 1,836,334 1,836,045 
Series 2016-A:   
Class A2A, 1.56% 12/15/18 3,480,417 3,481,542 
Class A3, 1.39% 7/15/20 395,000 395,311 
Ford Credit Floorplan Master Owner Trust:   
Series 2013-2 Class A, 2.09% 3/15/22 (b) 570,000 572,329 
Series 2014-2 Class A, 1.0346% 2/15/21 (a) 6,200,000 6,201,398 
Series 2014-4 Class A1, 1.4% 8/15/19 2,185,000 2,187,863 
Series 2015-1 Class A1, 1.42% 1/15/20 920,000 920,630 
Series 2016-3 Class A1, 1.55% 7/15/21 1,360,000 1,351,789 
Series 2016-4 Class A, 1.0646% 7/15/20 (a) 10,000,000 10,023,006 
GE Dealer Floorplan Master Note Trust:   
Series 2014-1 Class A, 0.9418% 7/20/19 (a) 2,280,000 2,279,853 
Series 2014-2 Class A, 1.0118% 10/20/19 (a) 1,050,000 1,050,623 
GM Financial Automobile Leasing Trust:   
Series 2015-1 Class A2, 1.1% 12/20/17 904,771 904,632 
Series 2015-3 Class A3, 1.69% 3/20/19 1,985,000 1,991,020 
Series 2016-1:   
Class A2A, 1.75% 7/20/18 4,301,412 4,302,569 
Class A3, 1.64% 7/20/19 1,405,000 1,407,951 
Series 2016-2:   
Class A2A, 1.49% 10/22/18 2,560,000 2,559,629 
Class A3, 1.62% 9/20/19 1,335,000 1,336,980 
Series 2016-3 Class A3, 1.83% 12/20/19 605,000 605,790 
GMF Floorplan Owner Revolving Trust:   
Series 2015-1:   
Class A1, 1.65% 5/15/20 (b) 855,000 855,614 
Class A2, 1.0346% 5/15/20 (a)(b) 3,000,000 3,000,758 
Series 2016-1:   
Class A1, 1.86% 5/17/21 (b) 1,280,000 1,279,478 
Class A2, 1.3882% 5/17/21 (a)(b) 5,000,000 5,009,631 
Class B, 2.26% 5/17/21 (b) 275,000 274,001 
Class C, 2.76% 5/17/21 (b) 105,000 104,370 
GreatAmerica Leasing Receivables Funding LLC:   
Series 2014-1 Class A3, 0.89% 7/15/17 (b) 80,412 80,378 
Series 2016-1 Class A3, 1.73% 6/20/19 (b) 800,000 801,300 
Hilton Grand Vacations Trust Series 2014-AA Class A, 1.77% 11/25/26 (b) 345,475 339,965 
Honda Auto Receivables Owner Trust:   
Series 2013-4 Class A4, 1.04% 2/18/20 104,122 104,124 
Series 2015-3 Class A2, 0.92% 11/20/17 1,236,154 1,235,915 
Series 2016-4 Class A4, 1.65% 1/18/23 805,000 795,020 
Huntington Auto Trust Series 2016-1:   
Class A2, 1.38% 5/15/19 10,000,000 9,999,556 
Class A4, 1.93% 4/15/22 725,000 724,973 
Hyundai Auto Lease Securitization Trust:   
Series 2014-B Class A4, 1.26% 9/17/18 (b) 310,000 310,062 
Series 2015-A:   
Class A2, 1% 10/16/17 (b) 59,030 59,026 
Class A4, 1.65% 8/15/19 (b) 1,315,000 1,318,641 
Series 2015-B:   
Class A2A, 0.95% 12/15/17 (b) 1,585,358 1,584,968 
Class A3, 1.4% 11/15/18 (b) 735,000 735,929 
Series 2016-A:   
Class A2A, 1.21% 6/17/19 4,702,937 4,705,483 
Class A3, 2.01% 7/15/19 (b) 395,000 396,091 
Series 2016-B:   
Class A3, 1.74% 10/15/19 (b) 900,000 901,121 
Class A4, 1.68% 4/15/20 (b) 235,000 234,801 
Series 2016-C Class A4, 1.65% 7/15/20 (b) 645,000 641,477 
Hyundai Auto Receivables Trust:   
Series 2013-A Class A4, 0.75% 9/17/18 209,247 209,163 
Series 2015-A Class A3, 1.05% 4/15/19 503,050 502,820 
Series 2016-A Class A3, 1.56% 9/15/20 185,000 185,508 
Series 2016-B Class A2, 1.34% 10/15/19 8,000,000 7,991,128 
Hyundai Floorplan Master Owner Trust Series 2016-1A Class A1, 1.4346% 3/15/21 (a)(b) 3,000,000 3,013,995 
John Deere Owner Trust:   
Series 2015-A Class A3, 1.32% 6/17/19 360,000 360,252 
Series 2015-B Class A2, 0.98% 6/15/18 2,512,559 2,512,558 
Series 2016-A Class A3, 1.36% 4/15/20 790,000 788,826 
Series 2016-B:   
Class A3, 1.25% 6/15/20 480,000 478,471 
Class A4, 1.49% 5/15/23 235,000 233,096 
Kubota Credit Owner Trust Series 2015-1A Class A3, 1.54% 3/15/19 (b) 1,290,000 1,292,280 
Mercedes Benz Auto Lease Trust Series 2015-B Class A2A, 1% 1/16/18 2,329,991 2,329,671 
Mercedes-Benz Auto Lease Trust:   
Series 2015-A Class A3, 1.1% 8/15/17 274,045 274,052 
Series 2016-A:   
Class A2A, 1.33% 7/16/18 4,449,963 4,454,141 
Class A3, 1.52% 3/15/19 925,000 927,098 
Series 2016-B:   
Class A2, 1.25% 1/15/19 7,000,000 6,992,301 
Class A3, 1.47% 8/15/19 610,000 608,912 
Mercedes-Benz Auto Receivables Trust:   
Series 2015-1 Class A3, 1.34% 12/16/19 1,325,000 1,326,223 
Series 2016-1 Class A2A, 1.24% 3/15/19 20,000,000 19,984,812 
Mercedes-Benz Master Owner Trust:   
Series 2015-AA Class A, 0.8546% 4/15/19 (a)(b) 3,769,000 3,770,734 
Series 2015-BA Class A, 0.9146% 4/15/20 (a)(b) 4,315,000 4,311,507 
Series 2016-BA Class A, 1.2346% 5/17/21 (a)(b) 10,000,000 10,062,110 
MMAF Equipment Finance LLC:   
Series 2014-AA Class A3, 0.87% 1/8/19 (b) 1,323,346 1,321,591 
Series 2015-AA Class A3, 1.39% 10/16/19 (b) 505,000 505,021 
Series 2016-AA Class A3, 1.48% 6/15/20 (b) 765,000 762,000 
MVW Owner Trust:   
Series 2013-1A Class A, 2.15% 4/22/30 (b) 103,102 102,279 
Series 2014-1A Class A, 2.25% 9/22/31 (b) 326,822 323,880 
Series 2015-1A Class A, 2.52% 12/20/32 (b) 920,478 917,878 
Nationstar HECM Loan Trust:   
Series 2016-1A Class A, 2.9813% 2/25/26 (b) 133,789 134,024 
Series 2016-2A Class A, 2.2394% 6/25/26 (b) 336,358 336,383 
Series 2016-3A Class A, 2.0125% 8/25/26 (b) 162,750 161,960 
Navient Student Loan Trust Series 2016-6A Class A1, 1% 3/25/66 (a)(b) 5,000,000 5,002,126 
Nissan Auto Lease Trust:   
Series 2015-A Class A3, 1.4% 6/15/18 1,320,000 1,321,524 
Series 2016-B Class A4, 1.82% 1/18/22 1,105,000 1,099,802 
Nissan Auto Receivables Owner Trust:   
Series 2015-B Class A3, 1.34% 3/16/20 1,325,000 1,326,152 
Series 2016-A:   
Class A2A, 1.06% 2/15/19 4,332,104 4,331,706 
Class A3, 1.34% 10/15/20 685,000 684,268 
Series 2016-B:   
Class A2A, 1.14% 4/15/19 5,000,000 4,996,221 
Class A3, 1.32% 1/15/21 175,000 174,717 
Nissan Auto Receivables Trust Series 2016-C Class A2A, 1.07% 5/15/19 6,780,000 6,769,520 
Nissan Master Owner Trust Receivables:   
Series 2015-A:   
Class A1, 0.9346% 1/15/20 (a) 5,000,000 5,005,530 
Class A2, 1.44% 1/15/20 890,000 890,494 
Series 2016-A:   
Class A1, 1.1746% 6/15/21 (a) 5,000,000 5,030,932 
Class A2, 1.54% 6/15/21 750,000 746,567 
Residential Asset Mortgage Products, Inc. Series 2003-RZ2 Class A1, 3.6% 4/25/33 (AMBAC Insured) 13,723 13,780 
Securitized Term Auto Receivables Trust Series 2016-1A Class A2A, 1.52% 11/26/18 (b) 8,789,000 8,780,549 
Sierra Receivables Funding Co., LLC Series 2016-2A Class A, 2.33% 7/20/33 (b) 421,855 416,075 
Sierra Timeshare Receivables Funding Co. LLC:   
Series 2014-2A Class A, 2.05% 6/20/31 (b) 180,065 179,847 
Series 2014-3A Class A, 2.3% 10/20/31 (b) 243,565 243,403 
Series 2015-1A Class A, 2.4% 3/22/32 (b) 1,138,510 1,136,375 
Series 2015-2A Class 2, 2.43% 6/20/32 (b) 470,263 470,259 
Series 2015-3A Class A, 2.58% 9/20/32 (b) 479,480 479,955 
SLM Student Loan Trust:   
Series 2008-4 Class A4, 2.5318% 7/25/22 (a) 94,726 95,291 
Series 2008-5 Class A4, 2.5818% 7/25/23 (a) 563,173 572,876 
Series 2008-9 Class A, 2.3818% 4/25/23 (a) 400,865 404,951 
Smart ABS Trust Series 2016-2U.S. Class A2A, 1.46% 8/14/19 1,695,000 1,684,830 
Smart Trust Series 2013-2U.S. Class A4A, 1.18% 2/14/19 216,471 216,251 
SMART Trust:   
Series 2014-1U.S. Class A3A, 0.95% 2/14/18 161,908 161,742 
Series 2015-3U.S. Class A3A, 1.66% 8/14/19 1,210,000 1,206,302 
Suntrust Auto Receivables Trust Series 2015-1A Class A3, 1.42% 9/16/19 (b) 1,320,000 1,321,358 
Synchrony Credit Card Master Note Trust:   
Series 2013-1 Class B, 1.69% 3/15/21 1,035,000 1,035,958 
Series 2014-1 Class A, 1.61% 11/15/20 10,370,000 10,399,601 
Series 2015-1 Class B, 2.64% 3/15/23 550,000 553,438 
Series 2015-2 Class A, 1.6% 4/15/21 1,325,000 1,328,348 
Series 2015-4 Class B, 2.62% 9/15/23 435,000 436,546 
Series 2016-1 Class A, 2.04% 3/15/22 1,785,000 1,795,542 
TCF Auto Receivables Owner Trust:   
Series 2015-2A Class A2, 1.64% 1/15/19 (b) 2,036,586 2,038,968 
Series 2016-1A Class A2, 1.39% 11/15/19 (b) 2,408,000 2,406,750 
Toyota Auto Receivables Owner Trust:   
Series 2013-A Class A4, 0.69% 11/15/18 183,009 182,985 
Series 2014-C Class A4, 1.44% 4/15/20 200,000 200,369 
Series 2016-B Class A2A, 1.26% 10/15/18 5,000,000 4,997,462 
Toyota Auto Receivables Owners Trust Series 2016-A Class A2A, 1.03% 7/16/18 4,804,521 4,804,356 
Toyota Auto Receivables Trust Series 2016-C Class A2A, 1% 1/15/19 5,014,000 5,009,238 
Verizon Owner Trust:   
Series 2016-1A Class A, 1.42% 1/20/21 (b) 2,812,000 2,799,027 
Series 2016-2A:   
Class A, 1.68% 5/20/21 (b) 1,115,000 1,113,392 
Class B, 2.15% 5/20/21 (b) 755,000 752,597 
Class C, 2.36% 5/20/21 (b) 600,000 598,211 
Volkswagen Auto Loan Enhanced Trust:   
Series 2014-1 Class A3, 0.91% 10/22/18 62,943 62,845 
Series 2014-2 Class A4, 1.39% 5/20/21 1,380,000 1,370,797 
Volkswagen Credit Auto Master Trust Series 2014-1A:   
Class A1, 0.8757% 7/22/19 (a)(b) 10,000,000 9,982,849 
Class A2, 1.4% 7/22/19 (b) 1,290,000 1,289,049 
Volvo Financial Equipment LLC:   
Series 2014-1A:   
Class A3, 0.82% 4/16/18 (b) 165,512 165,361 
Series C, 1.94% 11/15/21 (b) 605,000 605,844 
Series 2015-1A Class A2, 0.95% 11/15/17 (b) 650,472 650,375 
Series 2016-1A:   
Class A2, 1.44% 10/15/18 (b) 5,000,000 5,004,678 
Class A3, 1.67% 2/18/20 (b) 400,000 401,001 
Wendys Funding LLC Series 2015-1A Class A2I, 3.371% 6/15/45 (b) 1,841,400 1,840,768 
Wheels SPV LLC:   
Series 2014-1A Class A2, 0.84% 3/20/23 (b) 84,750 84,688 
Series 2015-1A Class A2, 1.27% 4/22/24 (b) 229,749 229,611 
World Omni Auto Receivables Trust:   
Series 2015-A Class A3, 1.34% 5/15/20 340,000 340,416 
Series 2015-B Class A3, 1.49% 12/15/20 730,000 730,262 
Series 2016-A Class A3, 1.77% 9/15/21 1,300,000 1,304,752 
World Omni Automobile Lease Securitization Trust:   
Series 2014-A Class A4, 1.37% 1/15/20 490,000 490,309 
Series 2015-A Class A2A, 1.06% 5/15/18 2,784,217 2,783,308 
Series 2016-A Class A3, 1.45% 8/15/19 1,070,000 1,068,744 
TOTAL ASSET-BACKED SECURITIES   
(Cost $535,312,750)  535,670,060 
Collateralized Mortgage Obligations - 0.9%   
Private Sponsor - 0.0%   
Banc of America Mortgage Securities, Inc.:   
Series 2004-A Class 2A2, 2.9474% 2/25/34 (a) 17,567 17,650 
Series 2004-H Class 2A2, 3.1978% 9/25/34 (a) 62,512 60,908 
COMM Mortgage Trust Series 2016-CR28 Class A1, 1.77% 2/10/49 200,207 200,316 
GS Mortgage-Backed Securites Trust Series 2014-EB1A Class 2A1, 2.4847% 7/25/44 (a)(b) 193,852 195,160 
Kubota Credit Owner Trust sequential payer Series 2016-1A Class A3, 1.67% 7/15/20 (b) 340,000 337,624 
Mill City Mortgage Loan Trust Series 2016-1 Class A1, 2.5% 4/25/57 (b) 290,093 291,853 
Towd Point Mortgage Trust:   
Series 2015-4 Class A1B, 2.75% 4/25/55 (b) 823,781 834,489 
Series 2015-5 Class A1B, 2.75% 5/25/55 (b) 792,283 806,913 
Series 2016-1:   
Class A1B, 2.75% 2/25/55 (b) 473,233 479,423 
Class A3B, 3% 2/25/55 (b) 569,964 579,359 
Series 2016-2 Class A1A, 2.75% 8/25/55 (b) 345,472 346,081 
WaMu Mortgage pass-thru certificates Series 2005-AR12 Class 2A1, 3.0561% 9/25/35 (a) 36,806 36,708 
Wells Fargo Mortgage Backed Securities Trust Series 2004-G Class A3, 3.0126% 6/25/34 (a) 30,861 30,799 
TOTAL PRIVATE SPONSOR  4,217,283 
U.S. Government Agency - 0.9%   
Fannie Mae:   
floater:   
Series 2003-31 Class FM, 1.0842% 4/25/33 (a) 1,716,780 1,725,695 
Series 2015-27 Class KF, 0.8842% 5/25/45 (a) 4,771,656 4,758,195 
Series 2016-85:   
Class FG, 1.0842% 11/25/46 (a) 1,303,375 1,295,467 
Class FA, 1.0842% 11/25/46 (a) 1,211,047 1,198,796 
floater planned amortization class Series 2004-52 Class PF 1.0342% 12/25/33 (a) 1,716,118 1,721,819 
sequential payer Series 2012-114 Class DF, 0.9842% 8/25/39 (a) 29,963 29,972 
sequential payer floater:   
Series 2005-74 Class DF, 0.9342% 7/25/35 (a) 4,563,457 4,563,824 
Series 2005-83 Class FP, 0.9142% 10/25/35 (a) 4,279,123 4,265,407 
Series 2016-42 Class FL, 0.9342% 7/25/46 (a) 13,932,800 13,906,024 
Series 2016-83 Class FA, 1.0842% 11/25/46 (a) 702,999 698,017 
Fannie Mae Connecticut Avenue Securities floater:   
Series 2014-C04 Class 2M1, 2.634% 11/25/24 (a) 22,707 22,729 
Series 2015-C03:   
Class 1M1, 2.034% 7/25/25 (a) 136,551 136,705 
Class 2M1, 2.034% 7/25/25 (a) 397,320 397,833 
Series 2016-C01 Class 2M1, 2.634% 8/25/28 (a) 1,335,921 1,346,802 
Series 2016-C02 Class 1M1, 2.684% 9/25/28 (a) 366,869 370,094 
FHLMC Structured Agency Credit Risk Debt Notes floater:   
Series 2014-HQ2 Class M1, 1.984% 9/25/24 (a) 282,956 284,092 
Series 2015-DNA1 Class M1, 1.434% 10/25/27 (a) 395,816 396,086 
Series 2015-DNA3 Class M1, 1.942% 4/25/28 (a) 152,544 152,651 
Series 2015-HQ2 Class M1, 1.6842% 5/25/25 (a) 163,176 163,470 
Series 2016-DNA1 Class M1, 2.0342% 7/25/28 (a) 957,438 960,227 
Series 2016-HQA1 Class M1, 2.284% 9/25/28 (a) 214,110 214,684 
Freddie Mac:   
floater Series 4604 Class FB, 0.9382% 8/15/46 (a) 13,895,643 13,886,136 
floater planned amortization class:   
Series 2953 Class LF, 0.8382% 12/15/34 (a) 1,605,667 1,610,993 
Series 4057 Class EF, 0.8882% 12/15/41 (a) 12,737,584 12,662,732 
floater sequential payer Series 3046 Class F, 0.9082% 3/15/33 (a) 1,864,624 1,855,716 
sequential payer Series 4226 Class EF, 0.8882% 12/15/35 (a) 4,719,337 4,713,983 
Series 4448 Class JA, 4% 11/15/36 190,000 201,626 
TOTAL U.S. GOVERNMENT AGENCY  73,539,775 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $77,921,676)  77,757,058 
Commercial Mortgage Securities - 1.0%   
BAMLL Commercial Mortgage Securities Trust Series 2014-IP Class A, 2.717% 6/15/28 (a)(b) 1,070,000 1,078,607 
Banc of America Commercial Mortgage Trust:   
sequential payer:   
Series 2006-3 Class A4, 5.889% 7/10/44 (a) 70,980 70,884 
Series 2006-5 Class AM, 5.448% 9/10/47 255 255 
Series 2007-4 Class AM, 5.8125% 2/10/51 (a) 50,000 51,203 
Barclays Commercial Mortgage Securities LLC floater Series 2015-RRI Class A, 1.6846% 5/15/32 (a)(b) 2,468,326 2,469,207 
CDGJ Commercial Mortgage Trust Series 2014-BXCH Class A, 1.9346% 12/15/27 (a)(b) 5,623,641 5,639,538 
Citigroup Commercial Mortgage Trust:   
Series 13-GC15 Class A1, 1.378% 9/10/46 216,601 216,661 
Series 2007-C6 Class A4, 5.7114% 12/10/49 (a) 3,536,000 3,573,135 
Series 2014-GC19 Class A1, 1.199% 3/10/47 119,819 119,767 
Series 2014-GC2 Class A1, 1.392% 7/10/47 253,096 252,538 
Series 2014-GC21 Class A1, 1.242% 5/10/47 389,843 388,777 
Series 2014-GC25 Class A1, 1.485% 10/10/47 93,431 93,468 
Series 2015-GC27 Class A1, 1.353% 2/10/48 531,541 529,922 
Series 2015-GC31 Class A1, 1.637% 6/10/48 918,288 918,046 
Series 2015-GC33 Class A1, 1.643% 9/10/58 318,353 317,603 
Series 2015-P1 Class A1, 1.648% 9/15/48 329,918 329,775 
Citigroup/Deutsche Bank Commercial Mortgage Trust sequential payer Series 2007-CD4 Class A4, 5.322% 12/11/49 584,323 584,020 
Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class A3, 5.484% 4/15/47 1,161,103 1,166,930 
COMM Mortgage Trust:   
Series 2014-CR15 Class A1, 1.218% 2/10/47 536,715 535,766 
Series 2014-CR17 Class A1, 1.275% 5/10/47 256,465 255,911 
Series 2014-CR18 Class A1, 1.442% 7/15/47 419,849 418,635 
Series 2014-CR19 Class A1, 1.415% 8/10/47 361,744 360,979 
Series 2014-CR20 Class A1, 1.324% 11/10/47 248,435 247,671 
Series 2014-CR21 Class A1, 1.494% 12/10/47 144,814 144,721 
Series 2014-LC15 Class A1, 1.259% 4/10/47 458,252 457,204 
Series 2014-LC17 Class A1, 1.381% 10/10/47 285,459 284,681 
Series 2014-UBS2 Class A1, 1.298% 3/10/47 306,779 306,199 
Series 2014-UBS4 Class A1, 1.309% 8/10/47 154,038 153,828 
Series 2014-UBS5 Class A1, 1.373% 9/10/47 351,980 352,124 
Series 2014-UBS6 Class A1, 1.445% 12/10/47 446,296 445,778 
Series 2015-CCRE26 Class A1, 1.604% 10/10/48 445,356 444,425 
Series 2015-CR22 Class A1, 1.569% 3/10/48 206,090 205,736 
Series 2015-LC23 Class A2, 3.221% 10/10/53 1,400,000 1,448,518 
Series 2015-PC1 Class A1, 1.667% 7/10/50 1,300,937 1,302,937 
COMM Mortgage Trust pass-thru certificates:   
sequential payer Series 2007-C9 Class A4, 5.8131% 12/10/49 (a) 1,490,200 1,511,178 
Series 2014-TWC Class A, 1.381% 2/13/32 (a)(b) 400,000 400,000 
CSAIL Commercial Mortgage Trust:   
Series 2015-C1 Class A1, 1.684% 4/15/50 221,571 221,565 
Series 2015-C2 Class A1, 1.4544% 6/15/57 1,513,267 1,507,926 
Series 2015-C3 Class A1, 1.7167% 8/15/48 620,558 619,363 
Series 2015-C4 Class A1, 2.0102% 11/15/48 696,382 699,165 
Series 2016-C5 Class A1, 1.7466% 11/15/48 (a) 172,708 172,583 
CSMC Series 2015-TOWN Class A, 1.7846% 3/15/17 (a)(b) 3,644,000 3,644,642 
Freddie Mac pass-thru certificates:   
Series 2013-K502 Class A2, 1.426% 8/25/17 610,063 610,376 
Series K712 Class A1, 1.369% 5/25/19 273,740 273,811 
GAHR Commercial Mortgage Trust floater Series 2015-NRF Class AFL1, 1.8346% 12/15/34 (a)(b) 5,573,451 5,592,570 
GS Mortgage Securities Trust:   
floater:   
Series 2014-GSFL Class A, 1.5346% 7/15/31 (a)(b) 455,167 450,550 
Series 2016-ICE2 Class A, 2.4646% 2/15/33 (a)(b) 2,342,000 2,354,514 
sequential payer Series 2013-GC13 Class A1, 1.206% 7/10/46 134,463 134,444 
Series 14-GC20 Class A1, 1.343% 4/10/47 170,396 170,094 
Series 2014-GC22 Class A1, 1.29% 6/10/47 278,810 278,110 
Series 2014-GC24 Class A1, 1.509% 9/10/47 525,803 525,818 
Series 2015-GC28 Class A1, 1.528% 2/10/48 864,531 862,565 
Series 2015-GC32 Class A1, 1.593% 7/10/48 342,574 342,532 
Series 2016-GS3 Class A1, 1.429% 10/10/49 200,087 198,446 
Hyatt Hotel Portfolio Trust floater Series 2015-HYT Class A, 1.778% 11/15/29 (a)(b) 1,314,000 1,317,690 
JP Morgan Chase Commercial Mortgage Securities Trust Series 2015-JP1 Class A1, 1.949% 1/15/49 590,954 593,789 
JPMBB Commercial Mortgage Securities Trust:   
sequential payer Series 2014-C21 Class A1, 1.322% 8/15/47 (b) 266,356 265,941 
Series 2013-C14 Class A1, 1.2604% 8/15/46 356,424 356,158 
Series 2014-C19 Class A1, 1.2661% 4/15/47 178,509 178,366 
Series 2014-C22 Class A1, 1.451% 9/15/47 145,406 145,328 
Series 2014-C23 Class A1, 1.6502% 9/15/47 193,302 193,670 
Series 2014-C24 Class A1, 1.5386% 11/15/47 105,200 105,171 
Series 2014-C26 Class A1, 1.5962% 1/15/48 1,300,030 1,300,566 
Series 2015-C27 Class A1, 1.4137% 2/15/48 729,580 727,466 
Series 2015-C28 Class A1, 1.4451% 10/15/48 1,189,914 1,186,937 
Series 2015-C30 Class A1, 1.7384% 7/15/48 1,443,547 1,445,911 
JPMBB Commercial Mortgage Secutities Trust Series 2015-C29 Class A1, 1.6255% 5/15/48 363,308 363,197 
JPMCC Commercial Mortgage Securities Trust Series 2016-JP3 Class A1, 1.4615% 8/15/49 601,962 596,529 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater:   
Series 2014-BXH Class A, 1.4382% 4/15/27 (a)(b) 2,301,871 2,270,705 
Series 2014-FL5 Class A, 1.5043% 7/15/31 (a)(b) 1,584,309 1,584,735 
sequential payer:   
Series 2007-CB18 Class A4, 5.44% 6/12/47 3,201,140 3,202,329 
Series 2007-CB19 Class A4, 5.7148% 2/12/49 (a) 4,519,284 4,548,813 
Series 2007-LDPX Class A3, 5.42% 1/15/49 1,650,179 1,654,822 
Series 2006-LDP7 Class AM, 5.9249% 4/17/45 (a) 59,402 59,312 
Series 2014-C20 Class A1, 1.2682% 7/15/47 305,412 304,659 
Series 2016-WP Class TA, 1.978% 10/15/33 (a)(b) 1,293,000 1,295,029 
Lone Star Portfolio Trust floater Series 2015-LSP Class A1A2, 2.3346% 9/15/28 (a)(b) 2,041,953 2,058,670 
Merrill Lynch-CFC Commercial Mortgage Trust sequential payer Series 2007-5 Class A4, 5.378% 8/12/48 264,955 264,856 
Morgan Stanley BAML Trust:   
sequential payer:   
Series 2013-C7 Class A2, 1.863% 2/15/46 3,121,198 3,131,947 
Series 2014-C18 Class A1, 1.686% 10/15/47 347,468 348,325 
Series 2014-C14 Class A1, 1.25% 2/15/47 103,560 103,210 
Series 2014-C16 Class A1, 1.294% 6/15/47 165,051 164,878 
Series 2014-C17 Class A1, 1.551% 8/15/47 398,766 398,751 
Series 2014-C19 Class A1, 1.573% 12/15/47 796,804 795,886 
Series 2015-C24 Class A1, 1.706% 5/15/48 562,041 561,932 
Series 2016-C30 Class A1, 1.389% 9/15/49 318,451 315,010 
Morgan Stanley Capital I Trust Series 2015-MS1 Class A1, 1.638% 5/15/48 625,592 625,693 
Waldorf Astoria Boca Raton Trust floater Series 2016-BOCA Class A, 1.8846% 6/15/29 (a)(b) 1,833,000 1,833,868 
Wells Fargo Commercial Mortgage Trust:   
Series 2014-LC18 Class A1, 1.437% 12/15/47 951,537 949,117 
Series 2015-C26 Class A1, 1.454% 2/15/48 458,863 457,532 
Series 2015-C27 Class A1, 1.73% 2/15/48 1,217,336 1,218,797 
Series 2015-C28 Class A1, 1.531% 5/15/48 462,941 461,914 
Series 2015-C31 Class A1, 1.679% 11/15/48 807,621 805,517 
Series 2015-LC20 Class A1, 1.471% 4/15/50 813,604 811,462 
Series 2015-NXS2 Class A2, 3.02% 7/15/58 1,180,000 1,212,452 
Series 2015-SG1 Class A1, 1.568% 12/15/47 443,703 443,386 
Series 2016-C32 Class A1, 1.577% 1/15/59 477,710 475,710 
Series 2016-LC24 Class A1, 1.441% 10/15/49 340,047 337,794 
WF-RBS Commercial Mortgage Trust:   
sequential payer Series 2013-C16 Class A1, 1.406% 9/15/46 195,897 195,887 
Series 2013-C17 Class A1, 1.154% 12/15/46 187,532 186,987 
Series 2013-UBS1 Class A1, 1.122% 3/15/46 164,453 163,934 
Series 2014-C20 Class A1, 1.283% 5/15/47 483,774 482,537 
Series 2014-C21 Class A1, 1.413% 8/15/47 611,522 610,414 
Series 2014-C22 Class A1, 1.479% 9/15/57 388,565 388,072 
Series 2014-C23 Class A1, 1.663% 10/15/57 202,279 202,653 
Series 2014-C24 Class A1, 1.39% 11/15/47 85,918 85,657 
Series 2014-LC14 Class A1, 1.193% 3/15/47 274,955 274,326 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $90,209,380)  89,799,998 
Municipal Securities - 1.0%   
Blytheville Indl. Dev. Rev. (Nucor Corp. Proj.) Series 2002, 0.79% 12/7/16, VRDN (a)(c) 5,900,000 5,900,000 
Clark County Arpt. Rev. Series 2008 C3, 0.59% 12/7/16, LOC Sumitomo Mitsui Banking Corp., VRDN (a)(c) 10,000,000 10,000,000 
Dallas Performing Arts Cultural Facilities Corp. Cultural Facility Rev. (Dallas Ctr. For The Performing Arts Foundation, Inc. Proj.) Series 2008 A, 0.54% 12/7/16, LOC Bank of America NA, VRDN (a) 5,000,000 5,000,000 
Florida State Board Administration Fin. Corp. Series 2016 A, 2.163% 7/1/19 1,085,000 1,096,479 
Indiana Fin. Auth. Econ. Dev. Rev. Bonds (Republic Svcs., Inc. Proj.) Series A, 0.85%, tender 12/1/16 (a)(c) 7,000,000 7,000,000 
Louisville & Jefferson County Series 2011 A, 0.56% 12/7/16, LOC PNC Bank NA, VRDN (a) 5,300,000 5,300,000 
New York Hsg. Fin. Agcy. Rev. (600 West and 42nd St. Hsg. Proj.) Series 2007 A, 0.57% 12/7/16, LOC Fannie Mae, VRDN (a)(c) 5,000,000 5,000,000 
Oregon Facilities Auth. Rev. (PeaceHealth Proj.) Series 2008 A, 0.57% 12/7/16, LOC U.S. Bank NA, Cincinnati, VRDN (a) 12,000,000 12,000,000 
Pennsylvania Hsg. Fin. Agcy. Multifamily Hsg. Dev. Rev. (Foxwood Manor Apts. Proj.) Series 2008 O, 0.55% 12/7/16, LOC Freddie Mac, VRDN (a) 4,950,000 4,950,000 
Port Arthur Navigation District Envir. Facilities Rev. (Motiva Enterprises LLC Proj.):   
Series 2009 A, 0.72% 12/1/16, VRDN (a) $4,965,000 $4,965,000 
Series 2010 B, 0.72% 12/1/16, VRDN (a) 8,835,000 8,835,000 
Univ. of California Revs. Bonds Series 2011 Y1, 1.033%, tender 12/1/16 (a) 445,000 445,018 
Whittier Health Facilities Rev. Series 2009 A, 0.54% 12/7/16, LOC U.S. Bank NA, Cincinnati, VRDN (a) 5,825,000 5,825,000 
Wisconsin Health & Edl. Facilities Auth. Rev. Series 2004, 0.57% 12/7/16, LOC JPMorgan Chase Bank, VRDN (a) 10,000,000 10,000,000 
TOTAL MUNICIPAL SECURITIES   
(Cost $86,305,000)  86,316,497 
Bank Notes - 0.3%   
Citizens Bank NA 2.3% 12/3/18 335,000 337,199 
Manufacturers & Traders Trust Co. 1.25% 1/30/17 4,643,000 4,644,151 
Marshall & Ilsley Bank 5% 1/17/17 5,914,000 5,936,414 
RBS Citizens NA 2.5% 3/14/19 1,200,000 1,208,389 
Regions Bank 7.5% 5/15/18 289,000 310,904 
Union Bank NA 2.125% 6/16/17 1,330,000 1,336,243 
Wells Fargo Bank NA 1.65% 1/22/18 10,000,000 10,005,290 
TOTAL BANK NOTES   
(Cost $23,762,981)  23,778,590 
Certificates of Deposit - 0.1%   
Credit Suisse yankee 1.6454% 9/12/17 (a) 1,395,000 1,397,433 
Toronto-Dominion Bank yankee 1.03% 4/10/17 5,000,000 5,001,434 
TOTAL CERTIFICATES OF DEPOSIT   
(Cost $6,395,000)  6,398,867 
Commercial Paper - 1.0%   
Anheuser-Busch InBev Worldwide, Inc.:   
0% 9/5/17 880,000 871,959 
0% 10/10/17 555,000 549,167 
AXA Financial, Inc. 0% 7/24/17 2,735,000 2,710,867 
BPCE SA yankee 1% 3/1/17 5,000,000 4,988,512 
Credit Agricole CIB yankee 0.96% 12/7/16 5,000,000 4,999,611 
Enbridge Energy Partners LP 0% 2/9/17 (b) 2,965,000 2,958,603 
Energy Transfer Partners LP 0% 1/24/17 1,575,000 1,571,220 
Ford Motor Credit Co. LLC 0% 9/1/17 2,795,000 2,762,440 
Manhattan Asset Funding Co. LLC yankee 0% 9/6/17 (Liquidity Facility Sumitomo Mitsui Banking Corp.) 2,925,000 2,889,464 
Microsoft Corp. 0.89% 4/24/17 10,000,000 9,968,704 
Ontario Teachers' Finance Trust yankee:   
0.98% 12/16/16 10,000,000 9,997,587 
1% 1/27/17 5,292,000 5,285,273 
1.18% 6/23/17 5,000,000 4,964,495 
Pentair Finance SA 0% 12/2/16 3,035,000 3,034,839 
Plains All American Pipeline LP 0% 2/15/17 (b) 3,180,000 3,173,348 
Toyota Motor Credit Corp. 1.05% 3/7/17 10,000,000 9,980,115 
Vodafone Group PLC yankee:   
0% 9/1/17 3,180,000 3,142,834 
1.6% 9/5/17 3,000,000 2,964,242 
1.6% 9/12/17 12,000,000 11,852,042 
VW Credit, Inc. 0% 9/18/17 1,540,000 1,520,739 
TOTAL COMMERCIAL PAPER   
(Cost $90,131,042)  90,186,061 
 Shares Value 
Fixed-Income Funds - 3.6%   
Bank Loan Funds - 3.6%   
Fidelity Floating Rate High Income Fund (d)   
(Cost $314,169,375) 32,164,823 308,139,003 
Short-Term Funds - 61.2%   
Short-Term Funds - 61.2%   
BlackRock Low Duration Bond Portfolio 43,235,571 414,196,772 
Delaware Limited-Term Diversified Income Fund - Class A 26,089,972 221,503,866 
Fidelity Conservative Income Bond Fund Institutional Class (d) 71,152,042 713,654,977 
Fidelity Short-Term Bond Fund (d) 94,424,154 812,047,727 
Janus Short-Term Bond Fund - Class T 78,485,006 237,024,718 
JPMorgan Short Duration Bond Fund Class A 28,923,492 312,662,947 
Metropolitan West Low Duration Bond Fund - Class M 65,145,845 568,071,767 
PIMCO Enhanced Short Maturity Active ETF 3,221,190 326,886,361 
PIMCO Short-Term Fund - Administrator Class 149,800,474 1,466,546,614 
Prudential Short-Term Corporate Bond Fund, Inc. Class A 18,037,963 198,778,351 
Wells Fargo Advantage Ultra Short-Term Municipal Income Fund - Administrator Class 46,993 449,255 
TOTAL SHORT-TERM FUNDS   
(Cost $5,288,478,728)  5,271,823,355 
Money Market Funds - 6.8%   
Fidelity Cash Central Fund, 0.39% (e) 25,762,303 25,767,456 
Fidelity Investments Money Market Government Portfolio Institutional Class 0.32% (d)(f) 560,107,200 560,107,200 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.26% (f) 1,797,584 1,797,584 
TOTAL MONEY MARKET FUNDS   
(Cost $587,672,240)  587,672,240 
TOTAL INVESTMENT PORTFOLIO - 100.1%   
(Cost $8,646,645,318)  8,627,154,330 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  (8,274,510) 
NET ASSETS - 100%  $8,618,879,820 

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

 (b) 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 $482,959,351 or 5.6% of net assets.

 (c) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

 (d) Affiliated Fund

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $27,781 
Total $27,781 

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 Conservative Income Bond Fund Institutional Class $407,582,010 $307,108,066 $981,534 $2,421,613 $713,654,977 
Fidelity Conservative Income Municipal Bond Fund Institutional Class 31,749,413 46,189,890 77,853,860 178,860 -- 
Fidelity Floating Rate High Income Fund 258,214,134 75,582,368 31,306,369 5,772,179 308,139,003 
Fidelity Investments Money Market Government Portfolio Institutional Class 0.32% -- 649,582,138 89,474,937 520,914 560,107,200 
Fidelity Investments Money Market Portfolio Institutional Class 0.81% 185,202,811 -- 185,202,811 40,059 -- 
Fidelity Short-Term Bond Fund 634,165,507 182,402,646 2,742,979 3,286,580 812,047,727 
Total $1,516,913,875 $1,260,865,108 $387,562,490 $12,220,205 $2,393,948,907 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $1,440,376,806 $-- $1,440,376,806 $-- 
U.S. Government and Government Agency Obligations 53,370,361 -- 53,370,361 -- 
U.S. Government Agency - Mortgage Securities 55,865,434 -- 55,865,434 -- 
Asset-Backed Securities 535,670,060 -- 535,670,060 -- 
Collateralized Mortgage Obligations 77,757,058 -- 77,757,058 -- 
Commercial Mortgage Securities 89,799,998 -- 89,799,998 -- 
Municipal Securities 86,316,497 -- 86,316,497 -- 
Bank Notes 23,778,590 -- 23,778,590 -- 
Certificates of Deposit 6,398,867 -- 6,398,867 -- 
Commercial Paper 90,186,061 -- 90,186,061 -- 
Fixed-Income Funds 308,139,003 308,139,003 -- -- 
Short-Term Funds 5,271,823,355 5,271,823,355 -- -- 
Money Market Funds 587,672,240 587,672,240 -- -- 
Total Investments in Securities: $8,627,154,330 $6,167,634,598 $2,459,519,732 $-- 

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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $6,224,575,806) 
$6,207,437,967  
Fidelity Central Funds (cost $25,767,456) 25,767,456  
Affiliated issuers (cost $2,396,302,056) 2,393,948,907  
Total Investments (cost $8,646,645,318)  $8,627,154,330 
Cash  90,029 
Receivable for investments sold  2,705,434 
Receivable for fund shares sold  7,031,065 
Dividends receivable  139,637 
Interest receivable  5,881,968 
Distributions receivable from Fidelity Central Funds  11,324 
Prepaid expenses  13,578 
Other receivables  84,284 
Total assets  8,643,111,649 
Liabilities   
Payable for investments purchased $14,260,734  
Payable for fund shares redeemed 8,651,890  
Distributions payable 437,333  
Accrued management fee 227,441  
Other affiliated payables 455,550  
Other payables and accrued expenses 198,881  
Total liabilities  24,231,829 
Net Assets  $8,618,879,820 
Net Assets consist of:   
Paid in capital  $8,658,827,743 
Distributions in excess of net investment income  (3,651,067) 
Accumulated undistributed net realized gain (loss) on investments  (16,805,868) 
Net unrealized appreciation (depreciation) on investments  (19,490,988) 
Net Assets, for 860,008,484 shares outstanding  $8,618,879,820 
Net Asset Value, offering price and redemption price per share ($8,618,879,820 ÷ 860,008,484 shares)  $10.02 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $25,229,336 
Affiliated issuers  12,220,205 
Interest  15,695,102 
Income from Fidelity Central Funds  27,781 
Total income  53,172,424 
Expenses   
Management fee $10,871,964  
Transfer agent fees 2,026,937  
Accounting fees and expenses 640,619  
Custodian fees and expenses 30,474  
Independent trustees' fees and expenses 44,749  
Registration fees 90,189  
Audit 32,561  
Legal 24,995  
Miscellaneous 114,758  
Total expenses before reductions 13,877,246  
Expense reductions (9,589,062) 4,288,184 
Net investment income (loss)  48,884,240 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (334,625)  
Fidelity Central Funds (779)  
Affiliated issuers (1,696,788)  
Realized gain distributions from underlying funds:   
Affiliated issuers 116,789  
Total net realized gain (loss)  (1,915,403) 
Change in net unrealized appreciation (depreciation) on investment securities  4,919,563 
Net gain (loss)  3,004,160 
Net increase (decrease) in net assets resulting from operations  $51,888,400 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $48,884,240 $78,391,488 
Net realized gain (loss) (1,915,403) (13,672,397) 
Change in net unrealized appreciation (depreciation) 4,919,563 (20,489,082) 
Net increase (decrease) in net assets resulting from operations 51,888,400 44,230,009 
Distributions to shareholders from net investment income (48,283,260) (79,865,336) 
Distributions to shareholders from net realized gain – (4,355,761) 
Total distributions (48,283,260) (84,221,097) 
Share transactions   
Proceeds from sales of shares 2,975,877,447 2,087,345,698 
Reinvestment of distributions 46,874,866 84,143,145 
Cost of shares redeemed (1,001,231,863) (2,800,007,460) 
Net increase (decrease) in net assets resulting from share transactions 2,021,520,450 (628,518,617) 
Total increase (decrease) in net assets 2,025,125,590 (668,509,705) 
Net Assets   
Beginning of period 6,593,754,230 7,262,263,935 
End of period $8,618,879,820 $6,593,754,230 
Other Information   
Distributions in excess of net investment income end of period $(3,651,067) $(4,252,047) 
Shares   
Sold 296,518,169 208,925,720 
Issued in reinvestment of distributions 4,672,632 8,414,508 
Redeemed (99,779,447) (280,149,151) 
Net increase (decrease) 201,411,354 (62,808,923) 

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


Financial Highlights — Strategic Advisers Short Duration Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $10.01 $10.07 $10.10 $10.09 $10.06 $10.00 
Income from Investment Operations       
Net investment income (loss)B .064 .115 .095 .077 .087 .035 
Net realized and unrealized gain (loss) .009 (.051) (.028) .020 .040 .051 
Total from investment operations .073 .064 .067 .097 .127 .086 
Distributions from net investment income (.063) (.118) (.093) (.079) (.089) (.026) 
Distributions from net realized gain – (.006) (.004) (.008) (.008) – 
Total distributions (.063) (.124) (.097) (.087) (.097) (.026) 
Net asset value, end of period $10.02 $10.01 $10.07 $10.10 $10.09 $10.06 
Total ReturnC,D .73% .64% .66% .96% 1.27% .86% 
Ratios to Average Net AssetsE,F       
Expenses before reductions .36%G .36% .35% .36% .38% .48%G 
Expenses net of fee waivers, if any .11%G .11% .10% .11% .13% .23%G 
Expenses net of all reductions .11%G .11% .10% .11% .13% .23%G 
Net investment income (loss) 1.27%G 1.15% .94% .76% .87% .79%G 
Supplemental Data       
Net assets, end of period (000 omitted) $8,618,880 $6,593,754 $7,262,264 $5,869,152 $6,225,396 $2,935,591 
Portfolio turnover rateH 33%G 33% 16% 31% 17%I 5%J 

 A For the period December 20, 2011 (commencement of operations) to May 31, 2012.

 B Calculated based on average shares outstanding during the period.

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

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

 E 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.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Annualized

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

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

 J Amount not annualized.


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Short Duration 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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, bank notes, municipal securities, U.S. government and government agency obligations, commercial paper and certificates of deposit 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, collateralized mortgage obligations, 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.

Exchange-Traded Funds (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.

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 November 30, 2016 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

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

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

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.

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, amortization of premium, 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 $21,027,948 
Gross unrealized depreciation (41,818,655) 
Net unrealized appreciation (depreciation) on securities $(20,790,707) 
Tax cost $8,647,945,037 

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 prior fiscal period end and is subject to adjustment.

No expiration  
Short-term $(3,175,514) 
Long-term (10,443,565) 
Total capital loss carryforward $(13,619,079) 

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

3. 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 $2,889,997,705 and $1,061,880,351, 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 .55% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .28% 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. FIAM LLC (an affiliate of the investment adviser) and T. Rowe Price Associates, Inc. each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

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 annualized 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.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

5. Investments in Fidelity Central Funds.

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

The Fidelity Cash Central Funds preservation of capital and current income and is managed by FIMM, an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

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 $8,962 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, 2019. During the period, this waiver reduced the Fund's management fee by $9,568,704.

In addition, the investment adviser has voluntarily agreed to waive a portion of the Fund's management fee. During the period, this waiver reduced the Fund's management fee by $20,186.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $172.

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 10% or more of the total outstanding shares of the following Underlying Funds:

Fidelity Conservative Income Bond Fund 13% 
Fidelity Short-Term Bond Fund 13% 

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds.

Hypothetical Example for Comparison Purposes

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

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Actual .11% $1,000.00 $1,007.30 $.55 
Hypothetical-C  $1,000.00 $1,024.52 $.56 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Short Duration 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 FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)) and T. Rowe Price Associates, Inc. (T. Rowe Price) (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 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

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

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Short Duration Fund


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 ended December 31, 2015. The Board also noted that the fund had out-performed 80% and 75% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. 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 continue to benefit the shareholders of the fund.

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, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2019 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 0.55%. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Short Duration Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2019.

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

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ASD-SANN-0117
1.934461.104


Strategic Advisers® Value Multi-Manager Fund



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 2.9 2.7 
Bank of America Corp. 2.6 1.9 
Exxon Mobil Corp. 2.5 2.8 
Johnson & Johnson 2.5 2.9 
Pfizer, Inc. 2.0 2.2 
Chevron Corp. 1.8 1.5 
Apple, Inc. 1.8 1.8 
Citigroup, Inc. 1.6 1.5 
Intel Corp. 1.5 1.3 
Verizon Communications, Inc. 1.4 1.6 
 20.6  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.3 24.9 
Information Technology 14.3 14.4 
Health Care 14.0 15.1 
Consumer Discretionary 9.0 8.9 
Industrials 9.0 9.5 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016  
   Common Stocks 96.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.7% 


As of May 31, 2016  
   Common Stocks 96.5% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.5% 


Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.3%   
 Shares Value 
CONSUMER DISCRETIONARY - 9.0%   
Auto Components - 0.7%   
BorgWarner, Inc. 160 $5,696 
Gentex Corp. 220 4,068 
Lear Corp. 460 59,575 
The Goodyear Tire & Rubber Co. 1,200 36,828 
  106,167 
Automobiles - 1.1%   
Ford Motor Co. 4,100 49,036 
General Motors Co. 2,670 92,195 
Harley-Davidson, Inc. 640 38,970 
  180,201 
Hotels, Restaurants & Leisure - 0.6%   
Brinker International, Inc. 400 21,244 
Carnival Corp. unit 420 21,592 
Darden Restaurants, Inc. 90 6,597 
Hyatt Hotels Corp. Class A (a) 30 1,540 
Royal Caribbean Cruises Ltd. 60 4,858 
Wyndham Worldwide Corp. 580 41,754 
Yum! Brands, Inc. 100 6,339 
  103,924 
Household Durables - 1.0%   
Garmin Ltd. 80 4,173 
Leggett & Platt, Inc. 100 4,806 
Lennar Corp. Class A 1,945 82,740 
Mohawk Industries, Inc. (a) 60 11,846 
PulteGroup, Inc. 250 4,715 
Toll Brothers, Inc. (a) 40 1,186 
Whirlpool Corp. 360 58,478 
  167,944 
Leisure Products - 0.0%   
Brunswick Corp. 70 3,508 
Media - 3.0%   
CBS Corp. Class B 310 18,823 
Cinemark Holdings, Inc. 80 3,187 
Comcast Corp. Class A 940 65,339 
Discovery Communications, Inc. Class A (a) 110 2,980 
Gannett Co., Inc. 600 5,724 
Interpublic Group of Companies, Inc. 300 7,221 
News Corp. Class A 280 3,237 
Omnicom Group, Inc. 180 15,649 
Scripps Networks Interactive, Inc. Class A 70 4,848 
Tegna, Inc. 1,200 26,916 
The Walt Disney Co. 740 73,349 
Time Warner, Inc. 2,190 201,086 
Twenty-First Century Fox, Inc. Class A 820 23,050 
Viacom, Inc. Class B (non-vtg.) 900 33,732 
  485,141 
Multiline Retail - 1.1%   
Dillard's, Inc. Class A 300 21,453 
Dollar General Corp. 210 16,237 
Kohl's Corp. 930 50,062 
Macy's, Inc. 500 21,100 
Target Corp. 840 64,882 
  173,734 
Specialty Retail - 1.4%   
Best Buy Co., Inc. 1,240 56,668 
CarMax, Inc. (a) 150 8,669 
Dick's Sporting Goods, Inc. 70 4,135 
Foot Locker, Inc. 100 7,167 
Home Depot, Inc. 870 112,578 
Michaels Companies, Inc. (a) 160 3,901 
Penske Automotive Group, Inc. 800 39,928 
  233,046 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 60 6,356 
Ralph Lauren Corp. 50 5,231 
  11,587 
TOTAL CONSUMER DISCRETIONARY  1,465,252 
CONSUMER STAPLES - 5.1%   
Beverages - 0.4%   
The Coca-Cola Co. 1,640 66,174 
Food & Staples Retailing - 1.8%   
Kroger Co. 800 25,840 
Wal-Mart Stores, Inc. 2,360 166,215 
Walgreens Boots Alliance, Inc. 1,205 102,100 
  294,155 
Food Products - 2.2%   
Archer Daniels Midland Co. 2,905 125,583 
Bunge Ltd. 1,010 68,963 
Ingredion, Inc. 250 29,345 
Mondelez International, Inc. 1,815 74,851 
Tyson Foods, Inc. Class A 1,000 56,810 
  355,552 
Personal Products - 0.7%   
Coty, Inc. Class A 1,680 31,433 
Unilever NV (NY Reg.) 1,790 71,296 
  102,729 
TOTAL CONSUMER STAPLES  818,610 
ENERGY - 8.6%   
Energy Equipment& Services - 0.8%   
Baker Hughes, Inc. 320 20,586 
Ensco PLC Class A 700 6,762 
Halliburton Co. 1,495 79,370 
Helmerich & Payne, Inc. 80 6,052 
National Oilwell Varco, Inc. 280 10,461 
Noble Corp. 700 4,354 
Parker Drilling Co. (a) 2,100 4,515 
  132,100 
Oil, Gas & Consumable Fuels - 7.8%   
Chevron Corp. 2,640 294,518 
EQT Corp. 1,065 74,635 
Exxon Mobil Corp. 4,690 409,437 
Hess Corp. 400 22,384 
Marathon Petroleum Corp. 2,000 94,040 
Murphy Oil Corp. 130 4,408 
Occidental Petroleum Corp. 550 39,248 
Phillips 66 Co. 1,920 159,514 
Pioneer Natural Resources Co. 395 75,461 
Valero Energy Corp. 1,520 93,571 
  1,267,216 
TOTAL ENERGY  1,399,316 
FINANCIALS - 26.3%   
Banks - 13.5%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 10,417 64,169 
Bank of America Corp. 19,740 416,909 
BB&T Corp. 1,000 45,250 
BOK Financial Corp. 675 54,216 
Citigroup, Inc. 4,580 258,266 
Citizens Financial Group, Inc. 400 13,404 
Comerica, Inc. 130 8,288 
Commerce Bancshares, Inc. 71 3,892 
Cullen/Frost Bankers, Inc. 650 53,502 
East West Bancorp, Inc. 110 5,267 
Fifth Third Bancorp 2,200 57,244 
First Republic Bank 938 76,822 
Huntington Bancshares, Inc. 2,700 33,642 
Investors Bancorp, Inc. 240 3,250 
JPMorgan Chase & Co. 5,800 464,975 
KeyCorp 1,900 32,889 
M&T Bank Corp. 505 72,690 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 57,840 
Peoples United Financial, Inc. 190 3,557 
PNC Financial Services Group, Inc. 1,070 118,278 
Prosperity Bancshares, Inc. 20 1,323 
Regions Financial Corp. 6,270 84,896 
SunTrust Banks, Inc. 1,780 92,471 
Synovus Financial Corp. 90 3,484 
U.S. Bancorp 1,300 64,506 
Wells Fargo & Co. 1,900 100,548 
  2,191,578 
Capital Markets - 3.5%   
Affiliated Managers Group, Inc. (a) 40 5,924 
Ameriprise Financial, Inc. 1,345 153,612 
Bank of New York Mellon Corp. 810 38,410 
BlackRock, Inc. Class A 120 44,495 
E*TRADE Financial Corp. (a) 210 7,247 
Eaton Vance Corp. (non-vtg.) 90 3,640 
Franklin Resources, Inc. 430 16,882 
Goldman Sachs Group, Inc. 470 103,066 
Invesco Ltd. 310 9,706 
Morgan Stanley 1,930 79,825 
Northern Trust Corp. 170 13,966 
Raymond James Financial, Inc. 110 7,913 
State Street Corp. 700 55,160 
T. Rowe Price Group, Inc. 190 14,071 
The NASDAQ OMX Group, Inc. 120 7,691 
  561,608 
Consumer Finance - 1.9%   
Ally Financial, Inc. 340 6,603 
American Express Co. 750 54,030 
Capital One Financial Corp. 1,290 108,412 
Credit Acceptance Corp. (a) 10 1,918 
Discover Financial Services 1,340 90,812 
Navient Corp. 1,340 23,088 
Santander Consumer U.S.A. Holdings, Inc. (a) 270 3,721 
Synchrony Financial 633 21,876 
  310,460 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 3,566 
Leucadia National Corp. 280 6,166 
Voya Financial, Inc. 50 1,944 
  11,676 
Insurance - 6.9%   
AFLAC, Inc. 910 64,956 
Alleghany Corp. (a) 20 11,359 
Allstate Corp. 1,110 77,611 
American Financial Group, Inc. 650 53,450 
American International Group, Inc. 1,030 65,230 
Arch Capital Group Ltd. (a) 90 7,445 
Assurant, Inc. 460 39,716 
Assured Guaranty Ltd. 30 1,073 
Axis Capital Holdings Ltd. 670 40,877 
Chubb Ltd. 645 82,560 
Cincinnati Financial Corp. 120 9,209 
Everest Re Group Ltd. 240 50,532 
FNF Group 210 6,707 
Hartford Financial Services Group, Inc. 1,700 80,104 
Lincoln National Corp. 1,280 82,048 
Loews Corp. 260 11,609 
Markel Corp. (a) 10 8,983 
MetLife, Inc. 1,640 90,216 
Old Republic International Corp. 90 1,608 
Principal Financial Group, Inc. 220 12,692 
Progressive Corp. 430 14,319 
Prudential Financial, Inc. 1,030 103,618 
Reinsurance Group of America, Inc. 60 7,323 
RenaissanceRe Holdings Ltd. 30 3,917 
The Travelers Companies, Inc. 1,020 115,617 
Torchmark Corp. 250 17,523 
Unum Group 1,180 49,879 
Validus Holdings Ltd. 60 3,260 
W.R. Berkley Corp. 90 5,561 
  1,119,002 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 3,600 36,792 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 2,200 32,032 
TOTAL FINANCIALS  4,263,148 
HEALTH CARE - 14.0%   
Biotechnology - 3.3%   
AbbVie, Inc. 3,485 211,888 
Amgen, Inc. 1,515 218,266 
Biogen, Inc. (a) 170 49,992 
Gilead Sciences, Inc. 300 22,110 
United Therapeutics Corp. (a) 260 32,659 
  534,915 
Health Care Equipment & Supplies - 1.6%   
Baxter International, Inc. 2,255 100,054 
Danaher Corp. 930 72,698 
Medtronic PLC 1,280 93,453 
  266,205 
Health Care Providers & Services - 2.9%   
Aetna, Inc. 690 90,280 
Anthem, Inc. 720 102,622 
Cardinal Health, Inc. 400 28,404 
Cigna Corp. 490 66,023 
Express Scripts Holding Co. (a) 860 65,257 
HCA Holdings, Inc. (a) 790 56,003 
Quest Diagnostics, Inc. 510 44,605 
Universal Health Services, Inc. Class B 70 8,611 
  461,805 
Pharmaceuticals - 6.2%   
Johnson & Johnson 3,580 398,454 
Mallinckrodt PLC (a) 100 5,270 
Merck & Co., Inc. 3,410 208,658 
Novartis AG sponsored ADR 1,040 71,510 
Pfizer, Inc. 10,140 325,900 
  1,009,792 
TOTAL HEALTH CARE  2,272,717 
INDUSTRIALS - 9.0%   
Aerospace & Defense - 2.6%   
BE Aerospace, Inc. 70 4,203 
General Dynamics Corp. 815 142,910 
Hexcel Corp. 70 3,620 
L-3 Communications Holdings, Inc. 60 9,466 
Northrop Grumman Corp. 70 17,476 
Raytheon Co. 100 14,954 
Rockwell Collins, Inc. 100 9,272 
Spirit AeroSystems Holdings, Inc. Class A 100 5,825 
Textron, Inc. 210 9,666 
The Boeing Co. 780 117,437 
Triumph Group, Inc. 700 19,460 
United Technologies Corp. 640 68,941 
  423,230 
Air Freight & Logistics - 0.7%   
FedEx Corp. 400 76,668 
United Parcel Service, Inc. Class B 270 31,298 
  107,966 
Airlines - 0.8%   
Alaska Air Group, Inc. 30 2,468 
American Airlines Group, Inc. 130 6,037 
Delta Air Lines, Inc. 600 28,908 
Southwest Airlines Co. 470 21,907 
United Continental Holdings, Inc. (a) 940 64,813 
  124,133 
Building Products - 0.1%   
Owens Corning 90 4,624 
Tyco International Ltd. 250 11,245 
  15,869 
Commercial Services & Supplies - 0.4%   
Deluxe Corp. 700 47,390 
LSC Communications, Inc. 187 3,860 
R.R. Donnelley & Sons Co. 500 8,695 
  59,945 
Construction & Engineering - 0.3%   
Fluor Corp. 710 37,992 
Jacobs Engineering Group, Inc. (a) 90 5,581 
Quanta Services, Inc. (a) 40 1,349 
  44,922 
Electrical Equipment - 0.3%   
Eaton Corp. PLC 350 23,279 
Emerson Electric Co. 490 27,656 
Hubbell, Inc. Class B 40 4,491 
  55,426 
Industrial Conglomerates - 0.4%   
Carlisle Companies, Inc. 50 5,609 
Honeywell International, Inc. 580 66,085 
  71,694 
Machinery - 2.0%   
AGCO Corp. 570 31,806 
Cummins, Inc. 130 18,431 
Deere & Co. 580 58,116 
Flowserve Corp. 90 4,271 
Ingersoll-Rand PLC 200 14,908 
Oshkosh Corp. 1,400 98,000 
PACCAR, Inc. 270 16,781 
Parker Hannifin Corp. 110 15,282 
Pentair PLC 130 7,470 
Snap-On, Inc. 50 8,360 
Stanley Black & Decker, Inc. 110 13,049 
Timken Co. 200 7,810 
Trinity Industries, Inc. 1,200 33,348 
WABCO Holdings, Inc. (a) 40 3,940 
  331,572 
Professional Services - 0.1%   
Dun & Bradstreet Corp. 20 2,434 
Manpower, Inc. 50 4,271 
Robert Half International, Inc. 30 1,346 
  8,051 
Road & Rail - 1.0%   
AMERCO 20 6,829 
CSX Corp. 720 25,783 
Norfolk Southern Corp. 220 23,421 
Ryder System, Inc. 600 46,980 
Union Pacific Corp. 630 63,838 
  166,851 
Trading Companies & Distributors - 0.3%   
Aircastle Ltd. 1,400 30,072 
United Rentals, Inc. (a) 70 7,078 
W.W. Grainger, Inc. 50 11,529 
  48,679 
TOTAL INDUSTRIALS  1,458,338 
INFORMATION TECHNOLOGY - 14.3%   
Communications Equipment - 1.8%   
Brocade Communications Systems, Inc. 3,400 41,956 
Cisco Systems, Inc. 7,640 227,825 
Harris Corp. 230 23,819 
Juniper Networks, Inc. 100 2,754 
  296,354 
Electronic Equipment & Components - 1.7%   
Arrow Electronics, Inc. (a) 70 4,779 
Avnet, Inc. 150 6,884 
CDW Corp. 120 6,149 
Corning, Inc. 2,910 69,927 
Dell Technologies, Inc. (a) 278 14,890 
Flextronics International Ltd. (a) 2,800 39,872 
Jabil Circuit, Inc. 140 2,961 
Keysight Technologies, Inc. (a) 40 1,473 
TE Connectivity Ltd. 1,000 67,640 
Tech Data Corp. (a) 400 33,948 
Vishay Intertechnology, Inc. 1,300 19,695 
  268,218 
IT Services - 1.7%   
IBM Corp. 1,030 167,087 
PayPal Holdings, Inc. (a) 1,470 57,742 
The Western Union Co. 370 7,781 
Xerox Corp. 4,530 42,356 
  274,966 
Semiconductors & Semiconductor Equipment - 3.4%   
Intel Corp. 7,020 243,594 
KLA-Tencor Corp. 120 9,581 
Lam Research Corp. 90 9,542 
Marvell Technology Group Ltd. 130 1,864 
Microchip Technology, Inc. 1,505 99,601 
Micron Technology, Inc. (a) 780 15,233 
Qorvo, Inc. (a) 100 5,341 
Qualcomm, Inc. 1,080 73,580 
Skyworks Solutions, Inc. 140 10,759 
Texas Instruments, Inc. 1,109 81,988 
  551,083 
Software - 2.6%   
Adobe Systems, Inc. (a) 1,030 105,894 
ANSYS, Inc. (a) 78 7,334 
CA Technologies, Inc. 320 10,227 
Microsoft Corp. 1,710 103,045 
Oracle Corp. 4,340 174,425 
Symantec Corp. 600 14,634 
  415,559 
Technology Hardware, Storage & Peripherals - 3.1%   
Apple, Inc. 2,610 288,457 
Hewlett Packard Enterprise Co. 1,900 45,220 
HP, Inc. 3,210 49,434 
NCR Corp. (a) 1,430 55,413 
Seagate Technology LLC 900 36,090 
Western Digital Corp. 500 31,830 
  506,444 
TOTAL INFORMATION TECHNOLOGY  2,312,624 
MATERIALS - 4.2%   
Chemicals - 2.6%   
Ashland Global Holdings, Inc. 50 5,635 
Celanese Corp. Class A 110 8,725 
CF Industries Holdings, Inc. 500 14,470 
Eastman Chemical Co. 510 38,311 
Huntsman Corp. 1,500 29,220 
LyondellBasell Industries NV Class A 1,090 98,449 
PPG Industries, Inc. 955 91,613 
RPM International, Inc. 100 5,291 
The Dow Chemical Co. 2,285 127,320 
The Mosaic Co. 130 3,692 
Westlake Chemical Corp. 30 1,775 
  424,501 
Construction Materials - 0.7%   
Martin Marietta Materials, Inc. 520 114,114 
Containers & Packaging - 0.6%   
Avery Dennison Corp. 20 1,441 
Bemis Co., Inc. 70 3,505 
Crown Holdings, Inc. (a) 110 5,983 
Graphic Packaging Holding Co. 240 3,017 
International Paper Co. 610 29,719 
Packaging Corp. of America 570 48,313 
Sonoco Products Co. 70 3,789 
WestRock Co. 111 5,683 
  101,450 
Metals & Mining - 0.2%   
Newmont Mining Corp. 140 4,542 
Nucor Corp. 230 14,304 
Reliance Steel & Aluminum Co. 60 4,866 
  23,712 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 19,635 
TOTAL MATERIALS  683,412 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Hospitality Properties Trust (SBI) 1,100 31,895 
Mack-Cali Realty Corp. 1,000 27,050 
Medical Properties Trust, Inc. 1,100 13,112 
  72,057 
TELECOMMUNICATION SERVICES - 2.3%   
Diversified Telecommunication Services - 2.3%   
AT&T, Inc. 3,500 135,205 
Verizon Communications, Inc. 4,600 229,540 
  364,745 
UTILITIES - 3.1%   
Electric Utilities - 1.6%   
American Electric Power Co., Inc. 380 22,439 
Duke Energy Corp. 500 36,885 
Edison International 230 15,817 
Entergy Corp. 740 50,860 
Eversource Energy 230 11,873 
Exelon Corp. 1,910 62,094 
FirstEnergy Corp. 1,100 34,419 
OGE Energy Corp. 150 4,748 
Pinnacle West Capital Corp. 80 5,914 
Xcel Energy, Inc. 360 14,044 
  259,093 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,045 58,917 
Independent Power and Renewable Electricity Producers - 0.4%   
The AES Corp. 5,350 61,258 
Multi-Utilities - 0.7%   
Ameren Corp. 190 9,333 
DTE Energy Co. 140 13,033 
Public Service Enterprise Group, Inc. 2,170 89,643 
SCANA Corp. 110 7,758 
  119,767 
TOTAL UTILITIES  499,035 
TOTAL COMMON STOCKS   
(Cost $11,456,846)  15,609,254 
U.S. Treasury Obligations - 0.3%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.33% to 0.47% 12/1/16 to 3/2/17 (b)   
(Cost $39,987) $40,000 39,987 
Money Market Funds - 4.4%   
 Shares  
Invesco Government & Agency Portfolio Institutional Class 0.29% (c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.26% (c) 712,785 712,785 
TOTAL MONEY MARKET FUNDS   
(Cost $712,795)  712,795 
TOTAL INVESTMENT PORTFOLIO - 101.0%   
(Cost $12,209,628)  16,362,036 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (160,346) 
NET ASSETS - 100%  $16,201,690 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
4 ICE Russell 1000 Value Index Contracts (United States) Dec. 2016 431,120 $16,757 

The face value of futures purchased as a percentage of Net Assets is 2.7%

Legend

 (a) Non-income producing

 (b) 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 $29,999.

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


Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $1,465,252 $1,465,252 $-- $-- 
Consumer Staples 818,610 818,610 -- -- 
Energy 1,399,316 1,399,316 -- -- 
Financials 4,263,148 4,263,148 -- -- 
Health Care 2,272,717 2,272,717 -- -- 
Industrials 1,458,338 1,458,338 -- -- 
Information Technology 2,312,624 2,312,624 -- -- 
Materials 683,412 683,412 -- -- 
Real Estate 72,057 72,057 -- -- 
Telecommunication Services 364,745 364,745 -- -- 
Utilities 499,035 499,035 -- -- 
Other Short-Term Investments  39,987 -- 39,987 -- 
Money Market Funds 712,795 712,795 -- -- 
Total Investments in Securities: $16,362,036 $16,322,049 $39,987 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $16,757 $16,757 $-- $-- 
Total Assets $16,757 $16,757 $-- $-- 
Total Derivative Instruments: $16,757 $16,757 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $16,757 $0 
Total Equity Risk 16,757 
Total Value of Derivatives $16,757 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $12,209,628) 
 $16,362,036 
Cash  10 
Receivable for investments sold  149,505 
Receivable for fund shares sold  6,208 
Dividends receivable  48,326 
Interest receivable  10 
Receivable for daily variation margin for derivative instruments  2,909 
Prepaid expenses  39 
Receivable from investment adviser for expense reductions  4,250 
Other receivables  332 
Total assets  16,573,625 
Liabilities   
Payable for investments purchased $164,808  
Payable for fund shares redeemed 169,337  
Accrued management fee 6,885  
Audit fee payable 23,941  
Distribution and service plan fees payable 24  
Other affiliated payables 1,967  
Other payables and accrued expenses 4,973  
Total liabilities  371,935 
Net Assets  $16,201,690 
Net Assets consist of:   
Paid in capital  $11,660,861 
Undistributed net investment income  124,795 
Accumulated undistributed net realized gain (loss) on investments  246,869 
Net unrealized appreciation (depreciation) on investments  4,169,165 
Net Assets  $16,201,690 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($12,724,577 ÷ 889,321 shares)  $14.31 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,243,938÷ 225,625 shares)  $14.38 
Class L:   
Net Asset Value, offering price and redemption price per share ($117,028 ÷ 8,180 shares)  $14.31 
Class N:   
Net Asset Value, offering price and redemption price per share ($116,147 ÷ 8,128 shares)  $14.29 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $196,184 
Interest  694 
Total income  196,878 
Expenses   
Management fee $41,340  
Transfer agent fees 8,930  
Distribution and service plan fees 146  
Accounting fees and expenses 3,075  
Custodian fees and expenses 5,354  
Independent trustees' fees and expenses 99  
Registration fees 39,271  
Audit 31,972  
Legal 1,347  
Miscellaneous 1,653  
Total expenses before reductions 133,187  
Expense reductions (63,402) 69,785 
Net investment income (loss)  127,093 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 292,613  
Futures contracts 10,590  
Total net realized gain (loss)  303,203 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
925,984  
Futures contracts 9,133  
Total change in net unrealized appreciation (depreciation)  935,117 
Net gain (loss)  1,238,320 
Net increase (decrease) in net assets resulting from operations  $1,365,413 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $127,093 $240,567 
Net realized gain (loss) 303,203 875,882 
Change in net unrealized appreciation (depreciation) 935,117 (1,971,649) 
Net increase (decrease) in net assets resulting from operations 1,365,413 (855,200) 
Distributions to shareholders from net investment income (109,659) (224,106) 
Distributions to shareholders from net realized gain (490,035) (795,712) 
Total distributions (599,694) (1,019,818) 
Share transactions - net increase (decrease) (74,733) (2,808,946) 
Total increase (decrease) in net assets 690,986 (4,683,964) 
Net Assets   
Beginning of period 15,510,704 20,194,668 
End of period $16,201,690 $15,510,704 
Other Information   
Undistributed net investment income end of period $124,795 $107,361 

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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $13.63 $14.83 $14.93 $13.32 $10.65 $10.00 
Income from Investment Operations       
Net investment income (loss)B .11 .18 .16 .14 .17 .08 
Net realized and unrealized gain (loss) 1.10 (.65) 1.23 2.37 2.92 .59 
Total from investment operations 1.21 (.47) 1.39 2.51 3.09 .67 
Distributions from net investment income (.10) (.16) (.15) (.14) (.16) (.02) 
Distributions from net realized gain (.43) (.57) (1.35) (.77) (.26) – 
Total distributions (.53) (.73) (1.49)C (.90)D (.42) (.02) 
Net asset value, end of period $14.31 $13.63 $14.83 $14.93 $13.32 $10.65 
Total ReturnE,F 9.13% (3.12)% 9.78% 19.66% 29.71% 6.71% 
Ratios to Average Net AssetsG       
Expenses before reductions 1.71%H 1.32% 1.25% 1.32% 1.30% 1.62%H 
Expenses net of fee waivers, if any .90%H .97% .97% .97% .97% .97%H 
Expenses net of all reductions .90%H .97% .97% .97% .97% .97%H 
Net investment income (loss) 1.59%H 1.30% 1.08% .97% 1.43% 1.41%H 
Supplemental Data       
Net assets, end of period (000 omitted) $12,725 $12,405 $17,235 $17,565 $15,774 $11,031 
Portfolio turnover rateI 27%H 41% 36% 59% 30% 14%H 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.69 $14.87 $14.96 $13.33 $11.91 
Income from Investment Operations      
Net investment income (loss)B .12 .19 .17 .15 .08 
Net realized and unrealized gain (loss) 1.10 (.64) 1.23 2.38 1.62 
Total from investment operations 1.22 (.45) 1.40 2.53 1.70 
Distributions from net investment income (.10) (.16) (.15) (.14) (.10) 
Distributions from net realized gain (.43) (.57) (1.35) (.77) (.18) 
Total distributions (.53) (.73) (1.49)C (.90)D (.28) 
Net asset value, end of period $14.38 $13.69 $14.87 $14.96 $13.33 
Total ReturnE,F 9.17% (2.97)% 9.83% 19.81% 14.61% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.57%H 1.19% 1.11% 1.26% .98%H 
Expenses net of fee waivers, if any .80%H .87% .87% .87% .87%H 
Expenses net of all reductions .80%H .87% .87% .87% .87%H 
Net investment income (loss) 1.69%H 1.40% 1.18% 1.07% 1.40%H 
Supplemental Data      
Net assets, end of period (000 omitted) $3,244 $2,871 $2,717 $1,535 $287 
Portfolio turnover rateI 27%H 41% 36% 59% 30% 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.63 $14.83 $14.93 $14.03 
Income from Investment Operations     
Net investment income (loss)B .11 .17 .16 .08 
Net realized and unrealized gain (loss) 1.10 (.64) 1.23 1.38 
Total from investment operations 1.21 (.47) 1.39 1.46 
Distributions from net investment income (.10) (.16) (.15) (.08) 
Distributions from net realized gain (.43) (.57) (1.35) (.48) 
Total distributions (.53) (.73) (1.49)C (.56) 
Net asset value, end of period $14.31 $13.63 $14.83 $14.93 
Total ReturnD,E 9.13% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.66%G 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90%G .97% .97% .97%G 
Expenses net of all reductions .90%G .97% .97% .97%G 
Net investment income (loss) 1.59%G 1.29% 1.08% .97%G 
Supplemental Data     
Net assets, end of period (000 omitted) $117 $118 $121 $111 
Portfolio turnover rateH 27%G 41% 36% 59% 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.61 $14.81 $14.92 $14.03 
Income from Investment Operations     
Net investment income (loss)B .09 .14 .12 .06 
Net realized and unrealized gain (loss) 1.11 (.65) 1.23 1.38 
Total from investment operations 1.20 (.51) 1.35 1.44 
Distributions from net investment income (.08) (.12) (.11) (.07) 
Distributions from net realized gain (.43) (.57) (1.35) (.48) 
Total distributions (.52)C (.69) (1.46) (.55) 
Net asset value, end of period $14.29 $13.61 $14.81 $14.92 
Total ReturnD,E 9.03% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.92%G 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15%G 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15%G 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.34%G 1.05% .83% .72%G 
Supplemental Data     
Net assets, end of period (000 omitted) $116 $117 $121 $111 
Portfolio turnover rateH 27%G 41% 36% 59% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.52 per share is comprised of distributions from net investment income of $.083 and distributions from net realized gain of $.432 per share.

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

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

 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 Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

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

2. Significant Accounting Policies.

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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016, is included at the end of the Fund's Schedule of Investments.

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

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. 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 futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation $4,366,447 
Gross unrealized depreciation (243,523) 
Net unrealized appreciation (depreciation) on securities $4,122,924 
Tax cost $12,239,112 

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 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 $10,590 and a change in net unrealized appreciation (depreciation) of $9,133 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 $2,056,459 and $2,631,056, 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 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .52% of the Fund's average net assets.

Sub-Advisers. Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC and LSV Asset Management 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.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Robeco Investment Management, Inc. (d/b/a Boston Partners) have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $146 $146 

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. 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(a) 
Value Multi-Manager $8,812 .14 
Class L 59 .10 
Class N 59 .10 
 $8,930  

 (a) Annualized


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.

Interfund Trades. The Fund may purchase from or sell securities to other under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Value Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2018. 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 
Expense
Limitations 
Reimbursement 
Value Multi-Manager  .90% $ 50,754 
Class F .80%(a) .81%(b) 11,750 
Class L  .90% 450 
Class N  1.15% 448 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Value Multi-Manager $87,696 $189,181 
Class F 20,413 32,578 
Class L 837 1,321 
Class N 713 1,026 
Total $109,659 $224,106 
From net realized gain   
Value Multi-Manager $391,683 $670,943 
Class F 90,912 115,398 
Class L 3,730 4,693 
Class N 3,710 4,678 
Total $490,035 $795,712 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended
November 30, 2016 
Year ended May 31, 2016 Six months ended
November 30, 2016 
Year ended May 31, 2016 
Value Multi-Manager     
Shares sold 65,345 110,604 $890,399 $1,479,116 
Reinvestment of distributions 35,793 63,359 479,379 859,873 
Shares redeemed (122,040) (426,124) (1,637,827) (5,537,796) 
Net increase (decrease) (20,902) (252,161) $(268,049) $(3,198,807) 
Class F     
Shares sold 45,382 82,176 $615,819 $1,120,335 
Reinvestment of distributions 8,271 10,876 111,325 147,976 
Shares redeemed (37,798) (66,013) (521,676) (890,168) 
Net increase (decrease) 15,855 27,039 $205,468 $378,143 
Reinvestment of distributions 341 443 4,567 6,014 
Shares redeemed (795) – (10,607) – 
Net increase (decrease) (454) 443 $(6,040) $6,014 
Reinvestment of distributions 330 420 4,423 5,704 
Shares redeemed (790) – (10,535) – 
Net increase (decrease) (460) 420 $(6,112) $5,704 

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 54% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,091.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class F .80%    
Actual  $1,000.00 $1,091.70 $4.19 
Hypothetical-C  $1,000.00 $1,021.06 $4.05 
Class L .90%    
Actual  $1,000.00 $1,091.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class N 1.15%    
Actual  $1,000.00 $1,090.30 $6.03 
Hypothetical-C  $1,000.00 $1,019.30 $5.82 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Value Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value 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 Aristotle Capital Management LLC (Aristotle), Brandywine Global Investment Management, LLC (Brandywine), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), LSV Asset Management (LSV), and Robeco Investment Management, Inc. (dba Boston Partners) (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 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, Aristotle, Brandywine, FIAM, LSV, and Boston Partners (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Value Multi-Manager Fund


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 for the one- and three-year periods ended December 31, 2015. The Board also noted that Class F had out-performed 57% and 70% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period and lower than its benchmark for the three-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 continue to benefit the shareholders of the fund.

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, as discussed below. The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Value Multi-Manager Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the total expenses of each class of the fund, the Board considered the fund's management fee rate 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 competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparison) that have a similar sales load structure.

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015. The Board considered that, in general, various factors can affect total expenses. The Board also considered an alternative expense comparison analysis compared to a universe of no-load funds (higher 12b-1 fee classes designed specifically for retirement plans). The Board noted that, under this alternative competitive analysis, the total expenses for the retail class and Class L ranked below median. 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 Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that multiple structures are intended to offer a range of pricing options for the intermediary market.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

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

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2d

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Value Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 11,151,835.27 89.860 
Against 662,878.77 5.341 
Abstain 595,609.79 4.799 
TOTAL 12,410,323.83 100.000 

PROPOSAL 4c

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Value Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 11,814,714.04 95.201 
Against 00.00 0.000 
Abstain 595,609.79 4.799 
TOTAL 12,410,323.83 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMV-SANN-0117
1.931578.105


Strategic Advisers® Growth Multi-Manager Fund



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity SAI U.S. Quality Index Fund 5.3 0.0 
Fidelity Blue Chip Growth Fund 5.3 0.0 
Facebook, Inc. Class A 3.7 3.8 
Amazon.com, Inc. 3.6 3.9 
Microsoft Corp. 3.3 2.2 
Apple, Inc. 2.8 3.1 
Alphabet, Inc. Class C 2.1 2.2 
Alphabet, Inc. Class A 2.0 2.4 
Visa, Inc. Class A 1.6 2.7 
Comcast Corp. Class A 1.5 1.6 
 31.2  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 31.1 33.0 
Consumer Discretionary 14.6 18.6 
Health Care 13.3 15.5 
Consumer Staples 8.4 10.1 
Industrials 7.9 8.4 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 83.4% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.0% 


As of May 31, 2016 
   Common Stocks 95.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.3% 


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

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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 83.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 14.6%   
Auto Components - 0.9%   
Lear Corp. 3,002 $388,789 
The Goodyear Tire & Rubber Co. 4,291 131,691 
  520,480 
Automobiles - 0.3%   
Thor Industries, Inc. 1,760 177,003 
Hotels, Restaurants & Leisure - 2.6%   
Brinker International, Inc. 2,031 107,866 
Carnival Corp. unit 4,026 206,977 
Domino's Pizza, Inc. 2,176 365,655 
Marriott International, Inc. Class A 998 78,622 
McDonald's Corp. 274 32,680 
Wyndham Worldwide Corp. 2,131 153,411 
Yum China Holdings, Inc. (a) 4,979 140,009 
Yum! Brands, Inc. 6,161 390,546 
  1,475,766 
Household Durables - 0.6%   
D.R. Horton, Inc. 7,513 208,260 
Mohawk Industries, Inc. (a) 563 111,159 
Tupperware Brands Corp. 724 40,139 
  359,558 
Internet & Direct Marketing Retail - 4.0%   
Amazon.com, Inc. (a) 2,774 2,082,081 
Priceline Group, Inc. (a) 160 240,589 
  2,322,670 
Media - 2.5%   
Charter Communications, Inc. Class A (a) 1,077 296,509 
Comcast Corp. Class A 12,266 852,610 
The Walt Disney Co. 2,870 284,474 
  1,433,593 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,557 137,265 
Specialty Retail - 3.0%   
AutoZone, Inc. (a) 383 299,958 
Dick's Sporting Goods, Inc. 3,145 185,775 
Foot Locker, Inc. 2,888 206,983 
Gap, Inc. 5,062 126,398 
Home Depot, Inc. 4,091 529,375 
Lowe's Companies, Inc. 1,304 91,997 
Ross Stores, Inc. 2,155 145,656 
Urban Outfitters, Inc. (a) 4,032 127,411 
  1,713,553 
Textiles, Apparel & Luxury Goods - 0.5%   
lululemon athletica, Inc. (a) 3,266 186,129 
Michael Kors Holdings Ltd. (a) 2,753 127,987 
  314,116 
TOTAL CONSUMER DISCRETIONARY  8,454,004 
CONSUMER STAPLES - 8.4%   
Beverages - 2.9%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,127 170,335 
Molson Coors Brewing Co. Class B 2,142 209,980 
Monster Beverage Corp. (a) 10,359 463,565 
PepsiCo, Inc. 4,111 411,511 
The Coca-Cola Co. 10,082 406,809 
  1,662,200 
Food & Staples Retailing - 1.2%   
CVS Health Corp. 4,604 354,002 
Sysco Corp. 1,690 89,993 
Wal-Mart Stores, Inc. 3,810 268,338 
  712,333 
Food Products - 2.3%   
Archer Daniels Midland Co. 4,975 215,069 
Danone SA sponsored ADR 29,945 374,073 
Ingredion, Inc. 1,210 142,030 
Mondelez International, Inc. 3,513 144,876 
Pilgrim's Pride Corp. 3,115 54,855 
Pinnacle Foods, Inc. 2,760 136,786 
The J.M. Smucker Co. 1,336 168,269 
Tyson Foods, Inc. Class A 1,976 112,257 
  1,348,215 
Household Products - 0.7%   
Procter & Gamble Co. 4,631 381,872 
Personal Products - 0.5%   
Coty, Inc. Class A 5,928 110,913 
Estee Lauder Companies, Inc. Class A 2,312 179,642 
  290,555 
Tobacco - 0.8%   
Altria Group, Inc. 3,730 238,459 
Philip Morris International, Inc. 1,873 165,348 
Reynolds American, Inc. 835 45,174 
  448,981 
TOTAL CONSUMER STAPLES  4,844,156 
ENERGY - 0.6%   
Energy Equipment & Services - 0.5%   
Schlumberger Ltd. 3,704 311,321 
Oil, Gas & Consumable Fuels - 0.1%   
Parsley Energy, Inc. Class A (a) 1,454 55,470 
TOTAL ENERGY  366,791 
FINANCIALS - 3.0%   
Banks - 0.4%   
Bank of America Corp. 10,783 227,737 
Capital Markets - 1.5%   
Bank of New York Mellon Corp. 5,955 282,386 
FactSet Research Systems, Inc. 1,393 223,117 
Greenhill & Co., Inc. 180 4,986 
SEI Investments Co. 7,207 340,026 
  850,515 
Consumer Finance - 0.6%   
American Express Co. 2,397 172,680 
Discover Financial Services 2,871 194,568 
  367,248 
Insurance - 0.5%   
MetLife, Inc. 3,094 170,201 
Prudential Financial, Inc. 1,437 144,562 
  314,763 
TOTAL FINANCIALS  1,760,263 
HEALTH CARE - 13.3%   
Biotechnology - 4.5%   
AbbVie, Inc. 3,647 221,738 
Alexion Pharmaceuticals, Inc. (a) 283 34,693 
Amgen, Inc. 5,108 735,910 
Biogen, Inc. (a) 734 215,847 
Celgene Corp. (a) 4,486 531,636 
Gilead Sciences, Inc. 7,728 569,554 
Regeneron Pharmaceuticals, Inc. (a) 723 274,191 
  2,583,569 
Health Care Equipment & Supplies - 2.3%   
Edwards Lifesciences Corp. (a) 5,486 454,515 
Hologic, Inc. (a) 4,206 161,006 
Medtronic PLC 2,098 153,175 
Stryker Corp. 978 111,159 
The Cooper Companies, Inc. 1,135 186,696 
Varian Medical Systems, Inc. (a) 3,144 282,426 
  1,348,977 
Health Care Providers & Services - 2.6%   
Aetna, Inc. 1,389 181,737 
Express Scripts Holding Co. (a) 2,645 200,703 
HCA Holdings, Inc. (a) 2,776 196,791 
Laboratory Corp. of America Holdings (a) 1,716 215,959 
McKesson Corp. 738 106,132 
UnitedHealth Group, Inc. 3,675 581,826 
  1,483,148 
Health Care Technology - 0.4%   
Cerner Corp. (a) 4,955 246,660 
Life Sciences Tools & Services - 1.1%   
Thermo Fisher Scientific, Inc. 3,473 486,602 
Waters Corp. (a) 878 118,152 
  604,754 
Pharmaceuticals - 2.4%   
Bristol-Myers Squibb Co. 810 45,716 
Eli Lilly & Co. 5,983 401,579 
Merck & Co., Inc. 6,481 396,572 
Novartis AG sponsored ADR 3,389 233,028 
Novo Nordisk A/S Series B sponsored ADR 9,966 334,858 
  1,411,753 
TOTAL HEALTH CARE  7,678,861 
INDUSTRIALS - 7.9%   
Aerospace & Defense - 2.6%   
General Dynamics Corp. 1,262 221,292 
Lockheed Martin Corp. 610 161,803 
Northrop Grumman Corp. 2,587 645,845 
Orbital ATK, Inc. 643 54,867 
Spirit AeroSystems Holdings, Inc. Class A 1,700 99,025 
Textron, Inc. 3,297 151,761 
United Technologies Corp. 1,788 192,603 
  1,527,196 
Air Freight & Logistics - 1.5%   
Expeditors International of Washington, Inc. 6,949 366,490 
FedEx Corp. 746 142,986 
United Parcel Service, Inc. Class B 2,967 343,935 
  853,411 
Airlines - 0.7%   
Copa Holdings SA Class A 981 87,181 
Delta Air Lines, Inc. 5,143 247,790 
JetBlue Airways Corp. (a) 4,009 80,541 
  415,512 
Building Products - 0.9%   
Lennox International, Inc. 447 66,455 
Owens Corning 8,547 439,145 
  505,600 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 660 119,533 
Machinery - 1.1%   
Deere & Co. 2,989 299,498 
Ingersoll-Rand PLC 3,325 247,846 
Oshkosh Corp. 1,640 114,800 
  662,144 
Road & Rail - 0.3%   
Union Pacific Corp. 1,537 155,744 
Trading Companies & Distributors - 0.6%   
HD Supply Holdings, Inc. (a) 3,097 121,526 
United Rentals, Inc. (a) 2,004 202,624 
  324,150 
TOTAL INDUSTRIALS  4,563,290 
INFORMATION TECHNOLOGY - 31.1%   
Communications Equipment - 1.7%   
Cisco Systems, Inc. 25,336 755,520 
Juniper Networks, Inc. 8,145 224,313 
  979,833 
Internet Software & Services - 9.2%   
Alibaba Group Holding Ltd. sponsored ADR (a) 6,106 574,086 
Alphabet, Inc.:   
Class A (a) 1,487 1,153,734 
Class C (a) 1,626 1,232,573 
Dropbox, Inc. (a)(b) 1,441 18,330 
eBay, Inc. (a) 8,090 224,983 
Facebook, Inc. Class A (a) 17,850 2,113,797 
SurveyMonkey (a)(b) 1,159 13,201 
  5,330,704 
IT Services - 6.1%   
Accenture PLC Class A 2,224 265,612 
Alliance Data Systems Corp. 315 72,066 
Amdocs Ltd. 1,756 103,551 
Automatic Data Processing, Inc. 1,166 111,959 
Cognizant Technology Solutions Corp. Class A (a) 3,761 207,156 
Fiserv, Inc. (a) 2,004 209,658 
FleetCor Technologies, Inc. (a) 2,262 337,807 
Gartner, Inc. (a) 1,484 152,585 
Global Payments, Inc. 4,192 287,362 
IBM Corp. 1,161 188,337 
Leidos Holdings, Inc. 2,285 116,992 
MasterCard, Inc. Class A 2,367 241,907 
Vantiv, Inc. (a) 4,760 268,607 
Visa, Inc. Class A 12,168 940,830 
  3,504,429 
Semiconductors & Semiconductor Equipment - 3.9%   
Analog Devices, Inc. 794 58,947 
Applied Materials, Inc. 11,275 363,055 
Broadcom Ltd. 704 120,025 
Intel Corp. 8,589 298,038 
Lam Research Corp. 2,345 248,617 
NVIDIA Corp. 5,286 487,369 
Qualcomm, Inc. 7,833 533,662 
Texas Instruments, Inc. 1,794 132,630 
  2,242,343 
Software - 7.0%   
Activision Blizzard, Inc. 3,150 115,322 
Adobe Systems, Inc. (a) 2,251 231,425 
Autodesk, Inc. (a) 4,955 359,783 
Electronic Arts, Inc. (a) 6,354 503,491 
Intuit, Inc. 2,306 262,146 
Microsoft Corp. 31,283 1,885,114 
Oracle Corp. 12,795 514,231 
Synopsys, Inc. (a) 3,420 206,842 
  4,078,354 
Technology Hardware, Storage & Peripherals - 3.2%   
Apple, Inc. 14,663 1,620,555 
NCR Corp. (a) 3,962 153,528 
NetApp, Inc. 2,962 108,291 
  1,882,374 
TOTAL INFORMATION TECHNOLOGY  18,018,037 
MATERIALS - 2.7%   
Chemicals - 1.6%   
LyondellBasell Industries NV Class A 5,580 503,986 
Monsanto Co. 2,418 248,353 
Sherwin-Williams Co. 743 199,622 
  951,961 
Containers & Packaging - 0.2%   
Owens-Illinois, Inc. (a) 5,595 102,780 
Metals & Mining - 0.9%   
Newmont Mining Corp. 5,524 179,199 
Steel Dynamics, Inc. 8,891 315,453 
  494,652 
TOTAL MATERIALS  1,549,393 
REAL ESTATE - 0.7%   
Equity Real Estate Investment Trusts (REITs) - 0.6%   
Digital Realty Trust, Inc. 1,110 102,486 
Equity Lifestyle Properties, Inc. 1,087 75,470 
Extra Space Storage, Inc. 785 55,076 
Simon Property Group, Inc. 498 89,466 
  322,498 
Real Estate Management & Development - 0.1%   
Realogy Holdings Corp. 2,382 57,525 
TOTAL REAL ESTATE  380,023 
TELECOMMUNICATION SERVICES - 1.0%   
Diversified Telecommunication Services - 1.0%   
AT&T, Inc. 2,894 111,795 
Verizon Communications, Inc. 8,979 448,052 
  559,847 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 7,199 82,429 
TOTAL COMMON STOCKS   
(Cost $36,639,133)  48,257,094 
Preferred Stocks - 0.0%   
Convertible Preferred Stocks - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b) 144 1,832 
Nonconvertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
Flipkart Series D (a)(b) 365 19,027 
TOTAL PREFERRED STOCKS   
(Cost $9,679)  20,859 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (c) 44,507 3,056,303 
Fidelity SAI U.S. Quality Index Fund(c) 282,596 3,077,467 
TOTAL EQUITY FUNDS   
(Cost $5,819,972)  6,133,770 
 Principal Amount Value 
U.S. Treasury Obligations - 0.5%   
U.S. Treasury Bills, yield at date of purchase 0.28% to 0.32% 12/29/16 to 1/5/17 (d)   
(Cost $269,941) $270,000 269,921 
 Shares  
Money Market Funds - 5.6%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $3,210,822) 3,210,822 3,210,822 
TOTAL INVESTMENT PORTFOLIO - 100.1%   
(Cost $45,949,547)  57,892,466 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  (48,444) 
NET ASSETS - 100%  $57,844,022 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
26 ICE Russell 1000 Growth Index Contracts (United States) Dec. 2016 2,706,340 $22,980 

The face value of futures purchased as a percentage of Net Assets is 4.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $6,079,990.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $52,390 or 0.1% of net assets.

 (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 $132,961.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Dropbox, Inc. 5/1/12 $13,044 
Dropbox, Inc. Series A 5/25/12 $1,303 
Flipkart Series D 10/4/13 $8,376 
SurveyMonkey 11/25/14 $19,066 

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 Blue Chip Growth Fund $-- $2,948,770 $44,250 $4,007 $3,056,303 
Fidelity SAI U.S. Quality Index Fund -- 2,914,718 -- 14,024 3,077,467 
Total $-- $5,863,488 $44,250 $18,031 $6,133,770 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $8,473,031 $8,454,004 $-- $19,027 
Consumer Staples 4,844,156 4,844,156 -- -- 
Energy 366,791 366,791 -- -- 
Financials 1,760,263 1,760,263 -- -- 
Health Care 7,678,861 7,678,861 -- -- 
Industrials 4,563,290 4,563,290 -- -- 
Information Technology 18,019,869 17,986,506 -- 33,363 
Materials 1,549,393 1,549,393 -- -- 
Real Estate 380,023 380,023 -- -- 
Telecommunication Services 559,847 559,847 -- -- 
Utilities 82,429 82,429 -- -- 
Equity Funds 6,133,770 6,133,770 -- -- 
Other Short-Term Investments 269,921 -- 269,921 -- 
Money Market Funds 3,210,822 3,210,822 -- -- 
Total Investments in Securities: $57,892,466 $57,570,155 $269,921 $52,390 
Derivative Instruments:     
Assets     
Futures Contracts $22,980 $22,980 $-- $-- 
Total Assets $22,980 $22,980 $-- $-- 
Total Derivative Instruments: $22,980 $22,980 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $22,980 $0 
Total Equity Risk 22,980 
Total Value of Derivatives $22,980 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $40,129,575) 
$51,758,696  
Affiliated issuers (cost $5,819,972) 6,133,770  
Total Investments (cost $45,949,547)  $57,892,466 
Cash  857 
Receivable for investments sold  174,082 
Receivable for fund shares sold  14,199 
Dividends receivable  73,434 
Prepaid expenses  129 
Other receivables  855 
Total assets  58,156,022 
Liabilities   
Payable for investments purchased $213,989  
Payable for fund shares redeemed 9,890  
Accrued management fee 22,476  
Distribution and service plan fees payable 25  
Payable for daily variation margin for derivative instruments 27,040  
Other affiliated payables 5,832  
Other payables and accrued expenses 32,748  
Total liabilities  312,000 
Net Assets  $57,844,022 
Net Assets consist of:   
Paid in capital  $41,198,242 
Undistributed net investment income  124,347 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  4,555,534 
Net unrealized appreciation (depreciation) on investments  11,965,899 
Net Assets  $57,844,022 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($54,887,728 ÷ 4,247,995 shares)  $12.92 
Class F:   
Net Asset Value, offering price and redemption price per share ($2,717,064 ÷ 210,266 shares)  $12.92 
Class L:   
Net Asset Value, offering price and redemption price per share ($120,068 ÷ 9,299 shares)  $12.91 
Class N:   
Net Asset Value, offering price and redemption price per share ($119,162 ÷ 9,243 shares)  $12.89 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $357,885 
Affiliated issuers  18,031 
Interest  2,883 
Total income  378,799 
Expenses   
Management fee $136,942  
Transfer agent fees 24,691  
Distribution and service plan fees 154  
Accounting fees and expenses 11,548  
Custodian fees and expenses 8,889  
Independent trustees' fees and expenses 368  
Registration fees 38,228  
Audit 31,972  
Legal 1,181  
Miscellaneous 1,882  
Total expenses before reductions 255,855  
Expense reductions (1,427) 254,428 
Net investment income (loss)  124,371 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,197,472  
Affiliated issuers 739  
Foreign currency transactions 227  
Futures contracts 531,605  
Realized gain distributions from underlying funds:   
Affiliated issuers 47,557  
Total net realized gain (loss)  4,777,600 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(2,923,844)  
Assets and liabilities in foreign currencies (95)  
Futures contracts (55,692)  
Total change in net unrealized appreciation (depreciation)  (2,979,631) 
Net gain (loss)  1,797,969 
Net increase (decrease) in net assets resulting from operations  $1,922,340 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $124,371 $292,540 
Net realized gain (loss) 4,777,600 4,083,861 
Change in net unrealized appreciation (depreciation) (2,979,631) (4,809,668) 
Net increase (decrease) in net assets resulting from operations 1,922,340 (433,267) 
Distributions to shareholders from net investment income (152,285) (250,913) 
Distributions to shareholders from net realized gain (2,865,448) (3,437,178) 
Total distributions (3,017,733) (3,688,091) 
Share transactions - net increase (decrease) 295,865 (2,366,614) 
Total increase (decrease) in net assets (799,528) (6,487,972) 
Net Assets   
Beginning of period 58,643,550 65,131,522 
End of period $57,844,022 $58,643,550 
Other Information   
Undistributed net investment income end of period $124,347 $152,261 

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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $10.47 $10.00 
Income from Investment Operations       
Net investment income (loss)B .03 .06 .05 .08 .07 .02 
Net realized and unrealized gain (loss) .40C (.16) 1.71 2.74 2.22 .46 
Total from investment operations .43 (.10) 1.76 2.82 2.29 .48 
Distributions from net investment income (.03) (.05) (.06) (.07) (.06) (.01) 
Distributions from net realized gain (.64) (.72) (2.38) (.73) – – 
Total distributions (.68)D (.77) (2.45)E (.79)F (.06) (.01) 
Net asset value, end of period $12.92 $13.17 $14.04 $14.73 $12.70 $10.47 
Total ReturnG,H 3.30%C (.66)% 13.15% 22.94% 21.97% 4.83% 
Ratios to Average Net AssetsI       
Expenses before reductions .86%J .82% .84% .83% .87% .91%J 
Expenses net of fee waivers, if any .86%J .82% .84% .80% .87% .91%J 
Expenses net of all reductions .86%J .82% .84% .80% .87% .91%J 
Net investment income (loss) .41%J .46% .39% .55% .60% .32%J 
Supplemental Data       
Net assets, end of period (000 omitted) $54,888 $55,948 $62,615 $65,731 $64,621 $52,717 
Portfolio turnover rateK 78%J 46% 46% 51% 65% 50%J 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.24%.

 D Total distributions of $.68 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $.644 per share.

 E Total distributions of $2.45 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $2.384 per share.

 F Total distributions of $.79 per share is comprised of distributions from net investment income of $.065 and distributions from net realized gain of $.729 per share.

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

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

 I 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.

 J Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $11.31 
Income from Investment Operations      
Net investment income (loss)B .03 .07 .07 .09 .03 
Net realized and unrealized gain (loss) .40C (.15) 1.70 2.75 1.41 
Total from investment operations .43 (.08) 1.77 2.84 1.44 
Distributions from net investment income (.04) (.07) (.08) (.08) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.73) – 
Total distributions (.68) (.79) (2.46) (.81) (.05) 
Net asset value, end of period $12.92 $13.17 $14.04 $14.73 $12.70 
Total ReturnD,E 3.35%C (.56)% 13.27% 23.05% 12.82% 
Ratios to Average Net AssetsF      
Expenses before reductions .78%G .72% .74% .74% .72%G 
Expenses net of fee waivers, if any .74%G .72% .74% .69% .72%G 
Expenses net of all reductions .74%G .72% .74% .69% .72%G 
Net investment income (loss) .54%G .55% .48% .66% .64%G 
Supplemental Data      
Net assets, end of period (000 omitted) $2,717 $2,451 $2,269 $1,286 $256 
Portfolio turnover rateH 78%G 46% 46% 51% 65% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.29%.

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

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

 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 Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.16 $14.03 $14.72 $13.96 
Income from Investment Operations     
Net investment income (loss)B .03 .06 .05 .05 
Net realized and unrealized gain (loss) .40C (.15) 1.71 1.22 
Total from investment operations .43 (.09) 1.76 1.27 
Distributions from net investment income (.04) (.05) (.07) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.46) 
Total distributions (.68) (.78)D (2.45) (.51) 
Net asset value, end of period $12.91 $13.16 $14.03 $14.72 
Total ReturnE,F 3.31%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG     
Expenses before reductions .86%H .82% .84% .85%H 
Expenses net of fee waivers, if any .86%H .82% .84% .85%H 
Expenses net of all reductions .86%H .82% .84% .85%H 
Net investment income (loss) .42%H .46% .39% .58%H 
Supplemental Data     
Net assets, end of period (000 omitted) $120 $123 $124 $109 
Portfolio turnover rateI 78%H 46% 46% 51% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.25%.

 D Total distributions of $.78 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.722 per share.

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.15 $14.01 $14.71 $13.96 
Income from Investment Operations     
Net investment income (loss)B .01 .03 .02 .03 
Net realized and unrealized gain (loss) .40C (.15) 1.70 1.23 
Total from investment operations .41 (.12) 1.72 1.26 
Distributions from net investment income (.02) (.02) (.03) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.46) 
Total distributions (.67)D (.74) (2.42)E (.51) 
Net asset value, end of period $12.89 $13.15 $14.01 $14.71 
Total ReturnF,G 3.14%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsH     
Expenses before reductions 1.11%I 1.07% 1.09% 1.10%I 
Expenses net of fee waivers, if any 1.11%I 1.07% 1.09% 1.10%I 
Expenses net of all reductions 1.11%I 1.06% 1.09% 1.10%I 
Net investment income (loss) .17%I .21% .14% .32%I 
Supplemental Data     
Net assets, end of period (000 omitted) $119 $122 $123 $109 
Portfolio turnover rateJ 78%I 46% 46% 51% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.08%.

 D Total distributions of $.67 per share is comprised of distributions from net investment income of $.022 and distributions from net realized gain of $.644 per share.

 E Total distributions of $2.42 per share is comprised of distributions from net investment income of $.031 and distributions from net realized gain of $2.384 per share.

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

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

 H 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.

 I Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Growth Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund offers Growth 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016 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, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. 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, market discount, deferred trustees compensation, security level mergers and exchanges 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 $13,033,186 
Gross unrealized depreciation (1,207,531) 
Net unrealized appreciation (depreciation) on securities $11,825,655 
Tax cost $46,066,811 

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

3. Derivative Instruments.

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

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

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.

During the period the Fund recognized net realized gain (loss) of $531,605 and a change in net unrealized appreciation (depreciation) of $(55,692) 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 $20,634,109 and $23,335,989, 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 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .46% of the Fund's average net assets.

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc. and Waddell & Reed Investment Management Co. (Waddell & Reed)(through June 28, 2016) 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.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Waddell & Reed have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $154 $154 

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. 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(a) 
Growth Multi-Manager $24,585 .09 
Class L 53 .09 
Class N 53 .09 
 $24,691  

 (a) Annualized


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 $2 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund $37,297 for an operational error which is included in Net Realized Gain (Loss) in the accompanying Statement of Operations.

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 $93 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 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 
Expense
Limitations 
Reimbursement 
Class F .80%(a) .81%(b) $455 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


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 $972 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Growth Multi-Manager $144,377 $238,634 
Class F 7,377 11,626 
Class L 327 475 
Class N 204 178 
Total $152,285 $250,913 
From net realized gain   
Growth Multi-Manager $2,734,677 $3,295,885 
Class F 118,776 128,412 
Class L 6,013 6,450 
Class N 5,982 6,431 
Total $2,865,448 $3,437,178 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended November 30, 2016 Year ended May 31, 2016 Six months ended November 30, 2016 Year ended May 31, 2016 
Growth Multi-Manager     
Shares sold 31,848 156,433 $410,611 $2,082,156 
Reinvestment of distributions 225,102 265,932 2,879,054 3,534,519 
Shares redeemed (256,559) (635,319) (3,303,091) (8,317,006) 
Net increase (decrease) 391 (212,954) $(13,426) $(2,700,331) 
Class F     
Shares sold 40,170 73,922 $520,063 $973,407 
Reinvestment of distributions 9,863 10,546 126,153 140,038 
Shares redeemed (25,823) (60,042) (335,764) (793,262) 
Net increase (decrease) 24,210 24,426 $310,452 $320,183 
Class L     
Reinvestment of distributions 496 522 $6,340 $6,925 
Shares redeemed (534) – (6,870) – 
Net increase (decrease) (38) 522 $(530) $6,925 
Class N     
Reinvestment of distributions 484 498 $6,186 $6,609 
Shares redeemed (531) – (6,817) – 
Net increase (decrease) (47) 498 $(631) $6,609 

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 91% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Multi-Manager .86%    
Actual  $1,000.00 $1,033.00 $4.38 
Hypothetical-C  $1,000.00 $1,020.76 $4.36 
Class F .74%    
Actual  $1,000.00 $1,033.50 $3.77 
Hypothetical-C  $1,000.00 $1,021.36 $3.75 
Class L .86%    
Actual  $1,000.00 $1,033.10 $4.38 
Hypothetical-C  $1,000.00 $1,020.76 $4.36 
Class N 1.11%    
Actual  $1,000.00 $1,031.40 $5.65 
Hypothetical-C  $1,000.00 $1,019.50 $5.62 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Growth Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth 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 ClariVest Asset Management LLC (ClariVest), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), Loomis Sayles & Company, L.P. (Loomis Sayles), Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management Inc. (MSIM), and Waddell & Reed Investment Management Company (WRIMCO) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, ClariVest, FIAM, Loomis Sayles, MFS, MSIM, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Growth Multi-Manager Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class was in the second quartile for the one- and three-year periods ended December 31, 2015. The Board also noted that the retail class had out-performed 56% and 66% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Growth Multi-Manager Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the total expenses of each class of the fund, the Board considered the fund's management fee rate 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 competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparison) that have a similar sales load structure.

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 12-month period ended December 31, 2015. 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. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that multiple structures are intended to offer a range of pricing options for the intermediary market.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

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

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2c

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Growth Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 58,743,710.84 100.000 
Against 0.00 0.000 
Abstain 0.00 0.000 
TOTAL 58,743,710.84 100.000 

PROPOSAL 4b

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Growth Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 58,743,710.84 100.000 
Against 0.00 0.000 
Abstain 0.00 0.000 
TOTAL 58,743,710.84 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

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MMG-SANN-0117
1.931556.105


Strategic Advisers® Growth Multi-Manager Fund
Class L and Class N



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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.

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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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity SAI U.S. Quality Index Fund 5.3 0.0 
Fidelity Blue Chip Growth Fund 5.3 0.0 
Facebook, Inc. Class A 3.7 3.8 
Amazon.com, Inc. 3.6 3.9 
Microsoft Corp. 3.3 2.2 
Apple, Inc. 2.8 3.1 
Alphabet, Inc. Class C 2.1 2.2 
Alphabet, Inc. Class A 2.0 2.4 
Visa, Inc. Class A 1.6 2.7 
Comcast Corp. Class A 1.5 1.6 
 31.2  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 31.1 33.0 
Consumer Discretionary 14.6 18.6 
Health Care 13.3 15.5 
Consumer Staples 8.4 10.1 
Industrials 7.9 8.4 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 83.4% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.0% 


As of May 31, 2016 
   Common Stocks 95.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.3% 


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

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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 83.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 14.6%   
Auto Components - 0.9%   
Lear Corp. 3,002 $388,789 
The Goodyear Tire & Rubber Co. 4,291 131,691 
  520,480 
Automobiles - 0.3%   
Thor Industries, Inc. 1,760 177,003 
Hotels, Restaurants & Leisure - 2.6%   
Brinker International, Inc. 2,031 107,866 
Carnival Corp. unit 4,026 206,977 
Domino's Pizza, Inc. 2,176 365,655 
Marriott International, Inc. Class A 998 78,622 
McDonald's Corp. 274 32,680 
Wyndham Worldwide Corp. 2,131 153,411 
Yum China Holdings, Inc. (a) 4,979 140,009 
Yum! Brands, Inc. 6,161 390,546 
  1,475,766 
Household Durables - 0.6%   
D.R. Horton, Inc. 7,513 208,260 
Mohawk Industries, Inc. (a) 563 111,159 
Tupperware Brands Corp. 724 40,139 
  359,558 
Internet & Direct Marketing Retail - 4.0%   
Amazon.com, Inc. (a) 2,774 2,082,081 
Priceline Group, Inc. (a) 160 240,589 
  2,322,670 
Media - 2.5%   
Charter Communications, Inc. Class A (a) 1,077 296,509 
Comcast Corp. Class A 12,266 852,610 
The Walt Disney Co. 2,870 284,474 
  1,433,593 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,557 137,265 
Specialty Retail - 3.0%   
AutoZone, Inc. (a) 383 299,958 
Dick's Sporting Goods, Inc. 3,145 185,775 
Foot Locker, Inc. 2,888 206,983 
Gap, Inc. 5,062 126,398 
Home Depot, Inc. 4,091 529,375 
Lowe's Companies, Inc. 1,304 91,997 
Ross Stores, Inc. 2,155 145,656 
Urban Outfitters, Inc. (a) 4,032 127,411 
  1,713,553 
Textiles, Apparel & Luxury Goods - 0.5%   
lululemon athletica, Inc. (a) 3,266 186,129 
Michael Kors Holdings Ltd. (a) 2,753 127,987 
  314,116 
TOTAL CONSUMER DISCRETIONARY  8,454,004 
CONSUMER STAPLES - 8.4%   
Beverages - 2.9%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,127 170,335 
Molson Coors Brewing Co. Class B 2,142 209,980 
Monster Beverage Corp. (a) 10,359 463,565 
PepsiCo, Inc. 4,111 411,511 
The Coca-Cola Co. 10,082 406,809 
  1,662,200 
Food & Staples Retailing - 1.2%   
CVS Health Corp. 4,604 354,002 
Sysco Corp. 1,690 89,993 
Wal-Mart Stores, Inc. 3,810 268,338 
  712,333 
Food Products - 2.3%   
Archer Daniels Midland Co. 4,975 215,069 
Danone SA sponsored ADR 29,945 374,073 
Ingredion, Inc. 1,210 142,030 
Mondelez International, Inc. 3,513 144,876 
Pilgrim's Pride Corp. 3,115 54,855 
Pinnacle Foods, Inc. 2,760 136,786 
The J.M. Smucker Co. 1,336 168,269 
Tyson Foods, Inc. Class A 1,976 112,257 
  1,348,215 
Household Products - 0.7%   
Procter & Gamble Co. 4,631 381,872 
Personal Products - 0.5%   
Coty, Inc. Class A 5,928 110,913 
Estee Lauder Companies, Inc. Class A 2,312 179,642 
  290,555 
Tobacco - 0.8%   
Altria Group, Inc. 3,730 238,459 
Philip Morris International, Inc. 1,873 165,348 
Reynolds American, Inc. 835 45,174 
  448,981 
TOTAL CONSUMER STAPLES  4,844,156 
ENERGY - 0.6%   
Energy Equipment & Services - 0.5%   
Schlumberger Ltd. 3,704 311,321 
Oil, Gas & Consumable Fuels - 0.1%   
Parsley Energy, Inc. Class A (a) 1,454 55,470 
TOTAL ENERGY  366,791 
FINANCIALS - 3.0%   
Banks - 0.4%   
Bank of America Corp. 10,783 227,737 
Capital Markets - 1.5%   
Bank of New York Mellon Corp. 5,955 282,386 
FactSet Research Systems, Inc. 1,393 223,117 
Greenhill & Co., Inc. 180 4,986 
SEI Investments Co. 7,207 340,026 
  850,515 
Consumer Finance - 0.6%   
American Express Co. 2,397 172,680 
Discover Financial Services 2,871 194,568 
  367,248 
Insurance - 0.5%   
MetLife, Inc. 3,094 170,201 
Prudential Financial, Inc. 1,437 144,562 
  314,763 
TOTAL FINANCIALS  1,760,263 
HEALTH CARE - 13.3%   
Biotechnology - 4.5%   
AbbVie, Inc. 3,647 221,738 
Alexion Pharmaceuticals, Inc. (a) 283 34,693 
Amgen, Inc. 5,108 735,910 
Biogen, Inc. (a) 734 215,847 
Celgene Corp. (a) 4,486 531,636 
Gilead Sciences, Inc. 7,728 569,554 
Regeneron Pharmaceuticals, Inc. (a) 723 274,191 
  2,583,569 
Health Care Equipment & Supplies - 2.3%   
Edwards Lifesciences Corp. (a) 5,486 454,515 
Hologic, Inc. (a) 4,206 161,006 
Medtronic PLC 2,098 153,175 
Stryker Corp. 978 111,159 
The Cooper Companies, Inc. 1,135 186,696 
Varian Medical Systems, Inc. (a) 3,144 282,426 
  1,348,977 
Health Care Providers & Services - 2.6%   
Aetna, Inc. 1,389 181,737 
Express Scripts Holding Co. (a) 2,645 200,703 
HCA Holdings, Inc. (a) 2,776 196,791 
Laboratory Corp. of America Holdings (a) 1,716 215,959 
McKesson Corp. 738 106,132 
UnitedHealth Group, Inc. 3,675 581,826 
  1,483,148 
Health Care Technology - 0.4%   
Cerner Corp. (a) 4,955 246,660 
Life Sciences Tools & Services - 1.1%   
Thermo Fisher Scientific, Inc. 3,473 486,602 
Waters Corp. (a) 878 118,152 
  604,754 
Pharmaceuticals - 2.4%   
Bristol-Myers Squibb Co. 810 45,716 
Eli Lilly & Co. 5,983 401,579 
Merck & Co., Inc. 6,481 396,572 
Novartis AG sponsored ADR 3,389 233,028 
Novo Nordisk A/S Series B sponsored ADR 9,966 334,858 
  1,411,753 
TOTAL HEALTH CARE  7,678,861 
INDUSTRIALS - 7.9%   
Aerospace & Defense - 2.6%   
General Dynamics Corp. 1,262 221,292 
Lockheed Martin Corp. 610 161,803 
Northrop Grumman Corp. 2,587 645,845 
Orbital ATK, Inc. 643 54,867 
Spirit AeroSystems Holdings, Inc. Class A 1,700 99,025 
Textron, Inc. 3,297 151,761 
United Technologies Corp. 1,788 192,603 
  1,527,196 
Air Freight & Logistics - 1.5%   
Expeditors International of Washington, Inc. 6,949 366,490 
FedEx Corp. 746 142,986 
United Parcel Service, Inc. Class B 2,967 343,935 
  853,411 
Airlines - 0.7%   
Copa Holdings SA Class A 981 87,181 
Delta Air Lines, Inc. 5,143 247,790 
JetBlue Airways Corp. (a) 4,009 80,541 
  415,512 
Building Products - 0.9%   
Lennox International, Inc. 447 66,455 
Owens Corning 8,547 439,145 
  505,600 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 660 119,533 
Machinery - 1.1%   
Deere & Co. 2,989 299,498 
Ingersoll-Rand PLC 3,325 247,846 
Oshkosh Corp. 1,640 114,800 
  662,144 
Road & Rail - 0.3%   
Union Pacific Corp. 1,537 155,744 
Trading Companies & Distributors - 0.6%   
HD Supply Holdings, Inc. (a) 3,097 121,526 
United Rentals, Inc. (a) 2,004 202,624 
  324,150 
TOTAL INDUSTRIALS  4,563,290 
INFORMATION TECHNOLOGY - 31.1%   
Communications Equipment - 1.7%   
Cisco Systems, Inc. 25,336 755,520 
Juniper Networks, Inc. 8,145 224,313 
  979,833 
Internet Software & Services - 9.2%   
Alibaba Group Holding Ltd. sponsored ADR (a) 6,106 574,086 
Alphabet, Inc.:   
Class A (a) 1,487 1,153,734 
Class C (a) 1,626 1,232,573 
Dropbox, Inc. (a)(b) 1,441 18,330 
eBay, Inc. (a) 8,090 224,983 
Facebook, Inc. Class A (a) 17,850 2,113,797 
SurveyMonkey (a)(b) 1,159 13,201 
  5,330,704 
IT Services - 6.1%   
Accenture PLC Class A 2,224 265,612 
Alliance Data Systems Corp. 315 72,066 
Amdocs Ltd. 1,756 103,551 
Automatic Data Processing, Inc. 1,166 111,959 
Cognizant Technology Solutions Corp. Class A (a) 3,761 207,156 
Fiserv, Inc. (a) 2,004 209,658 
FleetCor Technologies, Inc. (a) 2,262 337,807 
Gartner, Inc. (a) 1,484 152,585 
Global Payments, Inc. 4,192 287,362 
IBM Corp. 1,161 188,337 
Leidos Holdings, Inc. 2,285 116,992 
MasterCard, Inc. Class A 2,367 241,907 
Vantiv, Inc. (a) 4,760 268,607 
Visa, Inc. Class A 12,168 940,830 
  3,504,429 
Semiconductors & Semiconductor Equipment - 3.9%   
Analog Devices, Inc. 794 58,947 
Applied Materials, Inc. 11,275 363,055 
Broadcom Ltd. 704 120,025 
Intel Corp. 8,589 298,038 
Lam Research Corp. 2,345 248,617 
NVIDIA Corp. 5,286 487,369 
Qualcomm, Inc. 7,833 533,662 
Texas Instruments, Inc. 1,794 132,630 
  2,242,343 
Software - 7.0%   
Activision Blizzard, Inc. 3,150 115,322 
Adobe Systems, Inc. (a) 2,251 231,425 
Autodesk, Inc. (a) 4,955 359,783 
Electronic Arts, Inc. (a) 6,354 503,491 
Intuit, Inc. 2,306 262,146 
Microsoft Corp. 31,283 1,885,114 
Oracle Corp. 12,795 514,231 
Synopsys, Inc. (a) 3,420 206,842 
  4,078,354 
Technology Hardware, Storage & Peripherals - 3.2%   
Apple, Inc. 14,663 1,620,555 
NCR Corp. (a) 3,962 153,528 
NetApp, Inc. 2,962 108,291 
  1,882,374 
TOTAL INFORMATION TECHNOLOGY  18,018,037 
MATERIALS - 2.7%   
Chemicals - 1.6%   
LyondellBasell Industries NV Class A 5,580 503,986 
Monsanto Co. 2,418 248,353 
Sherwin-Williams Co. 743 199,622 
  951,961 
Containers & Packaging - 0.2%   
Owens-Illinois, Inc. (a) 5,595 102,780 
Metals & Mining - 0.9%   
Newmont Mining Corp. 5,524 179,199 
Steel Dynamics, Inc. 8,891 315,453 
  494,652 
TOTAL MATERIALS  1,549,393 
REAL ESTATE - 0.7%   
Equity Real Estate Investment Trusts (REITs) - 0.6%   
Digital Realty Trust, Inc. 1,110 102,486 
Equity Lifestyle Properties, Inc. 1,087 75,470 
Extra Space Storage, Inc. 785 55,076 
Simon Property Group, Inc. 498 89,466 
  322,498 
Real Estate Management & Development - 0.1%   
Realogy Holdings Corp. 2,382 57,525 
TOTAL REAL ESTATE  380,023 
TELECOMMUNICATION SERVICES - 1.0%   
Diversified Telecommunication Services - 1.0%   
AT&T, Inc. 2,894 111,795 
Verizon Communications, Inc. 8,979 448,052 
  559,847 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 7,199 82,429 
TOTAL COMMON STOCKS   
(Cost $36,639,133)  48,257,094 
Preferred Stocks - 0.0%   
Convertible Preferred Stocks - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b) 144 1,832 
Nonconvertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
Flipkart Series D (a)(b) 365 19,027 
TOTAL PREFERRED STOCKS   
(Cost $9,679)  20,859 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (c) 44,507 3,056,303 
Fidelity SAI U.S. Quality Index Fund(c) 282,596 3,077,467 
TOTAL EQUITY FUNDS   
(Cost $5,819,972)  6,133,770 
 Principal Amount Value 
U.S. Treasury Obligations - 0.5%   
U.S. Treasury Bills, yield at date of purchase 0.28% to 0.32% 12/29/16 to 1/5/17 (d)   
(Cost $269,941) $270,000 269,921 
 Shares  
Money Market Funds - 5.6%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $3,210,822) 3,210,822 3,210,822 
TOTAL INVESTMENT PORTFOLIO - 100.1%   
(Cost $45,949,547)  57,892,466 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  (48,444) 
NET ASSETS - 100%  $57,844,022 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
26 ICE Russell 1000 Growth Index Contracts (United States) Dec. 2016 2,706,340 $22,980 

The face value of futures purchased as a percentage of Net Assets is 4.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $6,079,990.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $52,390 or 0.1% of net assets.

 (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 $132,961.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Dropbox, Inc. 5/1/12 $13,044 
Dropbox, Inc. Series A 5/25/12 $1,303 
Flipkart Series D 10/4/13 $8,376 
SurveyMonkey 11/25/14 $19,066 

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 Blue Chip Growth Fund $-- $2,948,770 $44,250 $4,007 $3,056,303 
Fidelity SAI U.S. Quality Index Fund -- 2,914,718 -- 14,024 3,077,467 
Total $-- $5,863,488 $44,250 $18,031 $6,133,770 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $8,473,031 $8,454,004 $-- $19,027 
Consumer Staples 4,844,156 4,844,156 -- -- 
Energy 366,791 366,791 -- -- 
Financials 1,760,263 1,760,263 -- -- 
Health Care 7,678,861 7,678,861 -- -- 
Industrials 4,563,290 4,563,290 -- -- 
Information Technology 18,019,869 17,986,506 -- 33,363 
Materials 1,549,393 1,549,393 -- -- 
Real Estate 380,023 380,023 -- -- 
Telecommunication Services 559,847 559,847 -- -- 
Utilities 82,429 82,429 -- -- 
Equity Funds 6,133,770 6,133,770 -- -- 
Other Short-Term Investments 269,921 -- 269,921 -- 
Money Market Funds 3,210,822 3,210,822 -- -- 
Total Investments in Securities: $57,892,466 $57,570,155 $269,921 $52,390 
Derivative Instruments:     
Assets     
Futures Contracts $22,980 $22,980 $-- $-- 
Total Assets $22,980 $22,980 $-- $-- 
Total Derivative Instruments: $22,980 $22,980 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $22,980 $0 
Total Equity Risk 22,980 
Total Value of Derivatives $22,980 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $40,129,575) 
$51,758,696  
Affiliated issuers (cost $5,819,972) 6,133,770  
Total Investments (cost $45,949,547)  $57,892,466 
Cash  857 
Receivable for investments sold  174,082 
Receivable for fund shares sold  14,199 
Dividends receivable  73,434 
Prepaid expenses  129 
Other receivables  855 
Total assets  58,156,022 
Liabilities   
Payable for investments purchased $213,989  
Payable for fund shares redeemed 9,890  
Accrued management fee 22,476  
Distribution and service plan fees payable 25  
Payable for daily variation margin for derivative instruments 27,040  
Other affiliated payables 5,832  
Other payables and accrued expenses 32,748  
Total liabilities  312,000 
Net Assets  $57,844,022 
Net Assets consist of:   
Paid in capital  $41,198,242 
Undistributed net investment income  124,347 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  4,555,534 
Net unrealized appreciation (depreciation) on investments  11,965,899 
Net Assets  $57,844,022 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($54,887,728 ÷ 4,247,995 shares)  $12.92 
Class F:   
Net Asset Value, offering price and redemption price per share ($2,717,064 ÷ 210,266 shares)  $12.92 
Class L:   
Net Asset Value, offering price and redemption price per share ($120,068 ÷ 9,299 shares)  $12.91 
Class N:   
Net Asset Value, offering price and redemption price per share ($119,162 ÷ 9,243 shares)  $12.89 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $357,885 
Affiliated issuers  18,031 
Interest  2,883 
Total income  378,799 
Expenses   
Management fee $136,942  
Transfer agent fees 24,691  
Distribution and service plan fees 154  
Accounting fees and expenses 11,548  
Custodian fees and expenses 8,889  
Independent trustees' fees and expenses 368  
Registration fees 38,228  
Audit 31,972  
Legal 1,181  
Miscellaneous 1,882  
Total expenses before reductions 255,855  
Expense reductions (1,427) 254,428 
Net investment income (loss)  124,371 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,197,472  
Affiliated issuers 739  
Foreign currency transactions 227  
Futures contracts 531,605  
Realized gain distributions from underlying funds:   
Affiliated issuers 47,557  
Total net realized gain (loss)  4,777,600 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(2,923,844)  
Assets and liabilities in foreign currencies (95)  
Futures contracts (55,692)  
Total change in net unrealized appreciation (depreciation)  (2,979,631) 
Net gain (loss)  1,797,969 
Net increase (decrease) in net assets resulting from operations  $1,922,340 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $124,371 $292,540 
Net realized gain (loss) 4,777,600 4,083,861 
Change in net unrealized appreciation (depreciation) (2,979,631) (4,809,668) 
Net increase (decrease) in net assets resulting from operations 1,922,340 (433,267) 
Distributions to shareholders from net investment income (152,285) (250,913) 
Distributions to shareholders from net realized gain (2,865,448) (3,437,178) 
Total distributions (3,017,733) (3,688,091) 
Share transactions - net increase (decrease) 295,865 (2,366,614) 
Total increase (decrease) in net assets (799,528) (6,487,972) 
Net Assets   
Beginning of period 58,643,550 65,131,522 
End of period $57,844,022 $58,643,550 
Other Information   
Undistributed net investment income end of period $124,347 $152,261 

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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $10.47 $10.00 
Income from Investment Operations       
Net investment income (loss)B .03 .06 .05 .08 .07 .02 
Net realized and unrealized gain (loss) .40C (.16) 1.71 2.74 2.22 .46 
Total from investment operations .43 (.10) 1.76 2.82 2.29 .48 
Distributions from net investment income (.03) (.05) (.06) (.07) (.06) (.01) 
Distributions from net realized gain (.64) (.72) (2.38) (.73) – – 
Total distributions (.68)D (.77) (2.45)E (.79)F (.06) (.01) 
Net asset value, end of period $12.92 $13.17 $14.04 $14.73 $12.70 $10.47 
Total ReturnG,H 3.30%C (.66)% 13.15% 22.94% 21.97% 4.83% 
Ratios to Average Net AssetsI       
Expenses before reductions .86%J .82% .84% .83% .87% .91%J 
Expenses net of fee waivers, if any .86%J .82% .84% .80% .87% .91%J 
Expenses net of all reductions .86%J .82% .84% .80% .87% .91%J 
Net investment income (loss) .41%J .46% .39% .55% .60% .32%J 
Supplemental Data       
Net assets, end of period (000 omitted) $54,888 $55,948 $62,615 $65,731 $64,621 $52,717 
Portfolio turnover rateK 78%J 46% 46% 51% 65% 50%J 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.24%.

 D Total distributions of $.68 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $.644 per share.

 E Total distributions of $2.45 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $2.384 per share.

 F Total distributions of $.79 per share is comprised of distributions from net investment income of $.065 and distributions from net realized gain of $.729 per share.

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

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

 I 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.

 J Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $11.31 
Income from Investment Operations      
Net investment income (loss)B .03 .07 .07 .09 .03 
Net realized and unrealized gain (loss) .40C (.15) 1.70 2.75 1.41 
Total from investment operations .43 (.08) 1.77 2.84 1.44 
Distributions from net investment income (.04) (.07) (.08) (.08) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.73) – 
Total distributions (.68) (.79) (2.46) (.81) (.05) 
Net asset value, end of period $12.92 $13.17 $14.04 $14.73 $12.70 
Total ReturnD,E 3.35%C (.56)% 13.27% 23.05% 12.82% 
Ratios to Average Net AssetsF      
Expenses before reductions .78%G .72% .74% .74% .72%G 
Expenses net of fee waivers, if any .74%G .72% .74% .69% .72%G 
Expenses net of all reductions .74%G .72% .74% .69% .72%G 
Net investment income (loss) .54%G .55% .48% .66% .64%G 
Supplemental Data      
Net assets, end of period (000 omitted) $2,717 $2,451 $2,269 $1,286 $256 
Portfolio turnover rateH 78%G 46% 46% 51% 65% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.29%.

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

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

 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 Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.16 $14.03 $14.72 $13.96 
Income from Investment Operations     
Net investment income (loss)B .03 .06 .05 .05 
Net realized and unrealized gain (loss) .40C (.15) 1.71 1.22 
Total from investment operations .43 (.09) 1.76 1.27 
Distributions from net investment income (.04) (.05) (.07) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.46) 
Total distributions (.68) (.78)D (2.45) (.51) 
Net asset value, end of period $12.91 $13.16 $14.03 $14.72 
Total ReturnE,F 3.31%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG     
Expenses before reductions .86%H .82% .84% .85%H 
Expenses net of fee waivers, if any .86%H .82% .84% .85%H 
Expenses net of all reductions .86%H .82% .84% .85%H 
Net investment income (loss) .42%H .46% .39% .58%H 
Supplemental Data     
Net assets, end of period (000 omitted) $120 $123 $124 $109 
Portfolio turnover rateI 78%H 46% 46% 51% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.25%.

 D Total distributions of $.78 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.722 per share.

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.15 $14.01 $14.71 $13.96 
Income from Investment Operations     
Net investment income (loss)B .01 .03 .02 .03 
Net realized and unrealized gain (loss) .40C (.15) 1.70 1.23 
Total from investment operations .41 (.12) 1.72 1.26 
Distributions from net investment income (.02) (.02) (.03) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.46) 
Total distributions (.67)D (.74) (2.42)E (.51) 
Net asset value, end of period $12.89 $13.15 $14.01 $14.71 
Total ReturnF,G 3.14%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsH     
Expenses before reductions 1.11%I 1.07% 1.09% 1.10%I 
Expenses net of fee waivers, if any 1.11%I 1.07% 1.09% 1.10%I 
Expenses net of all reductions 1.11%I 1.06% 1.09% 1.10%I 
Net investment income (loss) .17%I .21% .14% .32%I 
Supplemental Data     
Net assets, end of period (000 omitted) $119 $122 $123 $109 
Portfolio turnover rateJ 78%I 46% 46% 51% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.08%.

 D Total distributions of $.67 per share is comprised of distributions from net investment income of $.022 and distributions from net realized gain of $.644 per share.

 E Total distributions of $2.42 per share is comprised of distributions from net investment income of $.031 and distributions from net realized gain of $2.384 per share.

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

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

 H 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.

 I Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Growth Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund offers Growth 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016 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, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. 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, market discount, deferred trustees compensation, security level mergers and exchanges 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 $13,033,186 
Gross unrealized depreciation (1,207,531) 
Net unrealized appreciation (depreciation) on securities $11,825,655 
Tax cost $46,066,811 

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

3. Derivative Instruments.

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

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

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.

During the period the Fund recognized net realized gain (loss) of $531,605 and a change in net unrealized appreciation (depreciation) of $(55,692) 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 $20,634,109 and $23,335,989, 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 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .46% of the Fund's average net assets.

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc. and Waddell & Reed Investment Management Co. (Waddell & Reed)(through June 28, 2016) 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.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Waddell & Reed have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $154 $154 

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. 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(a) 
Growth Multi-Manager $24,585 .09 
Class L 53 .09 
Class N 53 .09 
 $24,691  

 (a) Annualized


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 $2 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund $37,297 for an operational error which is included in Net Realized Gain (Loss) in the accompanying Statement of Operations.

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 $93 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 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 
Expense
Limitations 
Reimbursement 
Class F .80%(a) .81%(b) $455 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


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 $972 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Growth Multi-Manager $144,377 $238,634 
Class F 7,377 11,626 
Class L 327 475 
Class N 204 178 
Total $152,285 $250,913 
From net realized gain   
Growth Multi-Manager $2,734,677 $3,295,885 
Class F 118,776 128,412 
Class L 6,013 6,450 
Class N 5,982 6,431 
Total $2,865,448 $3,437,178 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended November 30, 2016 Year ended May 31, 2016 Six months ended November 30, 2016 Year ended May 31, 2016 
Growth Multi-Manager     
Shares sold 31,848 156,433 $410,611 $2,082,156 
Reinvestment of distributions 225,102 265,932 2,879,054 3,534,519 
Shares redeemed (256,559) (635,319) (3,303,091) (8,317,006) 
Net increase (decrease) 391 (212,954) $(13,426) $(2,700,331) 
Class F     
Shares sold 40,170 73,922 $520,063 $973,407 
Reinvestment of distributions 9,863 10,546 126,153 140,038 
Shares redeemed (25,823) (60,042) (335,764) (793,262) 
Net increase (decrease) 24,210 24,426 $310,452 $320,183 
Class L     
Reinvestment of distributions 496 522 $6,340 $6,925 
Shares redeemed (534) – (6,870) – 
Net increase (decrease) (38) 522 $(530) $6,925 
Class N     
Reinvestment of distributions 484 498 $6,186 $6,609 
Shares redeemed (531) – (6,817) – 
Net increase (decrease) (47) 498 $(631) $6,609 

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 91% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Multi-Manager .86%    
Actual  $1,000.00 $1,033.00 $4.38 
Hypothetical-C  $1,000.00 $1,020.76 $4.36 
Class F .74%    
Actual  $1,000.00 $1,033.50 $3.77 
Hypothetical-C  $1,000.00 $1,021.36 $3.75 
Class L .86%    
Actual  $1,000.00 $1,033.10 $4.38 
Hypothetical-C  $1,000.00 $1,020.76 $4.36 
Class N 1.11%    
Actual  $1,000.00 $1,031.40 $5.65 
Hypothetical-C  $1,000.00 $1,019.50 $5.62 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Growth Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth 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 ClariVest Asset Management LLC (ClariVest), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), Loomis Sayles & Company, L.P. (Loomis Sayles), Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management Inc. (MSIM), and Waddell & Reed Investment Management Company (WRIMCO) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, ClariVest, FIAM, Loomis Sayles, MFS, MSIM, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Growth Multi-Manager Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class was in the second quartile for the one- and three-year periods ended December 31, 2015. The Board also noted that the retail class had out-performed 56% and 66% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Growth Multi-Manager Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the total expenses of each class of the fund, the Board considered the fund's management fee rate 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 competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparison) that have a similar sales load structure.

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 12-month period ended December 31, 2015. 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. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that multiple structures are intended to offer a range of pricing options for the intermediary market.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

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

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2c

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Growth Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 58,743,710.84 100.000 
Against 0.00 0.000 
Abstain 0.00 0.000 
TOTAL 58,743,710.84 100.000 

PROPOSAL 4b

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Growth Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 58,743,710.84 100.000 
Against 0.00 0.000 
Abstain 0.00 0.000 
TOTAL 58,743,710.84 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMG-L-MMG-N-SANN-0117
1.9585627.103


Strategic Advisers® Core Multi-Manager Fund



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contract

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Alphabet, Inc. Class C 2.8 3.5 
U.S. Bancorp(a) 2.8 2.4 
Honeywell International, Inc. 2.4 1.7 
Microsoft Corp. 2.2 2.2 
Apple, Inc. 2.1 2.1 
Bank of America Corp.(a) 1.9 1.0 
Pfizer, Inc. 1.7 1.5 
Comcast Corp. Class A 1.7 2.0 
General Electric Co.(a) 1.6 1.1 
PepsiCo, Inc. 1.5 1.6 
 20.7  

 (a) Security or a portion of the security is pledged as collateral for call options written.


Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 20.3 18.8 
Financials 14.3 14.0 
Consumer Discretionary 12.4 11.8 
Health Care 11.3 13.9 
Industrials 11.1 12.8 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 94.4% 
   Sector Funds 0.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.2% 


As of May 31, 2016 
   Common Stocks 93.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.4% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.4%   
Auto Components - 0.2%   
Delphi Automotive PLC 1,622 $103,808 
Automobiles - 0.2%   
General Motors Co. 4,126 142,471 
Hotels, Restaurants & Leisure - 1.0%   
Bloomin' Brands, Inc. 4,495 83,607 
Las Vegas Sands Corp. 217 13,599 
MGM Mirage, Inc. (a) 4,240 121,730 
Red Rock Resorts, Inc. 1,380 31,630 
Royal Caribbean Cruises Ltd. 1,560 126,313 
Starbucks Corp. 3,591 208,170 
Yum! Brands, Inc. 161 10,206 
  595,255 
Household Durables - 0.7%   
D.R. Horton, Inc. 4,150 115,038 
Harman International Industries, Inc. 491 53,701 
Newell Brands, Inc. 3,460 162,655 
PulteGroup, Inc. 1,942 36,626 
Toll Brothers, Inc. (a) 1,193 35,384 
  403,404 
Internet & Direct Marketing Retail - 0.9%   
Amazon.com, Inc. (a) 534 400,804 
Priceline Group, Inc. (a) 62 93,228 
  494,032 
Media - 6.5%   
CBS Corp. Class B 4,045 245,612 
Charter Communications, Inc. Class A (a) 845 232,637 
Comcast Corp. Class A 13,523 939,984 
DISH Network Corp. Class A (a) 2,174 124,896 
Liberty Media Corp. Liberty SiriusXM Class A (a) 3,153 114,454 
MSG Network, Inc. Class A (a) 3,748 76,647 
SKY PLC 8,285 80,960 
The Madison Square Garden Co. (a) 2,325 403,713 
The Walt Disney Co. 3,746 371,304 
Time Warner, Inc. 8,908 817,933 
Twenty-First Century Fox, Inc. Class A 7,461 209,729 
Viacom, Inc. Class B (non-vtg.) 808 30,284 
  3,648,153 
Multiline Retail - 0.3%   
Macy's, Inc. 1,686 71,149 
Target Corp. 1,277 98,635 
  169,784 
Specialty Retail - 2.6%   
AutoZone, Inc. (a) 130 101,813 
Home Depot, Inc. 3,787 490,038 
Lowe's Companies, Inc. 6,868 484,537 
O'Reilly Automotive, Inc. (a) 408 111,996 
TJX Companies, Inc. 3,392 265,729 
  1,454,113 
Textiles, Apparel & Luxury Goods - 0.0%   
NIKE, Inc. Class B 45 2,253 
TOTAL CONSUMER DISCRETIONARY  7,013,273 
CONSUMER STAPLES - 8.5%   
Beverages - 3.5%   
Coca-Cola European Partners PLC 9,005 292,302 
Constellation Brands, Inc. Class A (sub. vtg.) 732 110,634 
Diageo PLC 1,066 26,653 
Molson Coors Brewing Co. Class B 5,708 559,555 
PepsiCo, Inc. 8,705 871,371 
The Coca-Cola Co. 2,359 95,186 
  1,955,701 
Food & Staples Retailing - 1.9%   
Costco Wholesale Corp. 1,287 193,192 
CVS Health Corp. 3,893 299,333 
Kroger Co. 11,336 366,153 
Walgreens Boots Alliance, Inc. 2,148 182,000 
  1,040,678 
Food Products - 1.4%   
Mead Johnson Nutrition Co. Class A 1,133 81,678 
Mondelez International, Inc. 8,124 335,034 
The Hershey Co. 3,769 364,236 
  780,948 
Household Products - 0.7%   
Kimberly-Clark Corp. 1,075 124,281 
Procter & Gamble Co. 3,316 273,437 
  397,718 
Personal Products - 0.0%   
Estee Lauder Companies, Inc. Class A 56 4,351 
Tobacco - 1.0%   
Altria Group, Inc. 4,748 303,540 
Philip Morris International, Inc. 1,120 98,874 
Reynolds American, Inc. 3,443 186,266 
  588,680 
TOTAL CONSUMER STAPLES  4,768,076 
ENERGY - 7.3%   
Energy Equipment & Services - 0.7%   
Baker Hughes, Inc. 183 11,772 
Schlumberger Ltd. 4,896 411,509 
  423,281 
Oil, Gas & Consumable Fuels - 6.6%   
Anadarko Petroleum Corp. 624 43,150 
Apache Corp. 1,133 74,721 
Cheniere Energy, Inc. (a) 1,419 57,980 
Chevron Corp. 3,890 433,968 
Concho Resources, Inc. (a) 1,055 150,886 
ConocoPhillips Co. 2,702 131,101 
Diamondback Energy, Inc. (a) 1,734 187,012 
Enbridge, Inc. 6,293 264,687 
EOG Resources, Inc. 5,372 550,737 
EQT Corp. 2,882 201,971 
Exxon Mobil Corp. 3,457 301,796 
Imperial Oil Ltd. 1,513 51,800 
Kinder Morgan, Inc. 4,106 91,153 
Occidental Petroleum Corp. 2,848 203,233 
Pioneer Natural Resources Co. 1,605 306,619 
Suncor Energy, Inc. 3,761 119,776 
The Williams Companies, Inc. 11,772 361,400 
TransCanada Corp. 1,922 86,320 
Valero Energy Corp. 1,406 86,553 
  3,704,863 
TOTAL ENERGY  4,128,144 
FINANCIALS - 14.3%   
Banks - 9.3%   
Bank of America Corp. (b) 49,834 1,052,494 
Citigroup, Inc. (b) 12,937 729,517 
East West Bancorp, Inc. 1,672 80,055 
JPMorgan Chase & Co. (b) 7,932 635,908 
KeyCorp 8,287 143,448 
PNC Financial Services Group, Inc. 547 60,465 
Standard Chartered PLC (United Kingdom) (a) 795 6,377 
SVB Financial Group (a) 569 89,919 
U.S. Bancorp (b) 32,081 1,591,859 
Wells Fargo & Co. 15,645 827,933 
  5,217,975 
Capital Markets - 2.6%   
Bank of New York Mellon Corp. 3,803 180,338 
Charles Schwab Corp. (b) 8,153 315,195 
Goldman Sachs Group, Inc. 930 203,940 
IntercontinentalExchange, Inc. 2,770 153,458 
Morgan Stanley(b) 8,152 337,167 
S&P Global, Inc. 1,487 176,938 
State Street Corp. 1,412 111,266 
  1,478,302 
Consumer Finance - 0.4%   
Discover Financial Services 3,074 208,325 
Diversified Financial Services - 0.6%   
Berkshire Hathaway, Inc. Class B (a) 2,236 352,036 
Insurance - 1.4%   
American International Group, Inc. 157 9,943 
Aon PLC 840 95,844 
Arthur J. Gallagher & Co. 1,620 81,567 
Chubb Ltd. 1,344 172,032 
Everest Re Group Ltd. 309 65,060 
Hartford Financial Services Group, Inc. 2,624 123,643 
Marsh & McLennan Companies, Inc. 459 31,813 
MetLife, Inc. 4,200 231,042 
  810,944 
TOTAL FINANCIALS  8,067,582 
HEALTH CARE - 11.3%   
Biotechnology - 1.7%   
Alexion Pharmaceuticals, Inc. (a) 834 102,240 
Amgen, Inc. 366 52,730 
Biogen, Inc. (a) 786 231,139 
BioMarin Pharmaceutical, Inc. (a) 715 61,225 
Celgene Corp. (a) 2,038 241,523 
Gilead Sciences, Inc. 1,168 86,082 
Intercept Pharmaceuticals, Inc. (a) 100 10,112 
Regeneron Pharmaceuticals, Inc. (a) 23 8,723 
Vertex Pharmaceuticals, Inc. (a) 2,060 168,117 
  961,891 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 4,747 180,718 
Becton, Dickinson & Co. 24 4,058 
Boston Scientific Corp. (a) 10,610 217,081 
Danaher Corp. 6,417 501,617 
Medtronic PLC 884 64,541 
Zimmer Biomet Holdings, Inc. 2,113 215,230 
  1,183,245 
Health Care Providers & Services - 2.1%   
Aetna, Inc. 2,112 276,334 
Anthem, Inc. 93 13,255 
Cigna Corp. 198 26,679 
Express Scripts Holding Co.(a) 322 24,433 
Humana, Inc. 587 124,820 
McKesson Corp. 389 55,942 
UnitedHealth Group, Inc. 4,188 663,044 
  1,184,507 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 1,401 61,616 
Illumina, Inc. (a) 468 62,310 
  123,926 
Pharmaceuticals - 5.2%   
Allergan PLC 1,355 263,277 
AstraZeneca PLC sponsored ADR 440 11,502 
Bayer AG 31 2,919 
Bristol-Myers Squibb Co. 4,363 246,248 
Eli Lilly & Co. 2,498 167,666 
GlaxoSmithKline PLC sponsored ADR 2,505 94,664 
Johnson & Johnson 2,878 320,321 
Merck & Co., Inc. 1,925 117,791 
Novartis AG sponsored ADR 133 9,145 
Pfizer, Inc. 30,073 966,546 
Sanofi SA 244 19,666 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,523 57,417 
Zoetis, Inc. Class A 12,822 645,972 
  2,923,134 
TOTAL HEALTH CARE  6,376,703 
INDUSTRIALS - 11.1%   
Aerospace & Defense - 2.4%   
General Dynamics Corp. 815 142,910 
Lockheed Martin Corp. 1,482 393,101 
Northrop Grumman Corp. 1,936 483,322 
The Boeing Co. 450 67,752 
United Technologies Corp. 2,314 249,264 
  1,336,349 
Air Freight & Logistics - 0.2%   
FedEx Corp. 199 38,142 
United Parcel Service, Inc. Class B (b) 644 74,652 
  112,794 
Airlines - 0.8%   
Delta Air Lines, Inc. 4,859 234,107 
United Continental Holdings, Inc. (a) 2,619 180,580 
  414,687 
Building Products - 0.5%   
Allegion PLC 1,868 124,988 
Masco Corp. 4,878 154,389 
Tyco International Ltd. 188 8,456 
  287,833 
Electrical Equipment - 1.0%   
Eaton Corp. PLC 2,365 157,296 
Fortive Corp. 7,444 409,346 
  566,642 
Industrial Conglomerates - 4.0%   
General Electric Co. (b) 29,210 898,500 
Honeywell International, Inc. 11,941 1,360,558 
  2,259,058 
Machinery - 0.7%   
Caterpillar, Inc. 79 7,549 
Deere & Co. 288 28,858 
PACCAR, Inc. 1,685 104,723 
Snap-On, Inc. 432 72,230 
Stanley Black & Decker, Inc. 1,591 188,740 
  402,100 
Road & Rail - 1.5%   
Canadian Pacific Railway Ltd. 1,068 163,488 
CSX Corp. 1,723 61,701 
Norfolk Southern Corp. 287 30,554 
Union Pacific Corp. 5,903 598,151 
  853,894 
TOTAL INDUSTRIALS  6,233,357 
INFORMATION TECHNOLOGY - 20.3%   
Communications Equipment - 0.5%   
Cisco Systems, Inc. 10,032 299,154 
Electronic Equipment & Components - 1.4%   
Amphenol Corp. Class A 9,273 632,975 
TE Connectivity Ltd. 2,064 139,609 
  772,584 
Internet Software & Services - 4.7%   
Alphabet, Inc.:   
Class A (a) 164 127,244 
Class C (a) 2,112 1,600,984 
eBay, Inc. (a) 9,322 259,245 
Facebook, Inc. Class A (a) 5,592 662,205 
Velti PLC (a)(c) 976 
  2,649,681 
IT Services - 2.7%   
Accenture PLC Class A 1,853 221,304 
Cognizant Technology Solutions Corp. Class A (a) 437 24,070 
Fidelity National Information Services, Inc. 2,216 171,053 
First Data Corp. Class A (a) 1,218 17,746 
IBM Corp. 1,979 321,033 
MasterCard, Inc. Class A (b) 826 84,417 
PayPal Holdings, Inc. (a) 492 19,326 
Visa, Inc. Class A 8,304 642,065 
  1,501,014 
Semiconductors & Semiconductor Equipment - 5.5%   
Analog Devices, Inc. 10,615 788,058 
Broadcom Ltd. 2,927 499,024 
Intel Corp. 6,283 218,020 
Lam Research Corp. 818 86,724 
Micron Technology, Inc. (a) 3,439 67,164 
NVIDIA Corp. 614 56,611 
NXP Semiconductors NV (a) 833 82,592 
Qualcomm, Inc. 6,322 430,718 
Texas Instruments, Inc. 7,987 590,479 
Xilinx, Inc. 4,979 268,766 
  3,088,156 
Software - 3.2%   
Adobe Systems, Inc. (a) 2,316 238,108 
Microsoft Corp. 20,659 1,244,911 
Oracle Corp. 3,000 120,570 
Salesforce.com, Inc. (a) 200 14,400 
Take-Two Interactive Software, Inc. (a) 2,451 120,663 
Workday, Inc. Class A (a) 1,000 84,320 
  1,822,972 
Technology Hardware, Storage & Peripherals - 2.3%   
Apple, Inc. 10,822 1,196,047 
HP, Inc. 5,968 91,907 
  1,287,954 
TOTAL INFORMATION TECHNOLOGY  11,421,515 
MATERIALS - 3.7%   
Chemicals - 3.4%   
E.I. du Pont de Nemours & Co. 3,467 255,206 
Eastman Chemical Co. 2,573 193,284 
LyondellBasell Industries NV Class A 374 33,780 
Monsanto Co. 5,948 610,919 
PPG Industries, Inc. 70 6,715 
Praxair, Inc. 4,707 566,252 
The Dow Chemical Co. 3,013 167,884 
The Mosaic Co. 2,406 68,330 
  1,902,370 
Containers & Packaging - 0.3%   
Berry Plastics Group, Inc. (a) 1,826 90,880 
Crown Holdings, Inc. (a) 2,165 117,754 
  208,634 
TOTAL MATERIALS  2,111,004 
REAL ESTATE - 1.1%   
Equity Real Estate Investment Trusts (REITs) - 1.1%   
American Tower Corp. 102 10,432 
AvalonBay Communities, Inc. 892 146,725 
Crown Castle International Corp. 3,373 281,511 
Kimco Realty Corp. 4,225 107,907 
MGM Growth Properties LLC 1,442 34,608 
Public Storage 28 5,860 
  587,043 
TELECOMMUNICATION SERVICES - 1.7%   
Diversified Telecommunication Services - 1.6%   
AT&T, Inc. 9,569 369,650 
Verizon Communications, Inc. 10,484 523,152 
  892,802 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (a) 984 53,343 
TOTAL TELECOMMUNICATION SERVICES  946,145 
UTILITIES - 2.7%   
Electric Utilities - 2.4%   
Edison International 1,766 121,448 
Exelon Corp. 1,417 46,067 
Fortis, Inc. 3,890 115,844 
Fortis, Inc. 3,597 107,216 
NextEra Energy, Inc. 4,508 514,949 
PG&E Corp. 1,656 97,373 
PPL Corp. 8,257 276,279 
Xcel Energy, Inc. 2,461 96,004 
  1,375,180 
Multi-Utilities - 0.3%   
Ameren Corp. 1,713 84,143 
CMS Energy Corp. 1,710 68,776 
  152,919 
TOTAL UTILITIES  1,528,099 
TOTAL COMMON STOCKS   
(Cost $41,965,809)  53,180,941 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c)   
(Cost $6,909) 151 5,508 
Equity Funds - 0.4%   
Sector Funds - 0.4%   
iShares NASDAQ Biotechnology Index ETF   
(Cost $197,442) 719 197,056 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.3% to 0.37% 12/22/16 to 2/2/17 (d)   
(Cost $79,964) $80,000 79,959 
 Shares  
Money Market Funds - 4.9%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $2,773,433) 2,773,433 2,773,433 
TOTAL INVESTMENT PORTFOLIO - 99.8%   
(Cost $45,023,557)  56,236,897 
NET OTHER ASSETS (LIABILITIES) - 0.2%  91,211 
NET ASSETS - 100%  $56,328,108 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Bank of America Corp. 1/20/17 - $18.00 14 $336 $(4,550) 
Bank of America Corp. 1/20/17 - $20.00 21 924 (3,297) 
Charles Schwab Corp. 1/20/17 - $35.00 123 (830) 
Citigroup, Inc. 1/20/17 - $50.00 609 (2,063) 
Citigroup, Inc. 1/20/17 - $55.00 132 (885) 
Citigroup, Inc. 2/17/17 - $60.00 238 (247) 
General Electric 1/20/17 - $32.00 186 (138) 
JPMorgan Chase & Co. 1/20/17 - $70.00 1,009 (7,262) 
JPMorgan Chase & Co. 1/20/17 - $85.00 51 (69) 
MasterCard, Inc. Class A 1/20/17 - $105.00 281 (158) 
Morgan Stanley 1/20/17 - $36.00 138 (1,740) 
U.S. Bancorp 1/20/17 - $50.00 111 (285) 
United Parcel Service, Inc. Class B 4/21/17 - $115.00 284 (960) 
TOTAL WRITTEN OPTIONS   $4,422 $(22,484) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
15 CME E-mini S&P 500 Index Contracts (United States) Dec. 2016 1,649,100 $25,577 

The face value of futures purchased as a percentage of Net Assets is 2.9%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,900,088.

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $270,054.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,511 or 0.0% 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 $79,959.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
The Honest Co., Inc. Series D 8/12/15 $6,909 
Velti PLC 4/19/13 $1,464 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $7,018,781 $7,013,273 $-- $5,508 
Consumer Staples 4,768,076 4,741,423 26,653 -- 
Energy 4,128,144 4,128,144 -- -- 
Financials 8,067,582 8,067,582 -- -- 
Health Care 6,376,703 6,354,118 22,585 -- 
Industrials 6,233,357 6,233,357 -- -- 
Information Technology 11,421,515 11,421,512 -- 
Materials 2,111,004 2,111,004 -- -- 
Real Estate 587,043 587,043 -- -- 
Telecommunication Services 946,145 946,145 -- -- 
Utilities 1,528,099 1,528,099 -- -- 
Equity Funds 197,056 197,056 -- -- 
Other Short-Term Investments 79,959 -- 79,959 -- 
Money Market Funds 2,773,433 2,773,433 -- -- 
Total Investments in Securities: $56,236,897 $56,102,189 $129,200 $5,508 
Derivative Instruments:     
Assets     
Futures Contracts $25,577 $25,577 $-- $-- 
Total Assets $25,577 $25,577 $-- $-- 
Liabilities     
Written Options $(22,484) $(22,484) $-- $-- 
Total Liabilities $(22,484) $(22,484) $-- $-- 
Total Derivative Instruments: $3,093 $3,093 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $25,577 $0 
Written Options(b) (22,484) 
Total Equity Risk 25,577 (22,484) 
Total Value of Derivatives $25,577 $(22,484) 

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

 (b) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $45,023,557) 
 $56,236,897 
Receivable for investments sold  1,116,621 
Receivable for fund shares sold  8,201 
Dividends receivable  119,737 
Interest receivable  44 
Prepaid expenses  121 
Receivable from investment adviser for expense reductions  3,140 
Other receivables  3,570 
Total assets  57,488,331 
Liabilities   
Payable for investments purchased $965,972  
Payable for fund shares redeemed 60,600  
Accrued management fee 27,642  
Distribution and service plan fees payable 25  
Payable for daily variation margin for derivative instruments 3,750  
Written options, at value (premium received $4,422) 22,484  
Other affiliated payables 5,845  
Other payables and accrued expenses 73,905  
Total liabilities  1,160,223 
Net Assets  $56,328,108 
Net Assets consist of:   
Paid in capital  $43,217,508 
Undistributed net investment income  248,659 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,641,133 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  11,220,808 
Net Assets  $56,328,108 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($52,831,115 ÷ 4,352,427 shares)  $12.14 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,253,465 ÷ 266,892 shares)  $12.19 
Class L:   
Net Asset Value, offering price and redemption price per share ($122,228 ÷ 10,069 shares)  $12.14 
Class N:   
Net Asset Value, offering price and redemption price per share ($121,300 ÷ 10,008 shares)  $12.12 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $509,193 
Interest  4,406 
Total income  513,599 
Expenses   
Management fee $169,091  
Transfer agent fees 25,842  
Distribution and service plan fees 153  
Accounting fees and expenses 10,948  
Custodian fees and expenses 47,101  
Independent trustees' fees and expenses 349  
Registration fees 38,221  
Audit 31,972  
Legal 4,401  
Miscellaneous 2,024  
Total expenses before reductions 330,102  
Expense reductions (78,050) 252,052 
Net investment income (loss)  261,547 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 2,192,595  
Foreign currency transactions 830  
Futures contracts 182,548  
Written options 434  
Total net realized gain (loss)  2,376,407 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
724,169  
Assets and liabilities in foreign currencies (10)  
Futures contracts (84,130)  
Written options (18,062)  
Total change in net unrealized appreciation (depreciation)  621,967 
Net gain (loss)  2,998,374 
Net increase (decrease) in net assets resulting from operations  $3,259,921 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $261,547 $490,739 
Net realized gain (loss) 2,376,407 3,376,503 
Change in net unrealized appreciation (depreciation) 621,967 (3,873,441) 
Net increase (decrease) in net assets resulting from operations 3,259,921 (6,199) 
Distributions to shareholders from net investment income (187,938) (513,897) 
Distributions to shareholders from net realized gain (2,940,130) (4,359,150) 
Total distributions (3,128,068) (4,873,047) 
Share transactions - net increase (decrease) 732,447 (3,202,704) 
Total increase (decrease) in net assets 864,300 (8,081,950) 
Net Assets   
Beginning of period 55,463,808 63,545,758 
End of period $56,328,108 $55,463,808 
Other Information   
Undistributed net investment income end of period $248,659 $175,050 

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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $12.11 $13.07 $14.28 $13.02 $10.61 $10.00 
Income from Investment Operations       
Net investment income (loss)B .05 .10 .10 .11 .13 .05 
Net realized and unrealized gain (loss) .66 (.04) 1.28 2.27 2.60 .57 
Total from investment operations .71 .06 1.38 2.38 2.73 .62 
Distributions from net investment income (.04) (.11) (.12) (.11) (.12) (.01) 
Distributions from net realized gain (.64) (.91) (2.47) (1.02) (.20) – 
Total distributions (.68) (1.02) (2.59) (1.12)C (.32) (.01) 
Net asset value, end of period $12.14 $12.11 $13.07 $14.28 $13.02 $10.61 
Total ReturnD,E 6.07% .61% 10.70% 19.49% 26.33% 6.24% 
Ratios to Average Net AssetsF       
Expenses before reductions 1.18%G 1.20% 1.14% 1.21% 1.03% 1.10%G 
Expenses net of fee waivers, if any .90%G .97% .97% .97% .97% .97%G 
Expenses net of all reductions .90%G .97% .97% .97% .96% .97%G 
Net investment income (loss) .92%G .84% .78% .80% 1.12% .90%G 
Supplemental Data       
Net assets, end of period (000 omitted) $52,831 $52,330 $60,606 $60,938 $67,623 $53,266 
Portfolio turnover rateH 158%G 143% 151% 134% 95% 77%G 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.12 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $1.015 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.15 $13.10 $14.30 $13.02 $11.62 
Income from Investment Operations      
Net investment income (loss)B .06 .11 .11 .12 .06 
Net realized and unrealized gain (loss) .66 (.04) 1.28 2.28 1.46 
Total from investment operations .72 .07 1.39 2.40 1.52 
Distributions from net investment income (.04) (.11) (.12) (.11) (.08) 
Distributions from net realized gain (.64) (.91) (2.47) (1.02) (.04) 
Total distributions (.68) (1.02) (2.59) (1.12)C (.12) 
Net asset value, end of period $12.19 $12.15 $13.10 $14.30 $13.02 
Total ReturnD,E 6.13% .69% 10.78% 19.66% 13.22% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.08%G 1.10% 1.05% 1.11% .96%G 
Expenses net of fee waivers, if any .80%G .87% .87% .87% .87%G 
Expenses net of all reductions .80%G .87% .87% .87% .86%G 
Net investment income (loss) 1.02%G .93% .88% .90% 1.02%G 
Supplemental Data      
Net assets, end of period (000 omitted) $3,253 $2,891 $2,698 $1,527 $285 
Portfolio turnover rateH 158%G 143% 151% 134% 95% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.12 per share is comprised of distributions from net investment income of $.109 and distributions from net realized gain of $1.015 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.11 $13.07 $14.29 $13.50 
Income from Investment Operations     
Net investment income (loss)B .05 .10 .10 .07 
Net realized and unrealized gain (loss) .66 (.04) 1.27 1.19 
Total from investment operations .71 .06 1.37 1.26 
Distributions from net investment income (.04) (.11) (.12) (.06) 
Distributions from net realized gain (.64) (.91) (2.47) (.41) 
Total distributions (.68) (1.02) (2.59) (.47) 
Net asset value, end of period $12.14 $12.11 $13.07 $14.29 
Total ReturnC,D 6.07% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE     
Expenses before reductions 1.18%F 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90%F .97% .97% .97%F 
Expenses net of all reductions .90%F .97% .97% .97%F 
Net investment income (loss) .92%F .83% .78% .90%F 
Supplemental Data     
Net assets, end of period (000 omitted) $122 $122 $121 $109 
Portfolio turnover rateG 158%F 143% 151% 134% 

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

 B Calculated based on average shares outstanding during the period.

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

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

 E 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 F Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.10 $13.06 $14.27 $13.50 
Income from Investment Operations     
Net investment income (loss)B .04 .07 .07 .05 
Net realized and unrealized gain (loss) .65 (.04) 1.28 1.18 
Total from investment operations .69 .03 1.35 1.23 
Distributions from net investment income (.03) (.08) (.09) (.06) 
Distributions from net realized gain (.64) (.91) (2.47) (.41) 
Total distributions (.67) (.99) (2.56) (.46)C 
Net asset value, end of period $12.12 $12.10 $13.06 $14.27 
Total ReturnD,E 5.88% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.43%G 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15%G 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15%G 1.22% 1.22% 1.22%G 
Net investment income (loss) .68%G .58% .53% .65%G 
Supplemental Data     
Net assets, end of period (000 omitted) $121 $121 $121 $109 
Portfolio turnover rateH 158%G 143% 151% 134% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.46 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.405 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Core Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund offers Core 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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, 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. Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price 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 November 30, 2016 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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. 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), market discount, deferred trustees compensation, partnerships 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 $11,588,534 
Gross unrealized depreciation (781,162) 
Net unrealized appreciation (depreciation) on securities $10,807,372 
Tax cost $45,429,525 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts and options. 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 and exchange-traded options 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.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type Net Realized Gain (Loss) Change in Net Unrealized Appreciation (Depreciation) 
Equity Risk   
Futures Contracts $182,548 $(84,130) 
Written Options 434 (18,062) 
Total Equity Risk $182,982 $(102,192) 

A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options".

The following is a summary of the Fund written options activity:

 Number of Contracts Amount of Premiums 
Outstanding at beginning of period – $– 
Options Opened 90 5,648 
Options Exercised – – 
Options Closed (22) (1,226) 
Options Expired – – 
Outstanding at end of period 68 $4,422 

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $41,972,472 and $43,438,677, 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 1.05% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .60% of the Fund's average net assets.

Sub-Advisers. AllianceBernstein, L.P. (AB), First Eagle Investment Management, LLC, J.P. Morgan Investment Management, Inc. and FIAM LLC (an affiliate of the investment adviser) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC, ClariVest Asset Management LLC, Geode Capital Management, LLC, Loomis Sayles & Company, L.P., LSV Asset Management, Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc., Oppenheimer Funds, Inc., Robeco Investment Management, Inc. (d/b/a Boston Partners), T. Rowe Price Associates, Inc. and Waddell & Reed Investment Management Co. have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $153 $153 

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(a) 
Core Multi-Manager $25,724 .10 
Class L 59 .10 
Class N 59 .10 
 $25,842  

 (a) Annualized


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 $169 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $93 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Core Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2018. 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 
Expense
Limitations 
Reimbursement 
Core Multi-Manager  .90% $73,442 
Class F .80%(a) .81%(b) 4,254 
Class L  .90% 170 
Class N  1.15% 170 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $4.

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 $10 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Core Multi-Manager $177,575 $487,696 
Class F 9,660 24,473 
Class L 413 1,009 
Class N 290 719 
Total $187,938 $513,897 
From net realized gain   
Core Multi-Manager $2,776,231 $4,135,487 
Class F 151,030 206,573 
Class L 6,451 8,557 
Class N 6,418 8,533 
Total $2,940,130 $4,359,150 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended
November 30, 2016 
Year ended May 31, 2016 Six months ended
November 30, 2016 
Year ended May 31, 2016 
Core Multi-Manager     
Shares sold 65,249 96,245 $778,943 $1,129,447 
Reinvestment of distributions 251,388 384,610 2,953,806 4,623,183 
Shares redeemed (285,117) (796,791) (3,342,074) (9,362,604) 
Net increase (decrease) 31,520 (315,936) $390,675 $(3,609,974) 
Class F     
Shares sold 51,950 92,805 $618,556 $1,114,584 
Reinvestment of distributions 13,629 19,171 160,690 231,046 
Shares redeemed (36,521) (80,075) (437,568) (957,178) 
Net increase (decrease) 29,058 31,901 $341,678 $388,452 
Class L     
Reinvestment of distributions 584 796 6,863 9,566 
Shares redeemed (578) – (6,762) – 
Net increase (decrease) 796 $101 $9,566 
Class N     
Reinvestment of distributions 571 769 6,708 9,252 
Shares redeemed (575) – (6,715) – 
Net increase (decrease) (4) 769 $(7) $9,252 

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 90% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,060.70 $4.65 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class F .80%    
Actual  $1,000.00 $1,061.30 $4.13 
Hypothetical-C  $1,000.00 $1,021.06 $4.05 
Class L .90%    
Actual  $1,000.00 $1,060.70 $4.65 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class N 1.15%    
Actual  $1,000.00 $1,058.80 $5.94 
Hypothetical-C  $1,000.00 $1,019.30 $5.82 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contract

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted at an in-person meeting to approve an amendment to the fee schedule in the existing sub-advisory agreement (the Current Sub-Advisory Agreement) with T. Rowe Price Associates, Inc. (T. Rowe Price) for the fund (the Amended Sub-Advisory Agreement), which has the potential to lower the amount of fees paid by Strategic Advisers, Inc. (Strategic Advisers) to T. Rowe Price, on behalf of the fund. The terms of the Amended Sub-Advisory Agreement are identical to those of the Current Sub-Advisory Agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding T. Rowe Price, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting. The Board also considered the information provided by T. Rowe Price in June 2016 in connection with the 2016 annual renewal of the Current Sub-Advisory Agreement.

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

Investment Performance. The Board noted that it considered historical investment performance of T. Rowe Price in managing fund assets in connection with its renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting and that it will consider such information at its September 2016 meeting. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule will not result in any changes to the fund's total management fee or total fund expenses because Strategic Advisers has not allocated any assets of the fund to T. Rowe Price at this time. The Board considered that to the extent Strategic Advisers allocates assets of the fund to T. Rowe Price in the future, the new fee schedule under the Amended Sub-Advisory Agreement would result in lower fees to be paid by Strategic Advisers to T. Rowe Price, on behalf of the fund, compared to the fees that would be paid under the Current Sub-Advisory Agreement. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

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

Possible Economies of Scale. The Board considered that the Amended Sub-Advisory Agreement, like the Current Sub-Advisory Agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to T. Rowe Price as assets allocated to T. Rowe Price grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

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

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve two new investment advisory agreements (the New Sub-Advisory Agreements) with FIAM LLC (FIAM) for the fund to add two new investment mandates to the fund, subject to shareholder approval.

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 each New Sub-Advisory Agreement.

In considering whether to approve each New 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 New Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of each 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandates approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under each New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under each New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under each New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under each New Sub-Advisory Agreement than the investment mandates approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under each New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under each New 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 FIAM and the portfolio managers in managing accounts under similar investment mandates.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing each New 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 FIAM under each New Sub-Advisory Agreement and the impact on total net expenses of the fund, if any, as a result of the New Sub-Advisory Agreements.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets and that each New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of each New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each New 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-Advisory Agreements, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement with respect to one of the new investment mandates provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow. With respect to the other investment mandate, the Board noted that although the fee schedule does not include breakpoints, the fee schedule is the lowest fee schedule offered by FIAM for the investment mandate.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that each New 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 New 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 Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

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

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. The Board also approved an amendment to the sub-advisory agreement with T. Rowe Price, which has the potential to lower the amount of the fees paid by Strategic Advisers to T. Rowe Price, on behalf of the fund. The Board noted that the terms of the amended sub-advisory agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule. The Board also noted that the amended sub-advisory agreements would not result in changes to the nature, extent, and quality of services provided to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreements with FIAM and T. Rowe Price is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended 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 and approve the amended sub-advisory agreements 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, AB, Aristotle, Brandywine, ClariVest, FIAM, First Eagle, JPMorgan, Loomis Sayles, LSV, MFS, MSIM, OppenheimerFunds, Boston Partners, T. Rowe Price, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Core Multi-Manager Fund


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 for the one-year period and the second quartile for the three year period ended December 31, 2015. The Board also noted that Class F out-performed 77% and 59% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board noted that the fund's contractual 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 July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2a

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to FIAM's Sector Managed strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 

PROPOSAL 2b

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 

PROPOSAL 4a

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMC-SANN-0117
1.931545.105


Strategic Advisers® Core Multi-Manager Fund
Class F



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contract

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Alphabet, Inc. Class C 2.8 3.5 
U.S. Bancorp(a) 2.8 2.4 
Honeywell International, Inc. 2.4 1.7 
Microsoft Corp. 2.2 2.2 
Apple, Inc. 2.1 2.1 
Bank of America Corp.(a) 1.9 1.0 
Pfizer, Inc. 1.7 1.5 
Comcast Corp. Class A 1.7 2.0 
General Electric Co.(a) 1.6 1.1 
PepsiCo, Inc. 1.5 1.6 
 20.7  

 (a) Security or a portion of the security is pledged as collateral for call options written.


Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 20.3 18.8 
Financials 14.3 14.0 
Consumer Discretionary 12.4 11.8 
Health Care 11.3 13.9 
Industrials 11.1 12.8 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 94.4% 
   Sector Funds 0.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.2% 


As of May 31, 2016 
   Common Stocks 93.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.4% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.4%   
Auto Components - 0.2%   
Delphi Automotive PLC 1,622 $103,808 
Automobiles - 0.2%   
General Motors Co. 4,126 142,471 
Hotels, Restaurants & Leisure - 1.0%   
Bloomin' Brands, Inc. 4,495 83,607 
Las Vegas Sands Corp. 217 13,599 
MGM Mirage, Inc. (a) 4,240 121,730 
Red Rock Resorts, Inc. 1,380 31,630 
Royal Caribbean Cruises Ltd. 1,560 126,313 
Starbucks Corp. 3,591 208,170 
Yum! Brands, Inc. 161 10,206 
  595,255 
Household Durables - 0.7%   
D.R. Horton, Inc. 4,150 115,038 
Harman International Industries, Inc. 491 53,701 
Newell Brands, Inc. 3,460 162,655 
PulteGroup, Inc. 1,942 36,626 
Toll Brothers, Inc. (a) 1,193 35,384 
  403,404 
Internet & Direct Marketing Retail - 0.9%   
Amazon.com, Inc. (a) 534 400,804 
Priceline Group, Inc. (a) 62 93,228 
  494,032 
Media - 6.5%   
CBS Corp. Class B 4,045 245,612 
Charter Communications, Inc. Class A (a) 845 232,637 
Comcast Corp. Class A 13,523 939,984 
DISH Network Corp. Class A (a) 2,174 124,896 
Liberty Media Corp. Liberty SiriusXM Class A (a) 3,153 114,454 
MSG Network, Inc. Class A (a) 3,748 76,647 
SKY PLC 8,285 80,960 
The Madison Square Garden Co. (a) 2,325 403,713 
The Walt Disney Co. 3,746 371,304 
Time Warner, Inc. 8,908 817,933 
Twenty-First Century Fox, Inc. Class A 7,461 209,729 
Viacom, Inc. Class B (non-vtg.) 808 30,284 
  3,648,153 
Multiline Retail - 0.3%   
Macy's, Inc. 1,686 71,149 
Target Corp. 1,277 98,635 
  169,784 
Specialty Retail - 2.6%   
AutoZone, Inc. (a) 130 101,813 
Home Depot, Inc. 3,787 490,038 
Lowe's Companies, Inc. 6,868 484,537 
O'Reilly Automotive, Inc. (a) 408 111,996 
TJX Companies, Inc. 3,392 265,729 
  1,454,113 
Textiles, Apparel & Luxury Goods - 0.0%   
NIKE, Inc. Class B 45 2,253 
TOTAL CONSUMER DISCRETIONARY  7,013,273 
CONSUMER STAPLES - 8.5%   
Beverages - 3.5%   
Coca-Cola European Partners PLC 9,005 292,302 
Constellation Brands, Inc. Class A (sub. vtg.) 732 110,634 
Diageo PLC 1,066 26,653 
Molson Coors Brewing Co. Class B 5,708 559,555 
PepsiCo, Inc. 8,705 871,371 
The Coca-Cola Co. 2,359 95,186 
  1,955,701 
Food & Staples Retailing - 1.9%   
Costco Wholesale Corp. 1,287 193,192 
CVS Health Corp. 3,893 299,333 
Kroger Co. 11,336 366,153 
Walgreens Boots Alliance, Inc. 2,148 182,000 
  1,040,678 
Food Products - 1.4%   
Mead Johnson Nutrition Co. Class A 1,133 81,678 
Mondelez International, Inc. 8,124 335,034 
The Hershey Co. 3,769 364,236 
  780,948 
Household Products - 0.7%   
Kimberly-Clark Corp. 1,075 124,281 
Procter & Gamble Co. 3,316 273,437 
  397,718 
Personal Products - 0.0%   
Estee Lauder Companies, Inc. Class A 56 4,351 
Tobacco - 1.0%   
Altria Group, Inc. 4,748 303,540 
Philip Morris International, Inc. 1,120 98,874 
Reynolds American, Inc. 3,443 186,266 
  588,680 
TOTAL CONSUMER STAPLES  4,768,076 
ENERGY - 7.3%   
Energy Equipment & Services - 0.7%   
Baker Hughes, Inc. 183 11,772 
Schlumberger Ltd. 4,896 411,509 
  423,281 
Oil, Gas & Consumable Fuels - 6.6%   
Anadarko Petroleum Corp. 624 43,150 
Apache Corp. 1,133 74,721 
Cheniere Energy, Inc. (a) 1,419 57,980 
Chevron Corp. 3,890 433,968 
Concho Resources, Inc. (a) 1,055 150,886 
ConocoPhillips Co. 2,702 131,101 
Diamondback Energy, Inc. (a) 1,734 187,012 
Enbridge, Inc. 6,293 264,687 
EOG Resources, Inc. 5,372 550,737 
EQT Corp. 2,882 201,971 
Exxon Mobil Corp. 3,457 301,796 
Imperial Oil Ltd. 1,513 51,800 
Kinder Morgan, Inc. 4,106 91,153 
Occidental Petroleum Corp. 2,848 203,233 
Pioneer Natural Resources Co. 1,605 306,619 
Suncor Energy, Inc. 3,761 119,776 
The Williams Companies, Inc. 11,772 361,400 
TransCanada Corp. 1,922 86,320 
Valero Energy Corp. 1,406 86,553 
  3,704,863 
TOTAL ENERGY  4,128,144 
FINANCIALS - 14.3%   
Banks - 9.3%   
Bank of America Corp. (b) 49,834 1,052,494 
Citigroup, Inc. (b) 12,937 729,517 
East West Bancorp, Inc. 1,672 80,055 
JPMorgan Chase & Co. (b) 7,932 635,908 
KeyCorp 8,287 143,448 
PNC Financial Services Group, Inc. 547 60,465 
Standard Chartered PLC (United Kingdom) (a) 795 6,377 
SVB Financial Group (a) 569 89,919 
U.S. Bancorp (b) 32,081 1,591,859 
Wells Fargo & Co. 15,645 827,933 
  5,217,975 
Capital Markets - 2.6%   
Bank of New York Mellon Corp. 3,803 180,338 
Charles Schwab Corp. (b) 8,153 315,195 
Goldman Sachs Group, Inc. 930 203,940 
IntercontinentalExchange, Inc. 2,770 153,458 
Morgan Stanley(b) 8,152 337,167 
S&P Global, Inc. 1,487 176,938 
State Street Corp. 1,412 111,266 
  1,478,302 
Consumer Finance - 0.4%   
Discover Financial Services 3,074 208,325 
Diversified Financial Services - 0.6%   
Berkshire Hathaway, Inc. Class B (a) 2,236 352,036 
Insurance - 1.4%   
American International Group, Inc. 157 9,943 
Aon PLC 840 95,844 
Arthur J. Gallagher & Co. 1,620 81,567 
Chubb Ltd. 1,344 172,032 
Everest Re Group Ltd. 309 65,060 
Hartford Financial Services Group, Inc. 2,624 123,643 
Marsh & McLennan Companies, Inc. 459 31,813 
MetLife, Inc. 4,200 231,042 
  810,944 
TOTAL FINANCIALS  8,067,582 
HEALTH CARE - 11.3%   
Biotechnology - 1.7%   
Alexion Pharmaceuticals, Inc. (a) 834 102,240 
Amgen, Inc. 366 52,730 
Biogen, Inc. (a) 786 231,139 
BioMarin Pharmaceutical, Inc. (a) 715 61,225 
Celgene Corp. (a) 2,038 241,523 
Gilead Sciences, Inc. 1,168 86,082 
Intercept Pharmaceuticals, Inc. (a) 100 10,112 
Regeneron Pharmaceuticals, Inc. (a) 23 8,723 
Vertex Pharmaceuticals, Inc. (a) 2,060 168,117 
  961,891 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 4,747 180,718 
Becton, Dickinson & Co. 24 4,058 
Boston Scientific Corp. (a) 10,610 217,081 
Danaher Corp. 6,417 501,617 
Medtronic PLC 884 64,541 
Zimmer Biomet Holdings, Inc. 2,113 215,230 
  1,183,245 
Health Care Providers & Services - 2.1%   
Aetna, Inc. 2,112 276,334 
Anthem, Inc. 93 13,255 
Cigna Corp. 198 26,679 
Express Scripts Holding Co.(a) 322 24,433 
Humana, Inc. 587 124,820 
McKesson Corp. 389 55,942 
UnitedHealth Group, Inc. 4,188 663,044 
  1,184,507 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 1,401 61,616 
Illumina, Inc. (a) 468 62,310 
  123,926 
Pharmaceuticals - 5.2%   
Allergan PLC 1,355 263,277 
AstraZeneca PLC sponsored ADR 440 11,502 
Bayer AG 31 2,919 
Bristol-Myers Squibb Co. 4,363 246,248 
Eli Lilly & Co. 2,498 167,666 
GlaxoSmithKline PLC sponsored ADR 2,505 94,664 
Johnson & Johnson 2,878 320,321 
Merck & Co., Inc. 1,925 117,791 
Novartis AG sponsored ADR 133 9,145 
Pfizer, Inc. 30,073 966,546 
Sanofi SA 244 19,666 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,523 57,417 
Zoetis, Inc. Class A 12,822 645,972 
  2,923,134 
TOTAL HEALTH CARE  6,376,703 
INDUSTRIALS - 11.1%   
Aerospace & Defense - 2.4%   
General Dynamics Corp. 815 142,910 
Lockheed Martin Corp. 1,482 393,101 
Northrop Grumman Corp. 1,936 483,322 
The Boeing Co. 450 67,752 
United Technologies Corp. 2,314 249,264 
  1,336,349 
Air Freight & Logistics - 0.2%   
FedEx Corp. 199 38,142 
United Parcel Service, Inc. Class B (b) 644 74,652 
  112,794 
Airlines - 0.8%   
Delta Air Lines, Inc. 4,859 234,107 
United Continental Holdings, Inc. (a) 2,619 180,580 
  414,687 
Building Products - 0.5%   
Allegion PLC 1,868 124,988 
Masco Corp. 4,878 154,389 
Tyco International Ltd. 188 8,456 
  287,833 
Electrical Equipment - 1.0%   
Eaton Corp. PLC 2,365 157,296 
Fortive Corp. 7,444 409,346 
  566,642 
Industrial Conglomerates - 4.0%   
General Electric Co. (b) 29,210 898,500 
Honeywell International, Inc. 11,941 1,360,558 
  2,259,058 
Machinery - 0.7%   
Caterpillar, Inc. 79 7,549 
Deere & Co. 288 28,858 
PACCAR, Inc. 1,685 104,723 
Snap-On, Inc. 432 72,230 
Stanley Black & Decker, Inc. 1,591 188,740 
  402,100 
Road & Rail - 1.5%   
Canadian Pacific Railway Ltd. 1,068 163,488 
CSX Corp. 1,723 61,701 
Norfolk Southern Corp. 287 30,554 
Union Pacific Corp. 5,903 598,151 
  853,894 
TOTAL INDUSTRIALS  6,233,357 
INFORMATION TECHNOLOGY - 20.3%   
Communications Equipment - 0.5%   
Cisco Systems, Inc. 10,032 299,154 
Electronic Equipment & Components - 1.4%   
Amphenol Corp. Class A 9,273 632,975 
TE Connectivity Ltd. 2,064 139,609 
  772,584 
Internet Software & Services - 4.7%   
Alphabet, Inc.:   
Class A (a) 164 127,244 
Class C (a) 2,112 1,600,984 
eBay, Inc. (a) 9,322 259,245 
Facebook, Inc. Class A (a) 5,592 662,205 
Velti PLC (a)(c) 976 
  2,649,681 
IT Services - 2.7%   
Accenture PLC Class A 1,853 221,304 
Cognizant Technology Solutions Corp. Class A (a) 437 24,070 
Fidelity National Information Services, Inc. 2,216 171,053 
First Data Corp. Class A (a) 1,218 17,746 
IBM Corp. 1,979 321,033 
MasterCard, Inc. Class A (b) 826 84,417 
PayPal Holdings, Inc. (a) 492 19,326 
Visa, Inc. Class A 8,304 642,065 
  1,501,014 
Semiconductors & Semiconductor Equipment - 5.5%   
Analog Devices, Inc. 10,615 788,058 
Broadcom Ltd. 2,927 499,024 
Intel Corp. 6,283 218,020 
Lam Research Corp. 818 86,724 
Micron Technology, Inc. (a) 3,439 67,164 
NVIDIA Corp. 614 56,611 
NXP Semiconductors NV (a) 833 82,592 
Qualcomm, Inc. 6,322 430,718 
Texas Instruments, Inc. 7,987 590,479 
Xilinx, Inc. 4,979 268,766 
  3,088,156 
Software - 3.2%   
Adobe Systems, Inc. (a) 2,316 238,108 
Microsoft Corp. 20,659 1,244,911 
Oracle Corp. 3,000 120,570 
Salesforce.com, Inc. (a) 200 14,400 
Take-Two Interactive Software, Inc. (a) 2,451 120,663 
Workday, Inc. Class A (a) 1,000 84,320 
  1,822,972 
Technology Hardware, Storage & Peripherals - 2.3%   
Apple, Inc. 10,822 1,196,047 
HP, Inc. 5,968 91,907 
  1,287,954 
TOTAL INFORMATION TECHNOLOGY  11,421,515 
MATERIALS - 3.7%   
Chemicals - 3.4%   
E.I. du Pont de Nemours & Co. 3,467 255,206 
Eastman Chemical Co. 2,573 193,284 
LyondellBasell Industries NV Class A 374 33,780 
Monsanto Co. 5,948 610,919 
PPG Industries, Inc. 70 6,715 
Praxair, Inc. 4,707 566,252 
The Dow Chemical Co. 3,013 167,884 
The Mosaic Co. 2,406 68,330 
  1,902,370 
Containers & Packaging - 0.3%   
Berry Plastics Group, Inc. (a) 1,826 90,880 
Crown Holdings, Inc. (a) 2,165 117,754 
  208,634 
TOTAL MATERIALS  2,111,004 
REAL ESTATE - 1.1%   
Equity Real Estate Investment Trusts (REITs) - 1.1%   
American Tower Corp. 102 10,432 
AvalonBay Communities, Inc. 892 146,725 
Crown Castle International Corp. 3,373 281,511 
Kimco Realty Corp. 4,225 107,907 
MGM Growth Properties LLC 1,442 34,608 
Public Storage 28 5,860 
  587,043 
TELECOMMUNICATION SERVICES - 1.7%   
Diversified Telecommunication Services - 1.6%   
AT&T, Inc. 9,569 369,650 
Verizon Communications, Inc. 10,484 523,152 
  892,802 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (a) 984 53,343 
TOTAL TELECOMMUNICATION SERVICES  946,145 
UTILITIES - 2.7%   
Electric Utilities - 2.4%   
Edison International 1,766 121,448 
Exelon Corp. 1,417 46,067 
Fortis, Inc. 3,890 115,844 
Fortis, Inc. 3,597 107,216 
NextEra Energy, Inc. 4,508 514,949 
PG&E Corp. 1,656 97,373 
PPL Corp. 8,257 276,279 
Xcel Energy, Inc. 2,461 96,004 
  1,375,180 
Multi-Utilities - 0.3%   
Ameren Corp. 1,713 84,143 
CMS Energy Corp. 1,710 68,776 
  152,919 
TOTAL UTILITIES  1,528,099 
TOTAL COMMON STOCKS   
(Cost $41,965,809)  53,180,941 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c)   
(Cost $6,909) 151 5,508 
Equity Funds - 0.4%   
Sector Funds - 0.4%   
iShares NASDAQ Biotechnology Index ETF   
(Cost $197,442) 719 197,056 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.3% to 0.37% 12/22/16 to 2/2/17 (d)   
(Cost $79,964) $80,000 79,959 
 Shares  
Money Market Funds - 4.9%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $2,773,433) 2,773,433 2,773,433 
TOTAL INVESTMENT PORTFOLIO - 99.8%   
(Cost $45,023,557)  56,236,897 
NET OTHER ASSETS (LIABILITIES) - 0.2%  91,211 
NET ASSETS - 100%  $56,328,108 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Bank of America Corp. 1/20/17 - $18.00 14 $336 $(4,550) 
Bank of America Corp. 1/20/17 - $20.00 21 924 (3,297) 
Charles Schwab Corp. 1/20/17 - $35.00 123 (830) 
Citigroup, Inc. 1/20/17 - $50.00 609 (2,063) 
Citigroup, Inc. 1/20/17 - $55.00 132 (885) 
Citigroup, Inc. 2/17/17 - $60.00 238 (247) 
General Electric 1/20/17 - $32.00 186 (138) 
JPMorgan Chase & Co. 1/20/17 - $70.00 1,009 (7,262) 
JPMorgan Chase & Co. 1/20/17 - $85.00 51 (69) 
MasterCard, Inc. Class A 1/20/17 - $105.00 281 (158) 
Morgan Stanley 1/20/17 - $36.00 138 (1,740) 
U.S. Bancorp 1/20/17 - $50.00 111 (285) 
United Parcel Service, Inc. Class B 4/21/17 - $115.00 284 (960) 
TOTAL WRITTEN OPTIONS   $4,422 $(22,484) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
15 CME E-mini S&P 500 Index Contracts (United States) Dec. 2016 1,649,100 $25,577 

The face value of futures purchased as a percentage of Net Assets is 2.9%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,900,088.

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $270,054.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,511 or 0.0% 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 $79,959.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
The Honest Co., Inc. Series D 8/12/15 $6,909 
Velti PLC 4/19/13 $1,464 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $7,018,781 $7,013,273 $-- $5,508 
Consumer Staples 4,768,076 4,741,423 26,653 -- 
Energy 4,128,144 4,128,144 -- -- 
Financials 8,067,582 8,067,582 -- -- 
Health Care 6,376,703 6,354,118 22,585 -- 
Industrials 6,233,357 6,233,357 -- -- 
Information Technology 11,421,515 11,421,512 -- 
Materials 2,111,004 2,111,004 -- -- 
Real Estate 587,043 587,043 -- -- 
Telecommunication Services 946,145 946,145 -- -- 
Utilities 1,528,099 1,528,099 -- -- 
Equity Funds 197,056 197,056 -- -- 
Other Short-Term Investments 79,959 -- 79,959 -- 
Money Market Funds 2,773,433 2,773,433 -- -- 
Total Investments in Securities: $56,236,897 $56,102,189 $129,200 $5,508 
Derivative Instruments:     
Assets     
Futures Contracts $25,577 $25,577 $-- $-- 
Total Assets $25,577 $25,577 $-- $-- 
Liabilities     
Written Options $(22,484) $(22,484) $-- $-- 
Total Liabilities $(22,484) $(22,484) $-- $-- 
Total Derivative Instruments: $3,093 $3,093 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $25,577 $0 
Written Options(b) (22,484) 
Total Equity Risk 25,577 (22,484) 
Total Value of Derivatives $25,577 $(22,484) 

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

 (b) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $45,023,557) 
 $56,236,897 
Receivable for investments sold  1,116,621 
Receivable for fund shares sold  8,201 
Dividends receivable  119,737 
Interest receivable  44 
Prepaid expenses  121 
Receivable from investment adviser for expense reductions  3,140 
Other receivables  3,570 
Total assets  57,488,331 
Liabilities   
Payable for investments purchased $965,972  
Payable for fund shares redeemed 60,600  
Accrued management fee 27,642  
Distribution and service plan fees payable 25  
Payable for daily variation margin for derivative instruments 3,750  
Written options, at value (premium received $4,422) 22,484  
Other affiliated payables 5,845  
Other payables and accrued expenses 73,905  
Total liabilities  1,160,223 
Net Assets  $56,328,108 
Net Assets consist of:   
Paid in capital  $43,217,508 
Undistributed net investment income  248,659 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,641,133 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  11,220,808 
Net Assets  $56,328,108 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($52,831,115 ÷ 4,352,427 shares)  $12.14 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,253,465 ÷ 266,892 shares)  $12.19 
Class L:   
Net Asset Value, offering price and redemption price per share ($122,228 ÷ 10,069 shares)  $12.14 
Class N:   
Net Asset Value, offering price and redemption price per share ($121,300 ÷ 10,008 shares)  $12.12 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $509,193 
Interest  4,406 
Total income  513,599 
Expenses   
Management fee $169,091  
Transfer agent fees 25,842  
Distribution and service plan fees 153  
Accounting fees and expenses 10,948  
Custodian fees and expenses 47,101  
Independent trustees' fees and expenses 349  
Registration fees 38,221  
Audit 31,972  
Legal 4,401  
Miscellaneous 2,024  
Total expenses before reductions 330,102  
Expense reductions (78,050) 252,052 
Net investment income (loss)  261,547 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 2,192,595  
Foreign currency transactions 830  
Futures contracts 182,548  
Written options 434  
Total net realized gain (loss)  2,376,407 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
724,169  
Assets and liabilities in foreign currencies (10)  
Futures contracts (84,130)  
Written options (18,062)  
Total change in net unrealized appreciation (depreciation)  621,967 
Net gain (loss)  2,998,374 
Net increase (decrease) in net assets resulting from operations  $3,259,921 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $261,547 $490,739 
Net realized gain (loss) 2,376,407 3,376,503 
Change in net unrealized appreciation (depreciation) 621,967 (3,873,441) 
Net increase (decrease) in net assets resulting from operations 3,259,921 (6,199) 
Distributions to shareholders from net investment income (187,938) (513,897) 
Distributions to shareholders from net realized gain (2,940,130) (4,359,150) 
Total distributions (3,128,068) (4,873,047) 
Share transactions - net increase (decrease) 732,447 (3,202,704) 
Total increase (decrease) in net assets 864,300 (8,081,950) 
Net Assets   
Beginning of period 55,463,808 63,545,758 
End of period $56,328,108 $55,463,808 
Other Information   
Undistributed net investment income end of period $248,659 $175,050 

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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $12.11 $13.07 $14.28 $13.02 $10.61 $10.00 
Income from Investment Operations       
Net investment income (loss)B .05 .10 .10 .11 .13 .05 
Net realized and unrealized gain (loss) .66 (.04) 1.28 2.27 2.60 .57 
Total from investment operations .71 .06 1.38 2.38 2.73 .62 
Distributions from net investment income (.04) (.11) (.12) (.11) (.12) (.01) 
Distributions from net realized gain (.64) (.91) (2.47) (1.02) (.20) – 
Total distributions (.68) (1.02) (2.59) (1.12)C (.32) (.01) 
Net asset value, end of period $12.14 $12.11 $13.07 $14.28 $13.02 $10.61 
Total ReturnD,E 6.07% .61% 10.70% 19.49% 26.33% 6.24% 
Ratios to Average Net AssetsF       
Expenses before reductions 1.18%G 1.20% 1.14% 1.21% 1.03% 1.10%G 
Expenses net of fee waivers, if any .90%G .97% .97% .97% .97% .97%G 
Expenses net of all reductions .90%G .97% .97% .97% .96% .97%G 
Net investment income (loss) .92%G .84% .78% .80% 1.12% .90%G 
Supplemental Data       
Net assets, end of period (000 omitted) $52,831 $52,330 $60,606 $60,938 $67,623 $53,266 
Portfolio turnover rateH 158%G 143% 151% 134% 95% 77%G 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.12 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $1.015 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.15 $13.10 $14.30 $13.02 $11.62 
Income from Investment Operations      
Net investment income (loss)B .06 .11 .11 .12 .06 
Net realized and unrealized gain (loss) .66 (.04) 1.28 2.28 1.46 
Total from investment operations .72 .07 1.39 2.40 1.52 
Distributions from net investment income (.04) (.11) (.12) (.11) (.08) 
Distributions from net realized gain (.64) (.91) (2.47) (1.02) (.04) 
Total distributions (.68) (1.02) (2.59) (1.12)C (.12) 
Net asset value, end of period $12.19 $12.15 $13.10 $14.30 $13.02 
Total ReturnD,E 6.13% .69% 10.78% 19.66% 13.22% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.08%G 1.10% 1.05% 1.11% .96%G 
Expenses net of fee waivers, if any .80%G .87% .87% .87% .87%G 
Expenses net of all reductions .80%G .87% .87% .87% .86%G 
Net investment income (loss) 1.02%G .93% .88% .90% 1.02%G 
Supplemental Data      
Net assets, end of period (000 omitted) $3,253 $2,891 $2,698 $1,527 $285 
Portfolio turnover rateH 158%G 143% 151% 134% 95% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.12 per share is comprised of distributions from net investment income of $.109 and distributions from net realized gain of $1.015 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.11 $13.07 $14.29 $13.50 
Income from Investment Operations     
Net investment income (loss)B .05 .10 .10 .07 
Net realized and unrealized gain (loss) .66 (.04) 1.27 1.19 
Total from investment operations .71 .06 1.37 1.26 
Distributions from net investment income (.04) (.11) (.12) (.06) 
Distributions from net realized gain (.64) (.91) (2.47) (.41) 
Total distributions (.68) (1.02) (2.59) (.47) 
Net asset value, end of period $12.14 $12.11 $13.07 $14.29 
Total ReturnC,D 6.07% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE     
Expenses before reductions 1.18%F 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90%F .97% .97% .97%F 
Expenses net of all reductions .90%F .97% .97% .97%F 
Net investment income (loss) .92%F .83% .78% .90%F 
Supplemental Data     
Net assets, end of period (000 omitted) $122 $122 $121 $109 
Portfolio turnover rateG 158%F 143% 151% 134% 

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

 B Calculated based on average shares outstanding during the period.

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

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

 E 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 F Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.10 $13.06 $14.27 $13.50 
Income from Investment Operations     
Net investment income (loss)B .04 .07 .07 .05 
Net realized and unrealized gain (loss) .65 (.04) 1.28 1.18 
Total from investment operations .69 .03 1.35 1.23 
Distributions from net investment income (.03) (.08) (.09) (.06) 
Distributions from net realized gain (.64) (.91) (2.47) (.41) 
Total distributions (.67) (.99) (2.56) (.46)C 
Net asset value, end of period $12.12 $12.10 $13.06 $14.27 
Total ReturnD,E 5.88% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.43%G 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15%G 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15%G 1.22% 1.22% 1.22%G 
Net investment income (loss) .68%G .58% .53% .65%G 
Supplemental Data     
Net assets, end of period (000 omitted) $121 $121 $121 $109 
Portfolio turnover rateH 158%G 143% 151% 134% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.46 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.405 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Core Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund offers Core 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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, 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. Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price 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 November 30, 2016 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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. 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), market discount, deferred trustees compensation, partnerships 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 $11,588,534 
Gross unrealized depreciation (781,162) 
Net unrealized appreciation (depreciation) on securities $10,807,372 
Tax cost $45,429,525 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts and options. 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 and exchange-traded options 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.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type Net Realized Gain (Loss) Change in Net Unrealized Appreciation (Depreciation) 
Equity Risk   
Futures Contracts $182,548 $(84,130) 
Written Options 434 (18,062) 
Total Equity Risk $182,982 $(102,192) 

A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options".

The following is a summary of the Fund written options activity:

 Number of Contracts Amount of Premiums 
Outstanding at beginning of period – $– 
Options Opened 90 5,648 
Options Exercised – – 
Options Closed (22) (1,226) 
Options Expired – – 
Outstanding at end of period 68 $4,422 

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $41,972,472 and $43,438,677, 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 1.05% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .60% of the Fund's average net assets.

Sub-Advisers. AllianceBernstein, L.P. (AB), First Eagle Investment Management, LLC, J.P. Morgan Investment Management, Inc. and FIAM LLC (an affiliate of the investment adviser) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC, ClariVest Asset Management LLC, Geode Capital Management, LLC, Loomis Sayles & Company, L.P., LSV Asset Management, Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc., Oppenheimer Funds, Inc., Robeco Investment Management, Inc. (d/b/a Boston Partners), T. Rowe Price Associates, Inc. and Waddell & Reed Investment Management Co. have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $153 $153 

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(a) 
Core Multi-Manager $25,724 .10 
Class L 59 .10 
Class N 59 .10 
 $25,842  

 (a) Annualized


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 $169 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $93 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Core Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2018. 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 
Expense
Limitations 
Reimbursement 
Core Multi-Manager  .90% $73,442 
Class F .80%(a) .81%(b) 4,254 
Class L  .90% 170 
Class N  1.15% 170 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $4.

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 $10 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Core Multi-Manager $177,575 $487,696 
Class F 9,660 24,473 
Class L 413 1,009 
Class N 290 719 
Total $187,938 $513,897 
From net realized gain   
Core Multi-Manager $2,776,231 $4,135,487 
Class F 151,030 206,573 
Class L 6,451 8,557 
Class N 6,418 8,533 
Total $2,940,130 $4,359,150 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended
November 30, 2016 
Year ended May 31, 2016 Six months ended
November 30, 2016 
Year ended May 31, 2016 
Core Multi-Manager     
Shares sold 65,249 96,245 $778,943 $1,129,447 
Reinvestment of distributions 251,388 384,610 2,953,806 4,623,183 
Shares redeemed (285,117) (796,791) (3,342,074) (9,362,604) 
Net increase (decrease) 31,520 (315,936) $390,675 $(3,609,974) 
Class F     
Shares sold 51,950 92,805 $618,556 $1,114,584 
Reinvestment of distributions 13,629 19,171 160,690 231,046 
Shares redeemed (36,521) (80,075) (437,568) (957,178) 
Net increase (decrease) 29,058 31,901 $341,678 $388,452 
Class L     
Reinvestment of distributions 584 796 6,863 9,566 
Shares redeemed (578) – (6,762) – 
Net increase (decrease) 796 $101 $9,566 
Class N     
Reinvestment of distributions 571 769 6,708 9,252 
Shares redeemed (575) – (6,715) – 
Net increase (decrease) (4) 769 $(7) $9,252 

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 90% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,060.70 $4.65 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class F .80%    
Actual  $1,000.00 $1,061.30 $4.13 
Hypothetical-C  $1,000.00 $1,021.06 $4.05 
Class L .90%    
Actual  $1,000.00 $1,060.70 $4.65 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class N 1.15%    
Actual  $1,000.00 $1,058.80 $5.94 
Hypothetical-C  $1,000.00 $1,019.30 $5.82 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contract

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted at an in-person meeting to approve an amendment to the fee schedule in the existing sub-advisory agreement (the Current Sub-Advisory Agreement) with T. Rowe Price Associates, Inc. (T. Rowe Price) for the fund (the Amended Sub-Advisory Agreement), which has the potential to lower the amount of fees paid by Strategic Advisers, Inc. (Strategic Advisers) to T. Rowe Price, on behalf of the fund. The terms of the Amended Sub-Advisory Agreement are identical to those of the Current Sub-Advisory Agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding T. Rowe Price, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting. The Board also considered the information provided by T. Rowe Price in June 2016 in connection with the 2016 annual renewal of the Current Sub-Advisory Agreement.

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

Investment Performance. The Board noted that it considered historical investment performance of T. Rowe Price in managing fund assets in connection with its renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting and that it will consider such information at its September 2016 meeting. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule will not result in any changes to the fund's total management fee or total fund expenses because Strategic Advisers has not allocated any assets of the fund to T. Rowe Price at this time. The Board considered that to the extent Strategic Advisers allocates assets of the fund to T. Rowe Price in the future, the new fee schedule under the Amended Sub-Advisory Agreement would result in lower fees to be paid by Strategic Advisers to T. Rowe Price, on behalf of the fund, compared to the fees that would be paid under the Current Sub-Advisory Agreement. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

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

Possible Economies of Scale. The Board considered that the Amended Sub-Advisory Agreement, like the Current Sub-Advisory Agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to T. Rowe Price as assets allocated to T. Rowe Price grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

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

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve two new investment advisory agreements (the New Sub-Advisory Agreements) with FIAM LLC (FIAM) for the fund to add two new investment mandates to the fund, subject to shareholder approval.

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 each New Sub-Advisory Agreement.

In considering whether to approve each New 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 New Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of each 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandates approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under each New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under each New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under each New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under each New Sub-Advisory Agreement than the investment mandates approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under each New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under each New 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 FIAM and the portfolio managers in managing accounts under similar investment mandates.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing each New 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 FIAM under each New Sub-Advisory Agreement and the impact on total net expenses of the fund, if any, as a result of the New Sub-Advisory Agreements.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets and that each New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of each New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each New 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-Advisory Agreements, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement with respect to one of the new investment mandates provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow. With respect to the other investment mandate, the Board noted that although the fee schedule does not include breakpoints, the fee schedule is the lowest fee schedule offered by FIAM for the investment mandate.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that each New 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 New 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 Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

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

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. The Board also approved an amendment to the sub-advisory agreement with T. Rowe Price, which has the potential to lower the amount of the fees paid by Strategic Advisers to T. Rowe Price, on behalf of the fund. The Board noted that the terms of the amended sub-advisory agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule. The Board also noted that the amended sub-advisory agreements would not result in changes to the nature, extent, and quality of services provided to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreements with FIAM and T. Rowe Price is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended 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 and approve the amended sub-advisory agreements 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, AB, Aristotle, Brandywine, ClariVest, FIAM, First Eagle, JPMorgan, Loomis Sayles, LSV, MFS, MSIM, OppenheimerFunds, Boston Partners, T. Rowe Price, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Core Multi-Manager Fund


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 for the one-year period and the second quartile for the three year period ended December 31, 2015. The Board also noted that Class F out-performed 77% and 59% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board noted that the fund's contractual 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 July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2a

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to FIAM's Sector Managed strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 

PROPOSAL 2b

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 

PROPOSAL 4a

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

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Boston, MA 02210

www.fidelity.com

MMC-F-SANN-0117
1.951478.103


Strategic Advisers® Value Multi-Manager Fund
Class F



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 2.9 2.7 
Bank of America Corp. 2.6 1.9 
Exxon Mobil Corp. 2.5 2.8 
Johnson & Johnson 2.5 2.9 
Pfizer, Inc. 2.0 2.2 
Chevron Corp. 1.8 1.5 
Apple, Inc. 1.8 1.8 
Citigroup, Inc. 1.6 1.5 
Intel Corp. 1.5 1.3 
Verizon Communications, Inc. 1.4 1.6 
 20.6  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.3 24.9 
Information Technology 14.3 14.4 
Health Care 14.0 15.1 
Consumer Discretionary 9.0 8.9 
Industrials 9.0 9.5 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016  
   Common Stocks 96.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.7% 


As of May 31, 2016  
   Common Stocks 96.5% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.5% 


Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.3%   
 Shares Value 
CONSUMER DISCRETIONARY - 9.0%   
Auto Components - 0.7%   
BorgWarner, Inc. 160 $5,696 
Gentex Corp. 220 4,068 
Lear Corp. 460 59,575 
The Goodyear Tire & Rubber Co. 1,200 36,828 
  106,167 
Automobiles - 1.1%   
Ford Motor Co. 4,100 49,036 
General Motors Co. 2,670 92,195 
Harley-Davidson, Inc. 640 38,970 
  180,201 
Hotels, Restaurants & Leisure - 0.6%   
Brinker International, Inc. 400 21,244 
Carnival Corp. unit 420 21,592 
Darden Restaurants, Inc. 90 6,597 
Hyatt Hotels Corp. Class A (a) 30 1,540 
Royal Caribbean Cruises Ltd. 60 4,858 
Wyndham Worldwide Corp. 580 41,754 
Yum! Brands, Inc. 100 6,339 
  103,924 
Household Durables - 1.0%   
Garmin Ltd. 80 4,173 
Leggett & Platt, Inc. 100 4,806 
Lennar Corp. Class A 1,945 82,740 
Mohawk Industries, Inc. (a) 60 11,846 
PulteGroup, Inc. 250 4,715 
Toll Brothers, Inc. (a) 40 1,186 
Whirlpool Corp. 360 58,478 
  167,944 
Leisure Products - 0.0%   
Brunswick Corp. 70 3,508 
Media - 3.0%   
CBS Corp. Class B 310 18,823 
Cinemark Holdings, Inc. 80 3,187 
Comcast Corp. Class A 940 65,339 
Discovery Communications, Inc. Class A (a) 110 2,980 
Gannett Co., Inc. 600 5,724 
Interpublic Group of Companies, Inc. 300 7,221 
News Corp. Class A 280 3,237 
Omnicom Group, Inc. 180 15,649 
Scripps Networks Interactive, Inc. Class A 70 4,848 
Tegna, Inc. 1,200 26,916 
The Walt Disney Co. 740 73,349 
Time Warner, Inc. 2,190 201,086 
Twenty-First Century Fox, Inc. Class A 820 23,050 
Viacom, Inc. Class B (non-vtg.) 900 33,732 
  485,141 
Multiline Retail - 1.1%   
Dillard's, Inc. Class A 300 21,453 
Dollar General Corp. 210 16,237 
Kohl's Corp. 930 50,062 
Macy's, Inc. 500 21,100 
Target Corp. 840 64,882 
  173,734 
Specialty Retail - 1.4%   
Best Buy Co., Inc. 1,240 56,668 
CarMax, Inc. (a) 150 8,669 
Dick's Sporting Goods, Inc. 70 4,135 
Foot Locker, Inc. 100 7,167 
Home Depot, Inc. 870 112,578 
Michaels Companies, Inc. (a) 160 3,901 
Penske Automotive Group, Inc. 800 39,928 
  233,046 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 60 6,356 
Ralph Lauren Corp. 50 5,231 
  11,587 
TOTAL CONSUMER DISCRETIONARY  1,465,252 
CONSUMER STAPLES - 5.1%   
Beverages - 0.4%   
The Coca-Cola Co. 1,640 66,174 
Food & Staples Retailing - 1.8%   
Kroger Co. 800 25,840 
Wal-Mart Stores, Inc. 2,360 166,215 
Walgreens Boots Alliance, Inc. 1,205 102,100 
  294,155 
Food Products - 2.2%   
Archer Daniels Midland Co. 2,905 125,583 
Bunge Ltd. 1,010 68,963 
Ingredion, Inc. 250 29,345 
Mondelez International, Inc. 1,815 74,851 
Tyson Foods, Inc. Class A 1,000 56,810 
  355,552 
Personal Products - 0.7%   
Coty, Inc. Class A 1,680 31,433 
Unilever NV (NY Reg.) 1,790 71,296 
  102,729 
TOTAL CONSUMER STAPLES  818,610 
ENERGY - 8.6%   
Energy Equipment& Services - 0.8%   
Baker Hughes, Inc. 320 20,586 
Ensco PLC Class A 700 6,762 
Halliburton Co. 1,495 79,370 
Helmerich & Payne, Inc. 80 6,052 
National Oilwell Varco, Inc. 280 10,461 
Noble Corp. 700 4,354 
Parker Drilling Co. (a) 2,100 4,515 
  132,100 
Oil, Gas & Consumable Fuels - 7.8%   
Chevron Corp. 2,640 294,518 
EQT Corp. 1,065 74,635 
Exxon Mobil Corp. 4,690 409,437 
Hess Corp. 400 22,384 
Marathon Petroleum Corp. 2,000 94,040 
Murphy Oil Corp. 130 4,408 
Occidental Petroleum Corp. 550 39,248 
Phillips 66 Co. 1,920 159,514 
Pioneer Natural Resources Co. 395 75,461 
Valero Energy Corp. 1,520 93,571 
  1,267,216 
TOTAL ENERGY  1,399,316 
FINANCIALS - 26.3%   
Banks - 13.5%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 10,417 64,169 
Bank of America Corp. 19,740 416,909 
BB&T Corp. 1,000 45,250 
BOK Financial Corp. 675 54,216 
Citigroup, Inc. 4,580 258,266 
Citizens Financial Group, Inc. 400 13,404 
Comerica, Inc. 130 8,288 
Commerce Bancshares, Inc. 71 3,892 
Cullen/Frost Bankers, Inc. 650 53,502 
East West Bancorp, Inc. 110 5,267 
Fifth Third Bancorp 2,200 57,244 
First Republic Bank 938 76,822 
Huntington Bancshares, Inc. 2,700 33,642 
Investors Bancorp, Inc. 240 3,250 
JPMorgan Chase & Co. 5,800 464,975 
KeyCorp 1,900 32,889 
M&T Bank Corp. 505 72,690 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 57,840 
Peoples United Financial, Inc. 190 3,557 
PNC Financial Services Group, Inc. 1,070 118,278 
Prosperity Bancshares, Inc. 20 1,323 
Regions Financial Corp. 6,270 84,896 
SunTrust Banks, Inc. 1,780 92,471 
Synovus Financial Corp. 90 3,484 
U.S. Bancorp 1,300 64,506 
Wells Fargo & Co. 1,900 100,548 
  2,191,578 
Capital Markets - 3.5%   
Affiliated Managers Group, Inc. (a) 40 5,924 
Ameriprise Financial, Inc. 1,345 153,612 
Bank of New York Mellon Corp. 810 38,410 
BlackRock, Inc. Class A 120 44,495 
E*TRADE Financial Corp. (a) 210 7,247 
Eaton Vance Corp. (non-vtg.) 90 3,640 
Franklin Resources, Inc. 430 16,882 
Goldman Sachs Group, Inc. 470 103,066 
Invesco Ltd. 310 9,706 
Morgan Stanley 1,930 79,825 
Northern Trust Corp. 170 13,966 
Raymond James Financial, Inc. 110 7,913 
State Street Corp. 700 55,160 
T. Rowe Price Group, Inc. 190 14,071 
The NASDAQ OMX Group, Inc. 120 7,691 
  561,608 
Consumer Finance - 1.9%   
Ally Financial, Inc. 340 6,603 
American Express Co. 750 54,030 
Capital One Financial Corp. 1,290 108,412 
Credit Acceptance Corp. (a) 10 1,918 
Discover Financial Services 1,340 90,812 
Navient Corp. 1,340 23,088 
Santander Consumer U.S.A. Holdings, Inc. (a) 270 3,721 
Synchrony Financial 633 21,876 
  310,460 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 3,566 
Leucadia National Corp. 280 6,166 
Voya Financial, Inc. 50 1,944 
  11,676 
Insurance - 6.9%   
AFLAC, Inc. 910 64,956 
Alleghany Corp. (a) 20 11,359 
Allstate Corp. 1,110 77,611 
American Financial Group, Inc. 650 53,450 
American International Group, Inc. 1,030 65,230 
Arch Capital Group Ltd. (a) 90 7,445 
Assurant, Inc. 460 39,716 
Assured Guaranty Ltd. 30 1,073 
Axis Capital Holdings Ltd. 670 40,877 
Chubb Ltd. 645 82,560 
Cincinnati Financial Corp. 120 9,209 
Everest Re Group Ltd. 240 50,532 
FNF Group 210 6,707 
Hartford Financial Services Group, Inc. 1,700 80,104 
Lincoln National Corp. 1,280 82,048 
Loews Corp. 260 11,609 
Markel Corp. (a) 10 8,983 
MetLife, Inc. 1,640 90,216 
Old Republic International Corp. 90 1,608 
Principal Financial Group, Inc. 220 12,692 
Progressive Corp. 430 14,319 
Prudential Financial, Inc. 1,030 103,618 
Reinsurance Group of America, Inc. 60 7,323 
RenaissanceRe Holdings Ltd. 30 3,917 
The Travelers Companies, Inc. 1,020 115,617 
Torchmark Corp. 250 17,523 
Unum Group 1,180 49,879 
Validus Holdings Ltd. 60 3,260 
W.R. Berkley Corp. 90 5,561 
  1,119,002 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 3,600 36,792 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 2,200 32,032 
TOTAL FINANCIALS  4,263,148 
HEALTH CARE - 14.0%   
Biotechnology - 3.3%   
AbbVie, Inc. 3,485 211,888 
Amgen, Inc. 1,515 218,266 
Biogen, Inc. (a) 170 49,992 
Gilead Sciences, Inc. 300 22,110 
United Therapeutics Corp. (a) 260 32,659 
  534,915 
Health Care Equipment & Supplies - 1.6%   
Baxter International, Inc. 2,255 100,054 
Danaher Corp. 930 72,698 
Medtronic PLC 1,280 93,453 
  266,205 
Health Care Providers & Services - 2.9%   
Aetna, Inc. 690 90,280 
Anthem, Inc. 720 102,622 
Cardinal Health, Inc. 400 28,404 
Cigna Corp. 490 66,023 
Express Scripts Holding Co. (a) 860 65,257 
HCA Holdings, Inc. (a) 790 56,003 
Quest Diagnostics, Inc. 510 44,605 
Universal Health Services, Inc. Class B 70 8,611 
  461,805 
Pharmaceuticals - 6.2%   
Johnson & Johnson 3,580 398,454 
Mallinckrodt PLC (a) 100 5,270 
Merck & Co., Inc. 3,410 208,658 
Novartis AG sponsored ADR 1,040 71,510 
Pfizer, Inc. 10,140 325,900 
  1,009,792 
TOTAL HEALTH CARE  2,272,717 
INDUSTRIALS - 9.0%   
Aerospace & Defense - 2.6%   
BE Aerospace, Inc. 70 4,203 
General Dynamics Corp. 815 142,910 
Hexcel Corp. 70 3,620 
L-3 Communications Holdings, Inc. 60 9,466 
Northrop Grumman Corp. 70 17,476 
Raytheon Co. 100 14,954 
Rockwell Collins, Inc. 100 9,272 
Spirit AeroSystems Holdings, Inc. Class A 100 5,825 
Textron, Inc. 210 9,666 
The Boeing Co. 780 117,437 
Triumph Group, Inc. 700 19,460 
United Technologies Corp. 640 68,941 
  423,230 
Air Freight & Logistics - 0.7%   
FedEx Corp. 400 76,668 
United Parcel Service, Inc. Class B 270 31,298 
  107,966 
Airlines - 0.8%   
Alaska Air Group, Inc. 30 2,468 
American Airlines Group, Inc. 130 6,037 
Delta Air Lines, Inc. 600 28,908 
Southwest Airlines Co. 470 21,907 
United Continental Holdings, Inc. (a) 940 64,813 
  124,133 
Building Products - 0.1%   
Owens Corning 90 4,624 
Tyco International Ltd. 250 11,245 
  15,869 
Commercial Services & Supplies - 0.4%   
Deluxe Corp. 700 47,390 
LSC Communications, Inc. 187 3,860 
R.R. Donnelley & Sons Co. 500 8,695 
  59,945 
Construction & Engineering - 0.3%   
Fluor Corp. 710 37,992 
Jacobs Engineering Group, Inc. (a) 90 5,581 
Quanta Services, Inc. (a) 40 1,349 
  44,922 
Electrical Equipment - 0.3%   
Eaton Corp. PLC 350 23,279 
Emerson Electric Co. 490 27,656 
Hubbell, Inc. Class B 40 4,491 
  55,426 
Industrial Conglomerates - 0.4%   
Carlisle Companies, Inc. 50 5,609 
Honeywell International, Inc. 580 66,085 
  71,694 
Machinery - 2.0%   
AGCO Corp. 570 31,806 
Cummins, Inc. 130 18,431 
Deere & Co. 580 58,116 
Flowserve Corp. 90 4,271 
Ingersoll-Rand PLC 200 14,908 
Oshkosh Corp. 1,400 98,000 
PACCAR, Inc. 270 16,781 
Parker Hannifin Corp. 110 15,282 
Pentair PLC 130 7,470 
Snap-On, Inc. 50 8,360 
Stanley Black & Decker, Inc. 110 13,049 
Timken Co. 200 7,810 
Trinity Industries, Inc. 1,200 33,348 
WABCO Holdings, Inc. (a) 40 3,940 
  331,572 
Professional Services - 0.1%   
Dun & Bradstreet Corp. 20 2,434 
Manpower, Inc. 50 4,271 
Robert Half International, Inc. 30 1,346 
  8,051 
Road & Rail - 1.0%   
AMERCO 20 6,829 
CSX Corp. 720 25,783 
Norfolk Southern Corp. 220 23,421 
Ryder System, Inc. 600 46,980 
Union Pacific Corp. 630 63,838 
  166,851 
Trading Companies & Distributors - 0.3%   
Aircastle Ltd. 1,400 30,072 
United Rentals, Inc. (a) 70 7,078 
W.W. Grainger, Inc. 50 11,529 
  48,679 
TOTAL INDUSTRIALS  1,458,338 
INFORMATION TECHNOLOGY - 14.3%   
Communications Equipment - 1.8%   
Brocade Communications Systems, Inc. 3,400 41,956 
Cisco Systems, Inc. 7,640 227,825 
Harris Corp. 230 23,819 
Juniper Networks, Inc. 100 2,754 
  296,354 
Electronic Equipment & Components - 1.7%   
Arrow Electronics, Inc. (a) 70 4,779 
Avnet, Inc. 150 6,884 
CDW Corp. 120 6,149 
Corning, Inc. 2,910 69,927 
Dell Technologies, Inc. (a) 278 14,890 
Flextronics International Ltd. (a) 2,800 39,872 
Jabil Circuit, Inc. 140 2,961 
Keysight Technologies, Inc. (a) 40 1,473 
TE Connectivity Ltd. 1,000 67,640 
Tech Data Corp. (a) 400 33,948 
Vishay Intertechnology, Inc. 1,300 19,695 
  268,218 
IT Services - 1.7%   
IBM Corp. 1,030 167,087 
PayPal Holdings, Inc. (a) 1,470 57,742 
The Western Union Co. 370 7,781 
Xerox Corp. 4,530 42,356 
  274,966 
Semiconductors & Semiconductor Equipment - 3.4%   
Intel Corp. 7,020 243,594 
KLA-Tencor Corp. 120 9,581 
Lam Research Corp. 90 9,542 
Marvell Technology Group Ltd. 130 1,864 
Microchip Technology, Inc. 1,505 99,601 
Micron Technology, Inc. (a) 780 15,233 
Qorvo, Inc. (a) 100 5,341 
Qualcomm, Inc. 1,080 73,580 
Skyworks Solutions, Inc. 140 10,759 
Texas Instruments, Inc. 1,109 81,988 
  551,083 
Software - 2.6%   
Adobe Systems, Inc. (a) 1,030 105,894 
ANSYS, Inc. (a) 78 7,334 
CA Technologies, Inc. 320 10,227 
Microsoft Corp. 1,710 103,045 
Oracle Corp. 4,340 174,425 
Symantec Corp. 600 14,634 
  415,559 
Technology Hardware, Storage & Peripherals - 3.1%   
Apple, Inc. 2,610 288,457 
Hewlett Packard Enterprise Co. 1,900 45,220 
HP, Inc. 3,210 49,434 
NCR Corp. (a) 1,430 55,413 
Seagate Technology LLC 900 36,090 
Western Digital Corp. 500 31,830 
  506,444 
TOTAL INFORMATION TECHNOLOGY  2,312,624 
MATERIALS - 4.2%   
Chemicals - 2.6%   
Ashland Global Holdings, Inc. 50 5,635 
Celanese Corp. Class A 110 8,725 
CF Industries Holdings, Inc. 500 14,470 
Eastman Chemical Co. 510 38,311 
Huntsman Corp. 1,500 29,220 
LyondellBasell Industries NV Class A 1,090 98,449 
PPG Industries, Inc. 955 91,613 
RPM International, Inc. 100 5,291 
The Dow Chemical Co. 2,285 127,320 
The Mosaic Co. 130 3,692 
Westlake Chemical Corp. 30 1,775 
  424,501 
Construction Materials - 0.7%   
Martin Marietta Materials, Inc. 520 114,114 
Containers & Packaging - 0.6%   
Avery Dennison Corp. 20 1,441 
Bemis Co., Inc. 70 3,505 
Crown Holdings, Inc. (a) 110 5,983 
Graphic Packaging Holding Co. 240 3,017 
International Paper Co. 610 29,719 
Packaging Corp. of America 570 48,313 
Sonoco Products Co. 70 3,789 
WestRock Co. 111 5,683 
  101,450 
Metals & Mining - 0.2%   
Newmont Mining Corp. 140 4,542 
Nucor Corp. 230 14,304 
Reliance Steel & Aluminum Co. 60 4,866 
  23,712 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 19,635 
TOTAL MATERIALS  683,412 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Hospitality Properties Trust (SBI) 1,100 31,895 
Mack-Cali Realty Corp. 1,000 27,050 
Medical Properties Trust, Inc. 1,100 13,112 
  72,057 
TELECOMMUNICATION SERVICES - 2.3%   
Diversified Telecommunication Services - 2.3%   
AT&T, Inc. 3,500 135,205 
Verizon Communications, Inc. 4,600 229,540 
  364,745 
UTILITIES - 3.1%   
Electric Utilities - 1.6%   
American Electric Power Co., Inc. 380 22,439 
Duke Energy Corp. 500 36,885 
Edison International 230 15,817 
Entergy Corp. 740 50,860 
Eversource Energy 230 11,873 
Exelon Corp. 1,910 62,094 
FirstEnergy Corp. 1,100 34,419 
OGE Energy Corp. 150 4,748 
Pinnacle West Capital Corp. 80 5,914 
Xcel Energy, Inc. 360 14,044 
  259,093 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,045 58,917 
Independent Power and Renewable Electricity Producers - 0.4%   
The AES Corp. 5,350 61,258 
Multi-Utilities - 0.7%   
Ameren Corp. 190 9,333 
DTE Energy Co. 140 13,033 
Public Service Enterprise Group, Inc. 2,170 89,643 
SCANA Corp. 110 7,758 
  119,767 
TOTAL UTILITIES  499,035 
TOTAL COMMON STOCKS   
(Cost $11,456,846)  15,609,254 
U.S. Treasury Obligations - 0.3%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.33% to 0.47% 12/1/16 to 3/2/17 (b)   
(Cost $39,987) $40,000 39,987 
Money Market Funds - 4.4%   
 Shares  
Invesco Government & Agency Portfolio Institutional Class 0.29% (c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.26% (c) 712,785 712,785 
TOTAL MONEY MARKET FUNDS   
(Cost $712,795)  712,795 
TOTAL INVESTMENT PORTFOLIO - 101.0%   
(Cost $12,209,628)  16,362,036 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (160,346) 
NET ASSETS - 100%  $16,201,690 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
4 ICE Russell 1000 Value Index Contracts (United States) Dec. 2016 431,120 $16,757 

The face value of futures purchased as a percentage of Net Assets is 2.7%

Legend

 (a) Non-income producing

 (b) 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 $29,999.

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


Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $1,465,252 $1,465,252 $-- $-- 
Consumer Staples 818,610 818,610 -- -- 
Energy 1,399,316 1,399,316 -- -- 
Financials 4,263,148 4,263,148 -- -- 
Health Care 2,272,717 2,272,717 -- -- 
Industrials 1,458,338 1,458,338 -- -- 
Information Technology 2,312,624 2,312,624 -- -- 
Materials 683,412 683,412 -- -- 
Real Estate 72,057 72,057 -- -- 
Telecommunication Services 364,745 364,745 -- -- 
Utilities 499,035 499,035 -- -- 
Other Short-Term Investments  39,987 -- 39,987 -- 
Money Market Funds 712,795 712,795 -- -- 
Total Investments in Securities: $16,362,036 $16,322,049 $39,987 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $16,757 $16,757 $-- $-- 
Total Assets $16,757 $16,757 $-- $-- 
Total Derivative Instruments: $16,757 $16,757 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $16,757 $0 
Total Equity Risk 16,757 
Total Value of Derivatives $16,757 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $12,209,628) 
 $16,362,036 
Cash  10 
Receivable for investments sold  149,505 
Receivable for fund shares sold  6,208 
Dividends receivable  48,326 
Interest receivable  10 
Receivable for daily variation margin for derivative instruments  2,909 
Prepaid expenses  39 
Receivable from investment adviser for expense reductions  4,250 
Other receivables  332 
Total assets  16,573,625 
Liabilities   
Payable for investments purchased $164,808  
Payable for fund shares redeemed 169,337  
Accrued management fee 6,885  
Audit fee payable 23,941  
Distribution and service plan fees payable 24  
Other affiliated payables 1,967  
Other payables and accrued expenses 4,973  
Total liabilities  371,935 
Net Assets  $16,201,690 
Net Assets consist of:   
Paid in capital  $11,660,861 
Undistributed net investment income  124,795 
Accumulated undistributed net realized gain (loss) on investments  246,869 
Net unrealized appreciation (depreciation) on investments  4,169,165 
Net Assets  $16,201,690 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($12,724,577 ÷ 889,321 shares)  $14.31 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,243,938 ÷ 225,625 shares)  $14.38 
Class L:   
Net Asset Value, offering price and redemption price per share ($117,028 ÷ 8,180 shares)  $14.31 
Class N:   
Net Asset Value, offering price and redemption price per share ($116,147 ÷ 8,128 shares)  $14.29 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $196,184 
Interest  694 
Total income  196,878 
Expenses   
Management fee $41,340  
Transfer agent fees 8,930  
Distribution and service plan fees 146  
Accounting fees and expenses 3,075  
Custodian fees and expenses 5,354  
Independent trustees' fees and expenses 99  
Registration fees 39,271  
Audit 31,972  
Legal 1,347  
Miscellaneous 1,653  
Total expenses before reductions 133,187  
Expense reductions (63,402) 69,785 
Net investment income (loss)  127,093 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 292,613  
Futures contracts 10,590  
Total net realized gain (loss)  303,203 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
925,984  
Futures contracts 9,133  
Total change in net unrealized appreciation (depreciation)  935,117 
Net gain (loss)  1,238,320 
Net increase (decrease) in net assets resulting from operations  $1,365,413 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $127,093 $240,567 
Net realized gain (loss) 303,203 875,882 
Change in net unrealized appreciation (depreciation) 935,117 (1,971,649) 
Net increase (decrease) in net assets resulting from operations 1,365,413 (855,200) 
Distributions to shareholders from net investment income (109,659) (224,106) 
Distributions to shareholders from net realized gain (490,035) (795,712) 
Total distributions (599,694) (1,019,818) 
Share transactions - net increase (decrease) (74,733) (2,808,946) 
Total increase (decrease) in net assets 690,986 (4,683,964) 
Net Assets   
Beginning of period 15,510,704 20,194,668 
End of period $16,201,690 $15,510,704 
Other Information   
Undistributed net investment income end of period $124,795 $107,361 

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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $13.63 $14.83 $14.93 $13.32 $10.65 $10.00 
Income from Investment Operations       
Net investment income (loss)B .11 .18 .16 .14 .17 .08 
Net realized and unrealized gain (loss) 1.10 (.65) 1.23 2.37 2.92 .59 
Total from investment operations 1.21 (.47) 1.39 2.51 3.09 .67 
Distributions from net investment income (.10) (.16) (.15) (.14) (.16) (.02) 
Distributions from net realized gain (.43) (.57) (1.35) (.77) (.26) – 
Total distributions (.53) (.73) (1.49)C (.90)D (.42) (.02) 
Net asset value, end of period $14.31 $13.63 $14.83 $14.93 $13.32 $10.65 
Total ReturnE,F 9.13% (3.12)% 9.78% 19.66% 29.71% 6.71% 
Ratios to Average Net AssetsG       
Expenses before reductions 1.71%H 1.32% 1.25% 1.32% 1.30% 1.62%H 
Expenses net of fee waivers, if any .90%H .97% .97% .97% .97% .97%H 
Expenses net of all reductions .90%H .97% .97% .97% .97% .97%H 
Net investment income (loss) 1.59%H 1.30% 1.08% .97% 1.43% 1.41%H 
Supplemental Data       
Net assets, end of period (000 omitted) $12,725 $12,405 $17,235 $17,565 $15,774 $11,031 
Portfolio turnover rateI 27%H 41% 36% 59% 30% 14%H 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.69 $14.87 $14.96 $13.33 $11.91 
Income from Investment Operations      
Net investment income (loss)B .12 .19 .17 .15 .08 
Net realized and unrealized gain (loss) 1.10 (.64) 1.23 2.38 1.62 
Total from investment operations 1.22 (.45) 1.40 2.53 1.70 
Distributions from net investment income (.10) (.16) (.15) (.14) (.10) 
Distributions from net realized gain (.43) (.57) (1.35) (.77) (.18) 
Total distributions (.53) (.73) (1.49)C (.90)D (.28) 
Net asset value, end of period $14.38 $13.69 $14.87 $14.96 $13.33 
Total ReturnE,F 9.17% (2.97)% 9.83% 19.81% 14.61% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.57%H 1.19% 1.11% 1.26% .98%H 
Expenses net of fee waivers, if any .80%H .87% .87% .87% .87%H 
Expenses net of all reductions .80%H .87% .87% .87% .87%H 
Net investment income (loss) 1.69%H 1.40% 1.18% 1.07% 1.40%H 
Supplemental Data      
Net assets, end of period (000 omitted) $3,244 $2,871 $2,717 $1,535 $287 
Portfolio turnover rateI 27%H 41% 36% 59% 30% 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.63 $14.83 $14.93 $14.03 
Income from Investment Operations     
Net investment income (loss)B .11 .17 .16 .08 
Net realized and unrealized gain (loss) 1.10 (.64) 1.23 1.38 
Total from investment operations 1.21 (.47) 1.39 1.46 
Distributions from net investment income (.10) (.16) (.15) (.08) 
Distributions from net realized gain (.43) (.57) (1.35) (.48) 
Total distributions (.53) (.73) (1.49)C (.56) 
Net asset value, end of period $14.31 $13.63 $14.83 $14.93 
Total ReturnD,E 9.13% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.66%G 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90%G .97% .97% .97%G 
Expenses net of all reductions .90%G .97% .97% .97%G 
Net investment income (loss) 1.59%G 1.29% 1.08% .97%G 
Supplemental Data     
Net assets, end of period (000 omitted) $117 $118 $121 $111 
Portfolio turnover rateH 27%G 41% 36% 59% 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.61 $14.81 $14.92 $14.03 
Income from Investment Operations     
Net investment income (loss)B .09 .14 .12 .06 
Net realized and unrealized gain (loss) 1.11 (.65) 1.23 1.38 
Total from investment operations 1.20 (.51) 1.35 1.44 
Distributions from net investment income (.08) (.12) (.11) (.07) 
Distributions from net realized gain (.43) (.57) (1.35) (.48) 
Total distributions (.52)C (.69) (1.46) (.55) 
Net asset value, end of period $14.29 $13.61 $14.81 $14.92 
Total ReturnD,E 9.03% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.92%G 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15%G 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15%G 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.34%G 1.05% .83% .72%G 
Supplemental Data     
Net assets, end of period (000 omitted) $116 $117 $121 $111 
Portfolio turnover rateH 27%G 41% 36% 59% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.52 per share is comprised of distributions from net investment income of $.083 and distributions from net realized gain of $.432 per share.

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

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

 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 Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

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

2. Significant Accounting Policies.

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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016, is included at the end of the Fund's Schedule of Investments.

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

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. 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 futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation $4,366,447 
Gross unrealized depreciation (243,523) 
Net unrealized appreciation (depreciation) on securities $4,122,924 
Tax cost $12,239,112 

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 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 $10,590 and a change in net unrealized appreciation (depreciation) of $9,133 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 $2,056,459 and $2,631,056, 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 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .52% of the Fund's average net assets.

Sub-Advisers. Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC and LSV Asset Management 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.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Robeco Investment Management, Inc. (d/b/a Boston Partners) have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $146 $146 

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. 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(a) 
Value Multi-Manager $8,812 .14 
Class L 59 .10 
Class N 59 .10 
 $8,930  

 (a) Annualized


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.

Interfund Trades. The Fund may purchase from or sell securities to other under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Value Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2018. 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 
Expense
Limitations 
Reimbursement 
Value Multi-Manager  .90% $ 50,754 
Class F .80%(a) .81%(b) 11,750 
Class L  .90% 450 
Class N  1.15% 448 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Value Multi-Manager $87,696 $189,181 
Class F 20,413 32,578 
Class L 837 1,321 
Class N 713 1,026 
Total $109,659 $224,106 
From net realized gain   
Value Multi-Manager $391,683 $670,943 
Class F 90,912 115,398 
Class L 3,730 4,693 
Class N 3,710 4,678 
Total $490,035 $795,712 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended
November 30, 2016 
Year ended May 31, 2016 Six months ended
November 30, 2016 
Year ended May 31, 2016 
Value Multi-Manager     
Shares sold 65,345 110,604 $890,399 $1,479,116 
Reinvestment of distributions 35,793 63,359 479,379 859,873 
Shares redeemed (122,040) (426,124) (1,637,827) (5,537,796) 
Net increase (decrease) (20,902) (252,161) $(268,049) $(3,198,807) 
Class F     
Shares sold 45,382 82,176 $615,819 $1,120,335 
Reinvestment of distributions 8,271 10,876 111,325 147,976 
Shares redeemed (37,798) (66,013) (521,676) (890,168) 
Net increase (decrease) 15,855 27,039 $205,468 $378,143 
Reinvestment of distributions 341 443 4,567 6,014 
Shares redeemed (795) – (10,607) – 
Net increase (decrease) (454) 443 $(6,040) $6,014 
Reinvestment of distributions 330 420 4,423 5,704 
Shares redeemed (790) – (10,535) – 
Net increase (decrease) (460) 420 $(6,112) $5,704 

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 54% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,091.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class F .80%    
Actual  $1,000.00 $1,091.70 $4.19 
Hypothetical-C  $1,000.00 $1,021.06 $4.05 
Class L .90%    
Actual  $1,000.00 $1,091.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class N 1.15%    
Actual  $1,000.00 $1,090.30 $6.03 
Hypothetical-C  $1,000.00 $1,019.30 $5.82 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Value Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value 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 Aristotle Capital Management LLC (Aristotle), Brandywine Global Investment Management, LLC (Brandywine), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), LSV Asset Management (LSV), and Robeco Investment Management, Inc. (dba Boston Partners) (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 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, Aristotle, Brandywine, FIAM, LSV, and Boston Partners (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Value Multi-Manager Fund


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 for the one- and three-year periods ended December 31, 2015. The Board also noted that Class F had out-performed 57% and 70% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period and lower than its benchmark for the three-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 continue to benefit the shareholders of the fund.

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, as discussed below. The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Value Multi-Manager Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the total expenses of each class of the fund, the Board considered the fund's management fee rate 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 competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparison) that have a similar sales load structure.

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015. The Board considered that, in general, various factors can affect total expenses. The Board also considered an alternative expense comparison analysis compared to a universe of no-load funds (higher 12b-1 fee classes designed specifically for retirement plans). The Board noted that, under this alternative competitive analysis, the total expenses for the retail class and Class L ranked below median. 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 Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that multiple structures are intended to offer a range of pricing options for the intermediary market.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

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

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2d

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Value Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 11,151,835.27 89.860 
Against 662,878.77 5.341 
Abstain 595,609.79 4.799 
TOTAL 12,410,323.83 100.000 

PROPOSAL 4c

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Value Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 11,814,714.04 95.201 
Against 00.00 0.000 
Abstain 595,609.79 4.799 
TOTAL 12,410,323.83 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMV-F-SANN-0117
1.951457.103


Strategic Advisers® Core Multi-Manager Fund
Class L and Class N



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contract

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Alphabet, Inc. Class C 2.8 3.5 
U.S. Bancorp(a) 2.8 2.4 
Honeywell International, Inc. 2.4 1.7 
Microsoft Corp. 2.2 2.2 
Apple, Inc. 2.1 2.1 
Bank of America Corp.(a) 1.9 1.0 
Pfizer, Inc. 1.7 1.5 
Comcast Corp. Class A 1.7 2.0 
General Electric Co.(a) 1.6 1.1 
PepsiCo, Inc. 1.5 1.6 
 20.7  

 (a) Security or a portion of the security is pledged as collateral for call options written.


Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 20.3 18.8 
Financials 14.3 14.0 
Consumer Discretionary 12.4 11.8 
Health Care 11.3 13.9 
Industrials 11.1 12.8 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 94.4% 
   Sector Funds 0.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.2% 


As of May 31, 2016 
   Common Stocks 93.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.4% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.4%   
Auto Components - 0.2%   
Delphi Automotive PLC 1,622 $103,808 
Automobiles - 0.2%   
General Motors Co. 4,126 142,471 
Hotels, Restaurants & Leisure - 1.0%   
Bloomin' Brands, Inc. 4,495 83,607 
Las Vegas Sands Corp. 217 13,599 
MGM Mirage, Inc. (a) 4,240 121,730 
Red Rock Resorts, Inc. 1,380 31,630 
Royal Caribbean Cruises Ltd. 1,560 126,313 
Starbucks Corp. 3,591 208,170 
Yum! Brands, Inc. 161 10,206 
  595,255 
Household Durables - 0.7%   
D.R. Horton, Inc. 4,150 115,038 
Harman International Industries, Inc. 491 53,701 
Newell Brands, Inc. 3,460 162,655 
PulteGroup, Inc. 1,942 36,626 
Toll Brothers, Inc. (a) 1,193 35,384 
  403,404 
Internet & Direct Marketing Retail - 0.9%   
Amazon.com, Inc. (a) 534 400,804 
Priceline Group, Inc. (a) 62 93,228 
  494,032 
Media - 6.5%   
CBS Corp. Class B 4,045 245,612 
Charter Communications, Inc. Class A (a) 845 232,637 
Comcast Corp. Class A 13,523 939,984 
DISH Network Corp. Class A (a) 2,174 124,896 
Liberty Media Corp. Liberty SiriusXM Class A (a) 3,153 114,454 
MSG Network, Inc. Class A (a) 3,748 76,647 
SKY PLC 8,285 80,960 
The Madison Square Garden Co. (a) 2,325 403,713 
The Walt Disney Co. 3,746 371,304 
Time Warner, Inc. 8,908 817,933 
Twenty-First Century Fox, Inc. Class A 7,461 209,729 
Viacom, Inc. Class B (non-vtg.) 808 30,284 
  3,648,153 
Multiline Retail - 0.3%   
Macy's, Inc. 1,686 71,149 
Target Corp. 1,277 98,635 
  169,784 
Specialty Retail - 2.6%   
AutoZone, Inc. (a) 130 101,813 
Home Depot, Inc. 3,787 490,038 
Lowe's Companies, Inc. 6,868 484,537 
O'Reilly Automotive, Inc. (a) 408 111,996 
TJX Companies, Inc. 3,392 265,729 
  1,454,113 
Textiles, Apparel & Luxury Goods - 0.0%   
NIKE, Inc. Class B 45 2,253 
TOTAL CONSUMER DISCRETIONARY  7,013,273 
CONSUMER STAPLES - 8.5%   
Beverages - 3.5%   
Coca-Cola European Partners PLC 9,005 292,302 
Constellation Brands, Inc. Class A (sub. vtg.) 732 110,634 
Diageo PLC 1,066 26,653 
Molson Coors Brewing Co. Class B 5,708 559,555 
PepsiCo, Inc. 8,705 871,371 
The Coca-Cola Co. 2,359 95,186 
  1,955,701 
Food & Staples Retailing - 1.9%   
Costco Wholesale Corp. 1,287 193,192 
CVS Health Corp. 3,893 299,333 
Kroger Co. 11,336 366,153 
Walgreens Boots Alliance, Inc. 2,148 182,000 
  1,040,678 
Food Products - 1.4%   
Mead Johnson Nutrition Co. Class A 1,133 81,678 
Mondelez International, Inc. 8,124 335,034 
The Hershey Co. 3,769 364,236 
  780,948 
Household Products - 0.7%   
Kimberly-Clark Corp. 1,075 124,281 
Procter & Gamble Co. 3,316 273,437 
  397,718 
Personal Products - 0.0%   
Estee Lauder Companies, Inc. Class A 56 4,351 
Tobacco - 1.0%   
Altria Group, Inc. 4,748 303,540 
Philip Morris International, Inc. 1,120 98,874 
Reynolds American, Inc. 3,443 186,266 
  588,680 
TOTAL CONSUMER STAPLES  4,768,076 
ENERGY - 7.3%   
Energy Equipment & Services - 0.7%   
Baker Hughes, Inc. 183 11,772 
Schlumberger Ltd. 4,896 411,509 
  423,281 
Oil, Gas & Consumable Fuels - 6.6%   
Anadarko Petroleum Corp. 624 43,150 
Apache Corp. 1,133 74,721 
Cheniere Energy, Inc. (a) 1,419 57,980 
Chevron Corp. 3,890 433,968 
Concho Resources, Inc. (a) 1,055 150,886 
ConocoPhillips Co. 2,702 131,101 
Diamondback Energy, Inc. (a) 1,734 187,012 
Enbridge, Inc. 6,293 264,687 
EOG Resources, Inc. 5,372 550,737 
EQT Corp. 2,882 201,971 
Exxon Mobil Corp. 3,457 301,796 
Imperial Oil Ltd. 1,513 51,800 
Kinder Morgan, Inc. 4,106 91,153 
Occidental Petroleum Corp. 2,848 203,233 
Pioneer Natural Resources Co. 1,605 306,619 
Suncor Energy, Inc. 3,761 119,776 
The Williams Companies, Inc. 11,772 361,400 
TransCanada Corp. 1,922 86,320 
Valero Energy Corp. 1,406 86,553 
  3,704,863 
TOTAL ENERGY  4,128,144 
FINANCIALS - 14.3%   
Banks - 9.3%   
Bank of America Corp. (b) 49,834 1,052,494 
Citigroup, Inc. (b) 12,937 729,517 
East West Bancorp, Inc. 1,672 80,055 
JPMorgan Chase & Co. (b) 7,932 635,908 
KeyCorp 8,287 143,448 
PNC Financial Services Group, Inc. 547 60,465 
Standard Chartered PLC (United Kingdom) (a) 795 6,377 
SVB Financial Group (a) 569 89,919 
U.S. Bancorp (b) 32,081 1,591,859 
Wells Fargo & Co. 15,645 827,933 
  5,217,975 
Capital Markets - 2.6%   
Bank of New York Mellon Corp. 3,803 180,338 
Charles Schwab Corp. (b) 8,153 315,195 
Goldman Sachs Group, Inc. 930 203,940 
IntercontinentalExchange, Inc. 2,770 153,458 
Morgan Stanley(b) 8,152 337,167 
S&P Global, Inc. 1,487 176,938 
State Street Corp. 1,412 111,266 
  1,478,302 
Consumer Finance - 0.4%   
Discover Financial Services 3,074 208,325 
Diversified Financial Services - 0.6%   
Berkshire Hathaway, Inc. Class B (a) 2,236 352,036 
Insurance - 1.4%   
American International Group, Inc. 157 9,943 
Aon PLC 840 95,844 
Arthur J. Gallagher & Co. 1,620 81,567 
Chubb Ltd. 1,344 172,032 
Everest Re Group Ltd. 309 65,060 
Hartford Financial Services Group, Inc. 2,624 123,643 
Marsh & McLennan Companies, Inc. 459 31,813 
MetLife, Inc. 4,200 231,042 
  810,944 
TOTAL FINANCIALS  8,067,582 
HEALTH CARE - 11.3%   
Biotechnology - 1.7%   
Alexion Pharmaceuticals, Inc. (a) 834 102,240 
Amgen, Inc. 366 52,730 
Biogen, Inc. (a) 786 231,139 
BioMarin Pharmaceutical, Inc. (a) 715 61,225 
Celgene Corp. (a) 2,038 241,523 
Gilead Sciences, Inc. 1,168 86,082 
Intercept Pharmaceuticals, Inc. (a) 100 10,112 
Regeneron Pharmaceuticals, Inc. (a) 23 8,723 
Vertex Pharmaceuticals, Inc. (a) 2,060 168,117 
  961,891 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 4,747 180,718 
Becton, Dickinson & Co. 24 4,058 
Boston Scientific Corp. (a) 10,610 217,081 
Danaher Corp. 6,417 501,617 
Medtronic PLC 884 64,541 
Zimmer Biomet Holdings, Inc. 2,113 215,230 
  1,183,245 
Health Care Providers & Services - 2.1%   
Aetna, Inc. 2,112 276,334 
Anthem, Inc. 93 13,255 
Cigna Corp. 198 26,679 
Express Scripts Holding Co.(a) 322 24,433 
Humana, Inc. 587 124,820 
McKesson Corp. 389 55,942 
UnitedHealth Group, Inc. 4,188 663,044 
  1,184,507 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 1,401 61,616 
Illumina, Inc. (a) 468 62,310 
  123,926 
Pharmaceuticals - 5.2%   
Allergan PLC 1,355 263,277 
AstraZeneca PLC sponsored ADR 440 11,502 
Bayer AG 31 2,919 
Bristol-Myers Squibb Co. 4,363 246,248 
Eli Lilly & Co. 2,498 167,666 
GlaxoSmithKline PLC sponsored ADR 2,505 94,664 
Johnson & Johnson 2,878 320,321 
Merck & Co., Inc. 1,925 117,791 
Novartis AG sponsored ADR 133 9,145 
Pfizer, Inc. 30,073 966,546 
Sanofi SA 244 19,666 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,523 57,417 
Zoetis, Inc. Class A 12,822 645,972 
  2,923,134 
TOTAL HEALTH CARE  6,376,703 
INDUSTRIALS - 11.1%   
Aerospace & Defense - 2.4%   
General Dynamics Corp. 815 142,910 
Lockheed Martin Corp. 1,482 393,101 
Northrop Grumman Corp. 1,936 483,322 
The Boeing Co. 450 67,752 
United Technologies Corp. 2,314 249,264 
  1,336,349 
Air Freight & Logistics - 0.2%   
FedEx Corp. 199 38,142 
United Parcel Service, Inc. Class B (b) 644 74,652 
  112,794 
Airlines - 0.8%   
Delta Air Lines, Inc. 4,859 234,107 
United Continental Holdings, Inc. (a) 2,619 180,580 
  414,687 
Building Products - 0.5%   
Allegion PLC 1,868 124,988 
Masco Corp. 4,878 154,389 
Tyco International Ltd. 188 8,456 
  287,833 
Electrical Equipment - 1.0%   
Eaton Corp. PLC 2,365 157,296 
Fortive Corp. 7,444 409,346 
  566,642 
Industrial Conglomerates - 4.0%   
General Electric Co. (b) 29,210 898,500 
Honeywell International, Inc. 11,941 1,360,558 
  2,259,058 
Machinery - 0.7%   
Caterpillar, Inc. 79 7,549 
Deere & Co. 288 28,858 
PACCAR, Inc. 1,685 104,723 
Snap-On, Inc. 432 72,230 
Stanley Black & Decker, Inc. 1,591 188,740 
  402,100 
Road & Rail - 1.5%   
Canadian Pacific Railway Ltd. 1,068 163,488 
CSX Corp. 1,723 61,701 
Norfolk Southern Corp. 287 30,554 
Union Pacific Corp. 5,903 598,151 
  853,894 
TOTAL INDUSTRIALS  6,233,357 
INFORMATION TECHNOLOGY - 20.3%   
Communications Equipment - 0.5%   
Cisco Systems, Inc. 10,032 299,154 
Electronic Equipment & Components - 1.4%   
Amphenol Corp. Class A 9,273 632,975 
TE Connectivity Ltd. 2,064 139,609 
  772,584 
Internet Software & Services - 4.7%   
Alphabet, Inc.:   
Class A (a) 164 127,244 
Class C (a) 2,112 1,600,984 
eBay, Inc. (a) 9,322 259,245 
Facebook, Inc. Class A (a) 5,592 662,205 
Velti PLC (a)(c) 976 
  2,649,681 
IT Services - 2.7%   
Accenture PLC Class A 1,853 221,304 
Cognizant Technology Solutions Corp. Class A (a) 437 24,070 
Fidelity National Information Services, Inc. 2,216 171,053 
First Data Corp. Class A (a) 1,218 17,746 
IBM Corp. 1,979 321,033 
MasterCard, Inc. Class A (b) 826 84,417 
PayPal Holdings, Inc. (a) 492 19,326 
Visa, Inc. Class A 8,304 642,065 
  1,501,014 
Semiconductors & Semiconductor Equipment - 5.5%   
Analog Devices, Inc. 10,615 788,058 
Broadcom Ltd. 2,927 499,024 
Intel Corp. 6,283 218,020 
Lam Research Corp. 818 86,724 
Micron Technology, Inc. (a) 3,439 67,164 
NVIDIA Corp. 614 56,611 
NXP Semiconductors NV (a) 833 82,592 
Qualcomm, Inc. 6,322 430,718 
Texas Instruments, Inc. 7,987 590,479 
Xilinx, Inc. 4,979 268,766 
  3,088,156 
Software - 3.2%   
Adobe Systems, Inc. (a) 2,316 238,108 
Microsoft Corp. 20,659 1,244,911 
Oracle Corp. 3,000 120,570 
Salesforce.com, Inc. (a) 200 14,400 
Take-Two Interactive Software, Inc. (a) 2,451 120,663 
Workday, Inc. Class A (a) 1,000 84,320 
  1,822,972 
Technology Hardware, Storage & Peripherals - 2.3%   
Apple, Inc. 10,822 1,196,047 
HP, Inc. 5,968 91,907 
  1,287,954 
TOTAL INFORMATION TECHNOLOGY  11,421,515 
MATERIALS - 3.7%   
Chemicals - 3.4%   
E.I. du Pont de Nemours & Co. 3,467 255,206 
Eastman Chemical Co. 2,573 193,284 
LyondellBasell Industries NV Class A 374 33,780 
Monsanto Co. 5,948 610,919 
PPG Industries, Inc. 70 6,715 
Praxair, Inc. 4,707 566,252 
The Dow Chemical Co. 3,013 167,884 
The Mosaic Co. 2,406 68,330 
  1,902,370 
Containers & Packaging - 0.3%   
Berry Plastics Group, Inc. (a) 1,826 90,880 
Crown Holdings, Inc. (a) 2,165 117,754 
  208,634 
TOTAL MATERIALS  2,111,004 
REAL ESTATE - 1.1%   
Equity Real Estate Investment Trusts (REITs) - 1.1%   
American Tower Corp. 102 10,432 
AvalonBay Communities, Inc. 892 146,725 
Crown Castle International Corp. 3,373 281,511 
Kimco Realty Corp. 4,225 107,907 
MGM Growth Properties LLC 1,442 34,608 
Public Storage 28 5,860 
  587,043 
TELECOMMUNICATION SERVICES - 1.7%   
Diversified Telecommunication Services - 1.6%   
AT&T, Inc. 9,569 369,650 
Verizon Communications, Inc. 10,484 523,152 
  892,802 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (a) 984 53,343 
TOTAL TELECOMMUNICATION SERVICES  946,145 
UTILITIES - 2.7%   
Electric Utilities - 2.4%   
Edison International 1,766 121,448 
Exelon Corp. 1,417 46,067 
Fortis, Inc. 3,890 115,844 
Fortis, Inc. 3,597 107,216 
NextEra Energy, Inc. 4,508 514,949 
PG&E Corp. 1,656 97,373 
PPL Corp. 8,257 276,279 
Xcel Energy, Inc. 2,461 96,004 
  1,375,180 
Multi-Utilities - 0.3%   
Ameren Corp. 1,713 84,143 
CMS Energy Corp. 1,710 68,776 
  152,919 
TOTAL UTILITIES  1,528,099 
TOTAL COMMON STOCKS   
(Cost $41,965,809)  53,180,941 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c)   
(Cost $6,909) 151 5,508 
Equity Funds - 0.4%   
Sector Funds - 0.4%   
iShares NASDAQ Biotechnology Index ETF   
(Cost $197,442) 719 197,056 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.3% to 0.37% 12/22/16 to 2/2/17 (d)   
(Cost $79,964) $80,000 79,959 
 Shares  
Money Market Funds - 4.9%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $2,773,433) 2,773,433 2,773,433 
TOTAL INVESTMENT PORTFOLIO - 99.8%   
(Cost $45,023,557)  56,236,897 
NET OTHER ASSETS (LIABILITIES) - 0.2%  91,211 
NET ASSETS - 100%  $56,328,108 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Bank of America Corp. 1/20/17 - $18.00 14 $336 $(4,550) 
Bank of America Corp. 1/20/17 - $20.00 21 924 (3,297) 
Charles Schwab Corp. 1/20/17 - $35.00 123 (830) 
Citigroup, Inc. 1/20/17 - $50.00 609 (2,063) 
Citigroup, Inc. 1/20/17 - $55.00 132 (885) 
Citigroup, Inc. 2/17/17 - $60.00 238 (247) 
General Electric 1/20/17 - $32.00 186 (138) 
JPMorgan Chase & Co. 1/20/17 - $70.00 1,009 (7,262) 
JPMorgan Chase & Co. 1/20/17 - $85.00 51 (69) 
MasterCard, Inc. Class A 1/20/17 - $105.00 281 (158) 
Morgan Stanley 1/20/17 - $36.00 138 (1,740) 
U.S. Bancorp 1/20/17 - $50.00 111 (285) 
United Parcel Service, Inc. Class B 4/21/17 - $115.00 284 (960) 
TOTAL WRITTEN OPTIONS   $4,422 $(22,484) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
15 CME E-mini S&P 500 Index Contracts (United States) Dec. 2016 1,649,100 $25,577 

The face value of futures purchased as a percentage of Net Assets is 2.9%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $1,900,088.

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $270,054.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,511 or 0.0% 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 $79,959.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
The Honest Co., Inc. Series D 8/12/15 $6,909 
Velti PLC 4/19/13 $1,464 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $7,018,781 $7,013,273 $-- $5,508 
Consumer Staples 4,768,076 4,741,423 26,653 -- 
Energy 4,128,144 4,128,144 -- -- 
Financials 8,067,582 8,067,582 -- -- 
Health Care 6,376,703 6,354,118 22,585 -- 
Industrials 6,233,357 6,233,357 -- -- 
Information Technology 11,421,515 11,421,512 -- 
Materials 2,111,004 2,111,004 -- -- 
Real Estate 587,043 587,043 -- -- 
Telecommunication Services 946,145 946,145 -- -- 
Utilities 1,528,099 1,528,099 -- -- 
Equity Funds 197,056 197,056 -- -- 
Other Short-Term Investments 79,959 -- 79,959 -- 
Money Market Funds 2,773,433 2,773,433 -- -- 
Total Investments in Securities: $56,236,897 $56,102,189 $129,200 $5,508 
Derivative Instruments:     
Assets     
Futures Contracts $25,577 $25,577 $-- $-- 
Total Assets $25,577 $25,577 $-- $-- 
Liabilities     
Written Options $(22,484) $(22,484) $-- $-- 
Total Liabilities $(22,484) $(22,484) $-- $-- 
Total Derivative Instruments: $3,093 $3,093 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $25,577 $0 
Written Options(b) (22,484) 
Total Equity Risk 25,577 (22,484) 
Total Value of Derivatives $25,577 $(22,484) 

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

 (b) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $45,023,557) 
 $56,236,897 
Receivable for investments sold  1,116,621 
Receivable for fund shares sold  8,201 
Dividends receivable  119,737 
Interest receivable  44 
Prepaid expenses  121 
Receivable from investment adviser for expense reductions  3,140 
Other receivables  3,570 
Total assets  57,488,331 
Liabilities   
Payable for investments purchased $965,972  
Payable for fund shares redeemed 60,600  
Accrued management fee 27,642  
Distribution and service plan fees payable 25  
Payable for daily variation margin for derivative instruments 3,750  
Written options, at value (premium received $4,422) 22,484  
Other affiliated payables 5,845  
Other payables and accrued expenses 73,905  
Total liabilities  1,160,223 
Net Assets  $56,328,108 
Net Assets consist of:   
Paid in capital  $43,217,508 
Undistributed net investment income  248,659 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,641,133 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  11,220,808 
Net Assets  $56,328,108 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($52,831,115 ÷ 4,352,427 shares)  $12.14 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,253,465 ÷ 266,892 shares)  $12.19 
Class L:   
Net Asset Value, offering price and redemption price per share ($122,228 ÷ 10,069 shares)  $12.14 
Class N:   
Net Asset Value, offering price and redemption price per share ($121,300 ÷ 10,008 shares)  $12.12 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $509,193 
Interest  4,406 
Total income  513,599 
Expenses   
Management fee $169,091  
Transfer agent fees 25,842  
Distribution and service plan fees 153  
Accounting fees and expenses 10,948  
Custodian fees and expenses 47,101  
Independent trustees' fees and expenses 349  
Registration fees 38,221  
Audit 31,972  
Legal 4,401  
Miscellaneous 2,024  
Total expenses before reductions 330,102  
Expense reductions (78,050) 252,052 
Net investment income (loss)  261,547 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 2,192,595  
Foreign currency transactions 830  
Futures contracts 182,548  
Written options 434  
Total net realized gain (loss)  2,376,407 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
724,169  
Assets and liabilities in foreign currencies (10)  
Futures contracts (84,130)  
Written options (18,062)  
Total change in net unrealized appreciation (depreciation)  621,967 
Net gain (loss)  2,998,374 
Net increase (decrease) in net assets resulting from operations  $3,259,921 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $261,547 $490,739 
Net realized gain (loss) 2,376,407 3,376,503 
Change in net unrealized appreciation (depreciation) 621,967 (3,873,441) 
Net increase (decrease) in net assets resulting from operations 3,259,921 (6,199) 
Distributions to shareholders from net investment income (187,938) (513,897) 
Distributions to shareholders from net realized gain (2,940,130) (4,359,150) 
Total distributions (3,128,068) (4,873,047) 
Share transactions - net increase (decrease) 732,447 (3,202,704) 
Total increase (decrease) in net assets 864,300 (8,081,950) 
Net Assets   
Beginning of period 55,463,808 63,545,758 
End of period $56,328,108 $55,463,808 
Other Information   
Undistributed net investment income end of period $248,659 $175,050 

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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $12.11 $13.07 $14.28 $13.02 $10.61 $10.00 
Income from Investment Operations       
Net investment income (loss)B .05 .10 .10 .11 .13 .05 
Net realized and unrealized gain (loss) .66 (.04) 1.28 2.27 2.60 .57 
Total from investment operations .71 .06 1.38 2.38 2.73 .62 
Distributions from net investment income (.04) (.11) (.12) (.11) (.12) (.01) 
Distributions from net realized gain (.64) (.91) (2.47) (1.02) (.20) – 
Total distributions (.68) (1.02) (2.59) (1.12)C (.32) (.01) 
Net asset value, end of period $12.14 $12.11 $13.07 $14.28 $13.02 $10.61 
Total ReturnD,E 6.07% .61% 10.70% 19.49% 26.33% 6.24% 
Ratios to Average Net AssetsF       
Expenses before reductions 1.18%G 1.20% 1.14% 1.21% 1.03% 1.10%G 
Expenses net of fee waivers, if any .90%G .97% .97% .97% .97% .97%G 
Expenses net of all reductions .90%G .97% .97% .97% .96% .97%G 
Net investment income (loss) .92%G .84% .78% .80% 1.12% .90%G 
Supplemental Data       
Net assets, end of period (000 omitted) $52,831 $52,330 $60,606 $60,938 $67,623 $53,266 
Portfolio turnover rateH 158%G 143% 151% 134% 95% 77%G 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.12 per share is comprised of distributions from net investment income of $.108 and distributions from net realized gain of $1.015 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.15 $13.10 $14.30 $13.02 $11.62 
Income from Investment Operations      
Net investment income (loss)B .06 .11 .11 .12 .06 
Net realized and unrealized gain (loss) .66 (.04) 1.28 2.28 1.46 
Total from investment operations .72 .07 1.39 2.40 1.52 
Distributions from net investment income (.04) (.11) (.12) (.11) (.08) 
Distributions from net realized gain (.64) (.91) (2.47) (1.02) (.04) 
Total distributions (.68) (1.02) (2.59) (1.12)C (.12) 
Net asset value, end of period $12.19 $12.15 $13.10 $14.30 $13.02 
Total ReturnD,E 6.13% .69% 10.78% 19.66% 13.22% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.08%G 1.10% 1.05% 1.11% .96%G 
Expenses net of fee waivers, if any .80%G .87% .87% .87% .87%G 
Expenses net of all reductions .80%G .87% .87% .87% .86%G 
Net investment income (loss) 1.02%G .93% .88% .90% 1.02%G 
Supplemental Data      
Net assets, end of period (000 omitted) $3,253 $2,891 $2,698 $1,527 $285 
Portfolio turnover rateH 158%G 143% 151% 134% 95% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.12 per share is comprised of distributions from net investment income of $.109 and distributions from net realized gain of $1.015 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.11 $13.07 $14.29 $13.50 
Income from Investment Operations     
Net investment income (loss)B .05 .10 .10 .07 
Net realized and unrealized gain (loss) .66 (.04) 1.27 1.19 
Total from investment operations .71 .06 1.37 1.26 
Distributions from net investment income (.04) (.11) (.12) (.06) 
Distributions from net realized gain (.64) (.91) (2.47) (.41) 
Total distributions (.68) (1.02) (2.59) (.47) 
Net asset value, end of period $12.14 $12.11 $13.07 $14.29 
Total ReturnC,D 6.07% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE     
Expenses before reductions 1.18%F 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90%F .97% .97% .97%F 
Expenses net of all reductions .90%F .97% .97% .97%F 
Net investment income (loss) .92%F .83% .78% .90%F 
Supplemental Data     
Net assets, end of period (000 omitted) $122 $122 $121 $109 
Portfolio turnover rateG 158%F 143% 151% 134% 

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

 B Calculated based on average shares outstanding during the period.

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

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

 E 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 F Annualized

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


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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.10 $13.06 $14.27 $13.50 
Income from Investment Operations     
Net investment income (loss)B .04 .07 .07 .05 
Net realized and unrealized gain (loss) .65 (.04) 1.28 1.18 
Total from investment operations .69 .03 1.35 1.23 
Distributions from net investment income (.03) (.08) (.09) (.06) 
Distributions from net realized gain (.64) (.91) (2.47) (.41) 
Total distributions (.67) (.99) (2.56) (.46)C 
Net asset value, end of period $12.12 $12.10 $13.06 $14.27 
Total ReturnD,E 5.88% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.43%G 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15%G 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15%G 1.22% 1.22% 1.22%G 
Net investment income (loss) .68%G .58% .53% .65%G 
Supplemental Data     
Net assets, end of period (000 omitted) $121 $121 $121 $109 
Portfolio turnover rateH 158%G 143% 151% 134% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.46 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.405 per share.

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

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

 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 Fund's annualized ratios. The Fund indirectly bears its proportionate share of the expenses of the Underlying Funds.

 G Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Core Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund offers Core 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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, 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. Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price 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 November 30, 2016 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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Underlying Funds and distributions from ETFs, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. 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), market discount, deferred trustees compensation, partnerships 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 $11,588,534 
Gross unrealized depreciation (781,162) 
Net unrealized appreciation (depreciation) on securities $10,807,372 
Tax cost $45,429,525 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts and options. 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 and exchange-traded options 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.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type Net Realized Gain (Loss) Change in Net Unrealized Appreciation (Depreciation) 
Equity Risk   
Futures Contracts $182,548 $(84,130) 
Written Options 434 (18,062) 
Total Equity Risk $182,982 $(102,192) 

A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options".

The following is a summary of the Fund written options activity:

 Number of Contracts Amount of Premiums 
Outstanding at beginning of period – $– 
Options Opened 90 5,648 
Options Exercised – – 
Options Closed (22) (1,226) 
Options Expired – – 
Outstanding at end of period 68 $4,422 

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $41,972,472 and $43,438,677, 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 1.05% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .60% of the Fund's average net assets.

Sub-Advisers. AllianceBernstein, L.P. (AB), First Eagle Investment Management, LLC, J.P. Morgan Investment Management, Inc. and FIAM LLC (an affiliate of the investment adviser) each served as a sub-adviser for the Fund during the period. Sub-advisers provide discretionary investment advisory services for their allocated portion of the Fund's assets and are paid by the investment adviser and not the Fund for providing these services.

Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC, ClariVest Asset Management LLC, Geode Capital Management, LLC, Loomis Sayles & Company, L.P., LSV Asset Management, Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc., Oppenheimer Funds, Inc., Robeco Investment Management, Inc. (d/b/a Boston Partners), T. Rowe Price Associates, Inc. and Waddell & Reed Investment Management Co. have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $153 $153 

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(a) 
Core Multi-Manager $25,724 .10 
Class L 59 .10 
Class N 59 .10 
 $25,842  

 (a) Annualized


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 $169 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $93 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Core Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2018. 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 
Expense
Limitations 
Reimbursement 
Core Multi-Manager  .90% $73,442 
Class F .80%(a) .81%(b) 4,254 
Class L  .90% 170 
Class N  1.15% 170 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $4.

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 $10 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Core Multi-Manager $177,575 $487,696 
Class F 9,660 24,473 
Class L 413 1,009 
Class N 290 719 
Total $187,938 $513,897 
From net realized gain   
Core Multi-Manager $2,776,231 $4,135,487 
Class F 151,030 206,573 
Class L 6,451 8,557 
Class N 6,418 8,533 
Total $2,940,130 $4,359,150 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended
November 30, 2016 
Year ended May 31, 2016 Six months ended
November 30, 2016 
Year ended May 31, 2016 
Core Multi-Manager     
Shares sold 65,249 96,245 $778,943 $1,129,447 
Reinvestment of distributions 251,388 384,610 2,953,806 4,623,183 
Shares redeemed (285,117) (796,791) (3,342,074) (9,362,604) 
Net increase (decrease) 31,520 (315,936) $390,675 $(3,609,974) 
Class F     
Shares sold 51,950 92,805 $618,556 $1,114,584 
Reinvestment of distributions 13,629 19,171 160,690 231,046 
Shares redeemed (36,521) (80,075) (437,568) (957,178) 
Net increase (decrease) 29,058 31,901 $341,678 $388,452 
Class L     
Reinvestment of distributions 584 796 6,863 9,566 
Shares redeemed (578) – (6,762) – 
Net increase (decrease) 796 $101 $9,566 
Class N     
Reinvestment of distributions 571 769 6,708 9,252 
Shares redeemed (575) – (6,715) – 
Net increase (decrease) (4) 769 $(7) $9,252 

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 90% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,060.70 $4.65 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class F .80%    
Actual  $1,000.00 $1,061.30 $4.13 
Hypothetical-C  $1,000.00 $1,021.06 $4.05 
Class L .90%    
Actual  $1,000.00 $1,060.70 $4.65 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class N 1.15%    
Actual  $1,000.00 $1,058.80 $5.94 
Hypothetical-C  $1,000.00 $1,019.30 $5.82 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contract

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted at an in-person meeting to approve an amendment to the fee schedule in the existing sub-advisory agreement (the Current Sub-Advisory Agreement) with T. Rowe Price Associates, Inc. (T. Rowe Price) for the fund (the Amended Sub-Advisory Agreement), which has the potential to lower the amount of fees paid by Strategic Advisers, Inc. (Strategic Advisers) to T. Rowe Price, on behalf of the fund. The terms of the Amended Sub-Advisory Agreement are identical to those of the Current Sub-Advisory Agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding T. Rowe Price, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting. The Board also considered the information provided by T. Rowe Price in June 2016 in connection with the 2016 annual renewal of the Current Sub-Advisory Agreement.

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

Investment Performance. The Board noted that it considered historical investment performance of T. Rowe Price in managing fund assets in connection with its renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting and that it will consider such information at its September 2016 meeting. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule will not result in any changes to the fund's total management fee or total fund expenses because Strategic Advisers has not allocated any assets of the fund to T. Rowe Price at this time. The Board considered that to the extent Strategic Advisers allocates assets of the fund to T. Rowe Price in the future, the new fee schedule under the Amended Sub-Advisory Agreement would result in lower fees to be paid by Strategic Advisers to T. Rowe Price, on behalf of the fund, compared to the fees that would be paid under the Current Sub-Advisory Agreement. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' expense reimbursement arrangements for each class of the fund. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

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

Possible Economies of Scale. The Board considered that the Amended Sub-Advisory Agreement, like the Current Sub-Advisory Agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to T. Rowe Price as assets allocated to T. Rowe Price grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

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

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve two new investment advisory agreements (the New Sub-Advisory Agreements) with FIAM LLC (FIAM) for the fund to add two new investment mandates to the fund, subject to shareholder approval.

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 each New Sub-Advisory Agreement.

In considering whether to approve each New 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 New Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of each 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandates approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under each New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under each New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under each New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under each New Sub-Advisory Agreement than the investment mandates approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under each New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under each New 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 FIAM and the portfolio managers in managing accounts under similar investment mandates.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing each New 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 FIAM under each New Sub-Advisory Agreement and the impact on total net expenses of the fund, if any, as a result of the New Sub-Advisory Agreements.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.05% of the fund's average daily net assets and that each New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of each New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each New 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-Advisory Agreements, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement with respect to one of the new investment mandates provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow. With respect to the other investment mandate, the Board noted that although the fee schedule does not include breakpoints, the fee schedule is the lowest fee schedule offered by FIAM for the investment mandate.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that each New 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 New 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 Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

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

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. The Board also approved an amendment to the sub-advisory agreement with T. Rowe Price, which has the potential to lower the amount of the fees paid by Strategic Advisers to T. Rowe Price, on behalf of the fund. The Board noted that the terms of the amended sub-advisory agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule. The Board also noted that the amended sub-advisory agreements would not result in changes to the nature, extent, and quality of services provided to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreements with FIAM and T. Rowe Price is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended 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 and approve the amended sub-advisory agreements 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, AB, Aristotle, Brandywine, ClariVest, FIAM, First Eagle, JPMorgan, Loomis Sayles, LSV, MFS, MSIM, OppenheimerFunds, Boston Partners, T. Rowe Price, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Core Multi-Manager Fund


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 for the one-year period and the second quartile for the three year period ended December 31, 2015. The Board also noted that Class F out-performed 77% and 59% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board noted that the fund's contractual 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 July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2a

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to FIAM's Sector Managed strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 

PROPOSAL 2b

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 

PROPOSAL 4a

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Core Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 48,989,698.04 87.976 
Against  515,760.11 0.926 
Abstain  6,179,974.42 11.098 
TOTAL  55,685,432.57 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

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MMC-L-MMC-N-SANN-0117
1.9585622.103


Strategic Advisers® Growth Multi-Manager Fund
Class F



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity SAI U.S. Quality Index Fund 5.3 0.0 
Fidelity Blue Chip Growth Fund 5.3 0.0 
Facebook, Inc. Class A 3.7 3.8 
Amazon.com, Inc. 3.6 3.9 
Microsoft Corp. 3.3 2.2 
Apple, Inc. 2.8 3.1 
Alphabet, Inc. Class C 2.1 2.2 
Alphabet, Inc. Class A 2.0 2.4 
Visa, Inc. Class A 1.6 2.7 
Comcast Corp. Class A 1.5 1.6 
 31.2  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 31.1 33.0 
Consumer Discretionary 14.6 18.6 
Health Care 13.3 15.5 
Consumer Staples 8.4 10.1 
Industrials 7.9 8.4 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 
   Common Stocks 83.4% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.0% 


As of May 31, 2016 
   Common Stocks 95.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.3% 


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

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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 83.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 14.6%   
Auto Components - 0.9%   
Lear Corp. 3,002 $388,789 
The Goodyear Tire & Rubber Co. 4,291 131,691 
  520,480 
Automobiles - 0.3%   
Thor Industries, Inc. 1,760 177,003 
Hotels, Restaurants & Leisure - 2.6%   
Brinker International, Inc. 2,031 107,866 
Carnival Corp. unit 4,026 206,977 
Domino's Pizza, Inc. 2,176 365,655 
Marriott International, Inc. Class A 998 78,622 
McDonald's Corp. 274 32,680 
Wyndham Worldwide Corp. 2,131 153,411 
Yum China Holdings, Inc. (a) 4,979 140,009 
Yum! Brands, Inc. 6,161 390,546 
  1,475,766 
Household Durables - 0.6%   
D.R. Horton, Inc. 7,513 208,260 
Mohawk Industries, Inc. (a) 563 111,159 
Tupperware Brands Corp. 724 40,139 
  359,558 
Internet & Direct Marketing Retail - 4.0%   
Amazon.com, Inc. (a) 2,774 2,082,081 
Priceline Group, Inc. (a) 160 240,589 
  2,322,670 
Media - 2.5%   
Charter Communications, Inc. Class A (a) 1,077 296,509 
Comcast Corp. Class A 12,266 852,610 
The Walt Disney Co. 2,870 284,474 
  1,433,593 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,557 137,265 
Specialty Retail - 3.0%   
AutoZone, Inc. (a) 383 299,958 
Dick's Sporting Goods, Inc. 3,145 185,775 
Foot Locker, Inc. 2,888 206,983 
Gap, Inc. 5,062 126,398 
Home Depot, Inc. 4,091 529,375 
Lowe's Companies, Inc. 1,304 91,997 
Ross Stores, Inc. 2,155 145,656 
Urban Outfitters, Inc. (a) 4,032 127,411 
  1,713,553 
Textiles, Apparel & Luxury Goods - 0.5%   
lululemon athletica, Inc. (a) 3,266 186,129 
Michael Kors Holdings Ltd. (a) 2,753 127,987 
  314,116 
TOTAL CONSUMER DISCRETIONARY  8,454,004 
CONSUMER STAPLES - 8.4%   
Beverages - 2.9%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,127 170,335 
Molson Coors Brewing Co. Class B 2,142 209,980 
Monster Beverage Corp. (a) 10,359 463,565 
PepsiCo, Inc. 4,111 411,511 
The Coca-Cola Co. 10,082 406,809 
  1,662,200 
Food & Staples Retailing - 1.2%   
CVS Health Corp. 4,604 354,002 
Sysco Corp. 1,690 89,993 
Wal-Mart Stores, Inc. 3,810 268,338 
  712,333 
Food Products - 2.3%   
Archer Daniels Midland Co. 4,975 215,069 
Danone SA sponsored ADR 29,945 374,073 
Ingredion, Inc. 1,210 142,030 
Mondelez International, Inc. 3,513 144,876 
Pilgrim's Pride Corp. 3,115 54,855 
Pinnacle Foods, Inc. 2,760 136,786 
The J.M. Smucker Co. 1,336 168,269 
Tyson Foods, Inc. Class A 1,976 112,257 
  1,348,215 
Household Products - 0.7%   
Procter & Gamble Co. 4,631 381,872 
Personal Products - 0.5%   
Coty, Inc. Class A 5,928 110,913 
Estee Lauder Companies, Inc. Class A 2,312 179,642 
  290,555 
Tobacco - 0.8%   
Altria Group, Inc. 3,730 238,459 
Philip Morris International, Inc. 1,873 165,348 
Reynolds American, Inc. 835 45,174 
  448,981 
TOTAL CONSUMER STAPLES  4,844,156 
ENERGY - 0.6%   
Energy Equipment & Services - 0.5%   
Schlumberger Ltd. 3,704 311,321 
Oil, Gas & Consumable Fuels - 0.1%   
Parsley Energy, Inc. Class A (a) 1,454 55,470 
TOTAL ENERGY  366,791 
FINANCIALS - 3.0%   
Banks - 0.4%   
Bank of America Corp. 10,783 227,737 
Capital Markets - 1.5%   
Bank of New York Mellon Corp. 5,955 282,386 
FactSet Research Systems, Inc. 1,393 223,117 
Greenhill & Co., Inc. 180 4,986 
SEI Investments Co. 7,207 340,026 
  850,515 
Consumer Finance - 0.6%   
American Express Co. 2,397 172,680 
Discover Financial Services 2,871 194,568 
  367,248 
Insurance - 0.5%   
MetLife, Inc. 3,094 170,201 
Prudential Financial, Inc. 1,437 144,562 
  314,763 
TOTAL FINANCIALS  1,760,263 
HEALTH CARE - 13.3%   
Biotechnology - 4.5%   
AbbVie, Inc. 3,647 221,738 
Alexion Pharmaceuticals, Inc. (a) 283 34,693 
Amgen, Inc. 5,108 735,910 
Biogen, Inc. (a) 734 215,847 
Celgene Corp. (a) 4,486 531,636 
Gilead Sciences, Inc. 7,728 569,554 
Regeneron Pharmaceuticals, Inc. (a) 723 274,191 
  2,583,569 
Health Care Equipment & Supplies - 2.3%   
Edwards Lifesciences Corp. (a) 5,486 454,515 
Hologic, Inc. (a) 4,206 161,006 
Medtronic PLC 2,098 153,175 
Stryker Corp. 978 111,159 
The Cooper Companies, Inc. 1,135 186,696 
Varian Medical Systems, Inc. (a) 3,144 282,426 
  1,348,977 
Health Care Providers & Services - 2.6%   
Aetna, Inc. 1,389 181,737 
Express Scripts Holding Co. (a) 2,645 200,703 
HCA Holdings, Inc. (a) 2,776 196,791 
Laboratory Corp. of America Holdings (a) 1,716 215,959 
McKesson Corp. 738 106,132 
UnitedHealth Group, Inc. 3,675 581,826 
  1,483,148 
Health Care Technology - 0.4%   
Cerner Corp. (a) 4,955 246,660 
Life Sciences Tools & Services - 1.1%   
Thermo Fisher Scientific, Inc. 3,473 486,602 
Waters Corp. (a) 878 118,152 
  604,754 
Pharmaceuticals - 2.4%   
Bristol-Myers Squibb Co. 810 45,716 
Eli Lilly & Co. 5,983 401,579 
Merck & Co., Inc. 6,481 396,572 
Novartis AG sponsored ADR 3,389 233,028 
Novo Nordisk A/S Series B sponsored ADR 9,966 334,858 
  1,411,753 
TOTAL HEALTH CARE  7,678,861 
INDUSTRIALS - 7.9%   
Aerospace & Defense - 2.6%   
General Dynamics Corp. 1,262 221,292 
Lockheed Martin Corp. 610 161,803 
Northrop Grumman Corp. 2,587 645,845 
Orbital ATK, Inc. 643 54,867 
Spirit AeroSystems Holdings, Inc. Class A 1,700 99,025 
Textron, Inc. 3,297 151,761 
United Technologies Corp. 1,788 192,603 
  1,527,196 
Air Freight & Logistics - 1.5%   
Expeditors International of Washington, Inc. 6,949 366,490 
FedEx Corp. 746 142,986 
United Parcel Service, Inc. Class B 2,967 343,935 
  853,411 
Airlines - 0.7%   
Copa Holdings SA Class A 981 87,181 
Delta Air Lines, Inc. 5,143 247,790 
JetBlue Airways Corp. (a) 4,009 80,541 
  415,512 
Building Products - 0.9%   
Lennox International, Inc. 447 66,455 
Owens Corning 8,547 439,145 
  505,600 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 660 119,533 
Machinery - 1.1%   
Deere & Co. 2,989 299,498 
Ingersoll-Rand PLC 3,325 247,846 
Oshkosh Corp. 1,640 114,800 
  662,144 
Road & Rail - 0.3%   
Union Pacific Corp. 1,537 155,744 
Trading Companies & Distributors - 0.6%   
HD Supply Holdings, Inc. (a) 3,097 121,526 
United Rentals, Inc. (a) 2,004 202,624 
  324,150 
TOTAL INDUSTRIALS  4,563,290 
INFORMATION TECHNOLOGY - 31.1%   
Communications Equipment - 1.7%   
Cisco Systems, Inc. 25,336 755,520 
Juniper Networks, Inc. 8,145 224,313 
  979,833 
Internet Software & Services - 9.2%   
Alibaba Group Holding Ltd. sponsored ADR (a) 6,106 574,086 
Alphabet, Inc.:   
Class A (a) 1,487 1,153,734 
Class C (a) 1,626 1,232,573 
Dropbox, Inc. (a)(b) 1,441 18,330 
eBay, Inc. (a) 8,090 224,983 
Facebook, Inc. Class A (a) 17,850 2,113,797 
SurveyMonkey (a)(b) 1,159 13,201 
  5,330,704 
IT Services - 6.1%   
Accenture PLC Class A 2,224 265,612 
Alliance Data Systems Corp. 315 72,066 
Amdocs Ltd. 1,756 103,551 
Automatic Data Processing, Inc. 1,166 111,959 
Cognizant Technology Solutions Corp. Class A (a) 3,761 207,156 
Fiserv, Inc. (a) 2,004 209,658 
FleetCor Technologies, Inc. (a) 2,262 337,807 
Gartner, Inc. (a) 1,484 152,585 
Global Payments, Inc. 4,192 287,362 
IBM Corp. 1,161 188,337 
Leidos Holdings, Inc. 2,285 116,992 
MasterCard, Inc. Class A 2,367 241,907 
Vantiv, Inc. (a) 4,760 268,607 
Visa, Inc. Class A 12,168 940,830 
  3,504,429 
Semiconductors & Semiconductor Equipment - 3.9%   
Analog Devices, Inc. 794 58,947 
Applied Materials, Inc. 11,275 363,055 
Broadcom Ltd. 704 120,025 
Intel Corp. 8,589 298,038 
Lam Research Corp. 2,345 248,617 
NVIDIA Corp. 5,286 487,369 
Qualcomm, Inc. 7,833 533,662 
Texas Instruments, Inc. 1,794 132,630 
  2,242,343 
Software - 7.0%   
Activision Blizzard, Inc. 3,150 115,322 
Adobe Systems, Inc. (a) 2,251 231,425 
Autodesk, Inc. (a) 4,955 359,783 
Electronic Arts, Inc. (a) 6,354 503,491 
Intuit, Inc. 2,306 262,146 
Microsoft Corp. 31,283 1,885,114 
Oracle Corp. 12,795 514,231 
Synopsys, Inc. (a) 3,420 206,842 
  4,078,354 
Technology Hardware, Storage & Peripherals - 3.2%   
Apple, Inc. 14,663 1,620,555 
NCR Corp. (a) 3,962 153,528 
NetApp, Inc. 2,962 108,291 
  1,882,374 
TOTAL INFORMATION TECHNOLOGY  18,018,037 
MATERIALS - 2.7%   
Chemicals - 1.6%   
LyondellBasell Industries NV Class A 5,580 503,986 
Monsanto Co. 2,418 248,353 
Sherwin-Williams Co. 743 199,622 
  951,961 
Containers & Packaging - 0.2%   
Owens-Illinois, Inc. (a) 5,595 102,780 
Metals & Mining - 0.9%   
Newmont Mining Corp. 5,524 179,199 
Steel Dynamics, Inc. 8,891 315,453 
  494,652 
TOTAL MATERIALS  1,549,393 
REAL ESTATE - 0.7%   
Equity Real Estate Investment Trusts (REITs) - 0.6%   
Digital Realty Trust, Inc. 1,110 102,486 
Equity Lifestyle Properties, Inc. 1,087 75,470 
Extra Space Storage, Inc. 785 55,076 
Simon Property Group, Inc. 498 89,466 
  322,498 
Real Estate Management & Development - 0.1%   
Realogy Holdings Corp. 2,382 57,525 
TOTAL REAL ESTATE  380,023 
TELECOMMUNICATION SERVICES - 1.0%   
Diversified Telecommunication Services - 1.0%   
AT&T, Inc. 2,894 111,795 
Verizon Communications, Inc. 8,979 448,052 
  559,847 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 7,199 82,429 
TOTAL COMMON STOCKS   
(Cost $36,639,133)  48,257,094 
Preferred Stocks - 0.0%   
Convertible Preferred Stocks - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b) 144 1,832 
Nonconvertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
Flipkart Series D (a)(b) 365 19,027 
TOTAL PREFERRED STOCKS   
(Cost $9,679)  20,859 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (c) 44,507 3,056,303 
Fidelity SAI U.S. Quality Index Fund(c) 282,596 3,077,467 
TOTAL EQUITY FUNDS   
(Cost $5,819,972)  6,133,770 
 Principal Amount Value 
U.S. Treasury Obligations - 0.5%   
U.S. Treasury Bills, yield at date of purchase 0.28% to 0.32% 12/29/16 to 1/5/17 (d)   
(Cost $269,941) $270,000 269,921 
 Shares  
Money Market Funds - 5.6%   
Invesco Government & Agency Portfolio Institutional Class 0.29%(e)   
(Cost $3,210,822) 3,210,822 3,210,822 
TOTAL INVESTMENT PORTFOLIO - 100.1%   
(Cost $45,949,547)  57,892,466 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  (48,444) 
NET ASSETS - 100%  $57,844,022 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
26 ICE Russell 1000 Growth Index Contracts (United States) Dec. 2016 2,706,340 $22,980 

The face value of futures purchased as a percentage of Net Assets is 4.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $6,079,990.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $52,390 or 0.1% of net assets.

 (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 $132,961.

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Dropbox, Inc. 5/1/12 $13,044 
Dropbox, Inc. Series A 5/25/12 $1,303 
Flipkart Series D 10/4/13 $8,376 
SurveyMonkey 11/25/14 $19,066 

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 Blue Chip Growth Fund $-- $2,948,770 $44,250 $4,007 $3,056,303 
Fidelity SAI U.S. Quality Index Fund -- 2,914,718 -- 14,024 3,077,467 
Total $-- $5,863,488 $44,250 $18,031 $6,133,770 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $8,473,031 $8,454,004 $-- $19,027 
Consumer Staples 4,844,156 4,844,156 -- -- 
Energy 366,791 366,791 -- -- 
Financials 1,760,263 1,760,263 -- -- 
Health Care 7,678,861 7,678,861 -- -- 
Industrials 4,563,290 4,563,290 -- -- 
Information Technology 18,019,869 17,986,506 -- 33,363 
Materials 1,549,393 1,549,393 -- -- 
Real Estate 380,023 380,023 -- -- 
Telecommunication Services 559,847 559,847 -- -- 
Utilities 82,429 82,429 -- -- 
Equity Funds 6,133,770 6,133,770 -- -- 
Other Short-Term Investments 269,921 -- 269,921 -- 
Money Market Funds 3,210,822 3,210,822 -- -- 
Total Investments in Securities: $57,892,466 $57,570,155 $269,921 $52,390 
Derivative Instruments:     
Assets     
Futures Contracts $22,980 $22,980 $-- $-- 
Total Assets $22,980 $22,980 $-- $-- 
Total Derivative Instruments: $22,980 $22,980 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $22,980 $0 
Total Equity Risk 22,980 
Total Value of Derivatives $22,980 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $40,129,575) 
$51,758,696  
Affiliated issuers (cost $5,819,972) 6,133,770  
Total Investments (cost $45,949,547)  $57,892,466 
Cash  857 
Receivable for investments sold  174,082 
Receivable for fund shares sold  14,199 
Dividends receivable  73,434 
Prepaid expenses  129 
Other receivables  855 
Total assets  58,156,022 
Liabilities   
Payable for investments purchased $213,989  
Payable for fund shares redeemed 9,890  
Accrued management fee 22,476  
Distribution and service plan fees payable 25  
Payable for daily variation margin for derivative instruments 27,040  
Other affiliated payables 5,832  
Other payables and accrued expenses 32,748  
Total liabilities  312,000 
Net Assets  $57,844,022 
Net Assets consist of:   
Paid in capital  $41,198,242 
Undistributed net investment income  124,347 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  4,555,534 
Net unrealized appreciation (depreciation) on investments  11,965,899 
Net Assets  $57,844,022 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($54,887,728 ÷ 4,247,995 shares)  $12.92 
Class F:   
Net Asset Value, offering price and redemption price per share ($2,717,064 ÷ 210,266 shares)  $12.92 
Class L:   
Net Asset Value, offering price and redemption price per share ($120,068 ÷ 9,299 shares)  $12.91 
Class N:   
Net Asset Value, offering price and redemption price per share ($119,162 ÷ 9,243 shares)  $12.89 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $357,885 
Affiliated issuers  18,031 
Interest  2,883 
Total income  378,799 
Expenses   
Management fee $136,942  
Transfer agent fees 24,691  
Distribution and service plan fees 154  
Accounting fees and expenses 11,548  
Custodian fees and expenses 8,889  
Independent trustees' fees and expenses 368  
Registration fees 38,228  
Audit 31,972  
Legal 1,181  
Miscellaneous 1,882  
Total expenses before reductions 255,855  
Expense reductions (1,427) 254,428 
Net investment income (loss)  124,371 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,197,472  
Affiliated issuers 739  
Foreign currency transactions 227  
Futures contracts 531,605  
Realized gain distributions from underlying funds:   
Affiliated issuers 47,557  
Total net realized gain (loss)  4,777,600 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(2,923,844)  
Assets and liabilities in foreign currencies (95)  
Futures contracts (55,692)  
Total change in net unrealized appreciation (depreciation)  (2,979,631) 
Net gain (loss)  1,797,969 
Net increase (decrease) in net assets resulting from operations  $1,922,340 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $124,371 $292,540 
Net realized gain (loss) 4,777,600 4,083,861 
Change in net unrealized appreciation (depreciation) (2,979,631) (4,809,668) 
Net increase (decrease) in net assets resulting from operations 1,922,340 (433,267) 
Distributions to shareholders from net investment income (152,285) (250,913) 
Distributions to shareholders from net realized gain (2,865,448) (3,437,178) 
Total distributions (3,017,733) (3,688,091) 
Share transactions - net increase (decrease) 295,865 (2,366,614) 
Total increase (decrease) in net assets (799,528) (6,487,972) 
Net Assets   
Beginning of period 58,643,550 65,131,522 
End of period $57,844,022 $58,643,550 
Other Information   
Undistributed net investment income end of period $124,347 $152,261 

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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $10.47 $10.00 
Income from Investment Operations       
Net investment income (loss)B .03 .06 .05 .08 .07 .02 
Net realized and unrealized gain (loss) .40C (.16) 1.71 2.74 2.22 .46 
Total from investment operations .43 (.10) 1.76 2.82 2.29 .48 
Distributions from net investment income (.03) (.05) (.06) (.07) (.06) (.01) 
Distributions from net realized gain (.64) (.72) (2.38) (.73) – – 
Total distributions (.68)D (.77) (2.45)E (.79)F (.06) (.01) 
Net asset value, end of period $12.92 $13.17 $14.04 $14.73 $12.70 $10.47 
Total ReturnG,H 3.30%C (.66)% 13.15% 22.94% 21.97% 4.83% 
Ratios to Average Net AssetsI       
Expenses before reductions .86%J .82% .84% .83% .87% .91%J 
Expenses net of fee waivers, if any .86%J .82% .84% .80% .87% .91%J 
Expenses net of all reductions .86%J .82% .84% .80% .87% .91%J 
Net investment income (loss) .41%J .46% .39% .55% .60% .32%J 
Supplemental Data       
Net assets, end of period (000 omitted) $54,888 $55,948 $62,615 $65,731 $64,621 $52,717 
Portfolio turnover rateK 78%J 46% 46% 51% 65% 50%J 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.24%.

 D Total distributions of $.68 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $.644 per share.

 E Total distributions of $2.45 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $2.384 per share.

 F Total distributions of $.79 per share is comprised of distributions from net investment income of $.065 and distributions from net realized gain of $.729 per share.

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

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

 I 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.

 J Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $11.31 
Income from Investment Operations      
Net investment income (loss)B .03 .07 .07 .09 .03 
Net realized and unrealized gain (loss) .40C (.15) 1.70 2.75 1.41 
Total from investment operations .43 (.08) 1.77 2.84 1.44 
Distributions from net investment income (.04) (.07) (.08) (.08) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.73) – 
Total distributions (.68) (.79) (2.46) (.81) (.05) 
Net asset value, end of period $12.92 $13.17 $14.04 $14.73 $12.70 
Total ReturnD,E 3.35%C (.56)% 13.27% 23.05% 12.82% 
Ratios to Average Net AssetsF      
Expenses before reductions .78%G .72% .74% .74% .72%G 
Expenses net of fee waivers, if any .74%G .72% .74% .69% .72%G 
Expenses net of all reductions .74%G .72% .74% .69% .72%G 
Net investment income (loss) .54%G .55% .48% .66% .64%G 
Supplemental Data      
Net assets, end of period (000 omitted) $2,717 $2,451 $2,269 $1,286 $256 
Portfolio turnover rateH 78%G 46% 46% 51% 65% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.29%.

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

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

 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 Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.16 $14.03 $14.72 $13.96 
Income from Investment Operations     
Net investment income (loss)B .03 .06 .05 .05 
Net realized and unrealized gain (loss) .40C (.15) 1.71 1.22 
Total from investment operations .43 (.09) 1.76 1.27 
Distributions from net investment income (.04) (.05) (.07) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.46) 
Total distributions (.68) (.78)D (2.45) (.51) 
Net asset value, end of period $12.91 $13.16 $14.03 $14.72 
Total ReturnE,F 3.31%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG     
Expenses before reductions .86%H .82% .84% .85%H 
Expenses net of fee waivers, if any .86%H .82% .84% .85%H 
Expenses net of all reductions .86%H .82% .84% .85%H 
Net investment income (loss) .42%H .46% .39% .58%H 
Supplemental Data     
Net assets, end of period (000 omitted) $120 $123 $124 $109 
Portfolio turnover rateI 78%H 46% 46% 51% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.25%.

 D Total distributions of $.78 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.722 per share.

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.15 $14.01 $14.71 $13.96 
Income from Investment Operations     
Net investment income (loss)B .01 .03 .02 .03 
Net realized and unrealized gain (loss) .40C (.15) 1.70 1.23 
Total from investment operations .41 (.12) 1.72 1.26 
Distributions from net investment income (.02) (.02) (.03) (.05) 
Distributions from net realized gain (.64) (.72) (2.38) (.46) 
Total distributions (.67)D (.74) (2.42)E (.51) 
Net asset value, end of period $12.89 $13.15 $14.01 $14.71 
Total ReturnF,G 3.14%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsH     
Expenses before reductions 1.11%I 1.07% 1.09% 1.10%I 
Expenses net of fee waivers, if any 1.11%I 1.07% 1.09% 1.10%I 
Expenses net of all reductions 1.11%I 1.06% 1.09% 1.10%I 
Net investment income (loss) .17%I .21% .14% .32%I 
Supplemental Data     
Net assets, end of period (000 omitted) $119 $122 $123 $109 
Portfolio turnover rateJ 78%I 46% 46% 51% 

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

 B Calculated based on average shares outstanding during the period.

 C Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 3.08%.

 D Total distributions of $.67 per share is comprised of distributions from net investment income of $.022 and distributions from net realized gain of $.644 per share.

 E Total distributions of $2.42 per share is comprised of distributions from net investment income of $.031 and distributions from net realized gain of $2.384 per share.

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

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

 H 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.

 I Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

Strategic Advisers Growth Multi-Manager Fund (the Fund) is a fund of Fidelity Rutland Square Trust II (the Trust), and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Delaware statutory trust. The Fund is available only to certain employer-sponsored retirement plans and certain Fidelity brokerage or mutual fund accounts. The Fund offers Growth 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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016 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, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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. 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, market discount, deferred trustees compensation, security level mergers and exchanges 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 $13,033,186 
Gross unrealized depreciation (1,207,531) 
Net unrealized appreciation (depreciation) on securities $11,825,655 
Tax cost $46,066,811 

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

3. Derivative Instruments.

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

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

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.

During the period the Fund recognized net realized gain (loss) of $531,605 and a change in net unrealized appreciation (depreciation) of $(55,692) 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 $20,634,109 and $23,335,989, 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 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .46% of the Fund's average net assets.

Sub-Advisers. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc. and Waddell & Reed Investment Management Co. (Waddell & Reed)(through June 28, 2016) 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.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Waddell & Reed have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $154 $154 

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. 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(a) 
Growth Multi-Manager $24,585 .09 
Class L 53 .09 
Class N 53 .09 
 $24,691  

 (a) Annualized


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 $2 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund $37,297 for an operational error which is included in Net Realized Gain (Loss) in the accompanying Statement of Operations.

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 $93 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 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 
Expense
Limitations 
Reimbursement 
Class F .80%(a) .81%(b) $455 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


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 $972 for the period.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Growth Multi-Manager $144,377 $238,634 
Class F 7,377 11,626 
Class L 327 475 
Class N 204 178 
Total $152,285 $250,913 
From net realized gain   
Growth Multi-Manager $2,734,677 $3,295,885 
Class F 118,776 128,412 
Class L 6,013 6,450 
Class N 5,982 6,431 
Total $2,865,448 $3,437,178 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended November 30, 2016 Year ended May 31, 2016 Six months ended November 30, 2016 Year ended May 31, 2016 
Growth Multi-Manager     
Shares sold 31,848 156,433 $410,611 $2,082,156 
Reinvestment of distributions 225,102 265,932 2,879,054 3,534,519 
Shares redeemed (256,559) (635,319) (3,303,091) (8,317,006) 
Net increase (decrease) 391 (212,954) $(13,426) $(2,700,331) 
Class F     
Shares sold 40,170 73,922 $520,063 $973,407 
Reinvestment of distributions 9,863 10,546 126,153 140,038 
Shares redeemed (25,823) (60,042) (335,764) (793,262) 
Net increase (decrease) 24,210 24,426 $310,452 $320,183 
Class L     
Reinvestment of distributions 496 522 $6,340 $6,925 
Shares redeemed (534) – (6,870) – 
Net increase (decrease) (38) 522 $(530) $6,925 
Class N     
Reinvestment of distributions 484 498 $6,186 $6,609 
Shares redeemed (531) – (6,817) – 
Net increase (decrease) (47) 498 $(631) $6,609 

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 91% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Multi-Manager .86%    
Actual  $1,000.00 $1,033.00 $4.38 
Hypothetical-C  $1,000.00 $1,020.76 $4.36 
Class F .74%    
Actual  $1,000.00 $1,033.50 $3.77 
Hypothetical-C  $1,000.00 $1,021.36 $3.75 
Class L .86%    
Actual  $1,000.00 $1,033.10 $4.38 
Hypothetical-C  $1,000.00 $1,020.76 $4.36 
Class N 1.11%    
Actual  $1,000.00 $1,031.40 $5.65 
Hypothetical-C  $1,000.00 $1,019.50 $5.62 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Growth Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Growth 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 ClariVest Asset Management LLC (ClariVest), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), Loomis Sayles & Company, L.P. (Loomis Sayles), Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management Inc. (MSIM), and Waddell & Reed Investment Management Company (WRIMCO) (collectively, the Sub-Advisory Agreements and, together with the management contract, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, ClariVest, FIAM, Loomis Sayles, MFS, MSIM, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Growth Multi-Manager Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class was in the second quartile for the one- and three-year periods ended December 31, 2015. The Board also noted that the retail class had out-performed 56% and 66% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Growth Multi-Manager Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the total expenses of each class of the fund, the Board considered the fund's management fee rate 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 competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparison) that have a similar sales load structure.

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 12-month period ended December 31, 2015. 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. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that multiple structures are intended to offer a range of pricing options for the intermediary market.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

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

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2c

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Growth Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 58,743,710.84 100.000 
Against 0.00 0.000 
Abstain 0.00 0.000 
TOTAL 58,743,710.84 100.000 

PROPOSAL 4b

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Growth Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 58,743,710.84 100.000 
Against 0.00 0.000 
Abstain 0.00 0.000 
TOTAL 58,743,710.84 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMG-F-SANN-0117
1.951498.103


Strategic Advisers® Core Fund

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



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contract

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents)   
  % of fund's net assets  % of fund's net assets 6 months ago 
JPMorgan U.S. Large Cap Core Plus Fund Select Class(a) 10.8 10.9 
Fidelity SAI U.S. Quality Index Fund 6.9 4.5 
Apple, Inc. 2.1 1.8 
Microsoft Corp. 1.7 1.4 
Alphabet, Inc. Class C 1.7 1.8 
U.S. Bancorp(b) 1.6 1.2 
BBH Core Select Fund Class N 1.3 1.8 
Bank of America Corp.(b) 1.3 0.7 
JPMorgan Chase & Co.(b) 1.3 1.1 
Honeywell International, Inc. 1.3 0.7 
 30.0  

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

 (b) Security or a portion of the security is pledged as collateral for call options written.


Top Five Market Sectors as of November 30, 2016

(stocks only)   
  % of fund's net assets  % of fund's net assets 6 months ago 
Information Technology 15.7 13.2 
Financials 13.2 11.5 
Health Care 10.1 9.8 
Consumer Discretionary 9.6 7.8 
Industrials 8.5 8.0 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016  
   Common Stocks 77.4% 
   Large Blend Funds 13.3% 
   Large Growth Funds 7.3% 
   Sector Funds 0.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.8% 


As of May 31, 2016  
   Common Stocks 66.2% 
   Large Blend Funds 16.6% 
   Large Growth Funds 4.8% 
   Mid-Cap Blend Funds 0.1% 
   Sector Funds 10.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.0% 


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

Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 77.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 9.6%   
Auto Components - 0.2%   
Adient PLC (a) 56,494 $3,025,819 
BorgWarner, Inc. 25,400 904,240 
Cooper Tire & Rubber Co. 39,800 1,524,340 
Delphi Automotive PLC 229,514 14,688,896 
Gentex Corp. 34,200 632,358 
Lear Corp. 55,000 7,123,050 
Tenneco, Inc. (a) 43,500 2,564,325 
The Goodyear Tire & Rubber Co. 252,600 7,752,294 
  38,215,322 
Automobiles - 0.3%   
Ferrari NV 3,420 185,090 
Ford Motor Co. 640,000 7,654,400 
General Motors Co. 1,048,597 36,208,054 
Harley-Davidson, Inc. 277,111 16,873,289 
Tesla Motors, Inc. (a) 97,960 18,553,624 
Thor Industries, Inc. 2,555 256,956 
  79,731,413 
Distributors - 0.0%   
LKQ Corp. (a) 103,200 3,388,056 
Diversified Consumer Services - 0.0%   
New Oriental Education & Technology Group, Inc. sponsored ADR (a) 56,650 2,842,131 
Hotels, Restaurants & Leisure - 1.0%   
Bloomin' Brands, Inc. 913,584 16,992,662 
Brinker International, Inc. 61,900 3,287,509 
Buffalo Wild Wings, Inc. (a) 21,900 3,692,340 
Carnival Corp. unit 65,800 3,382,778 
Darden Restaurants, Inc. 52,400 3,840,920 
Del Frisco's Restaurant Group, Inc. (a) 50,000 860,000 
Domino's Pizza, Inc. 11,850 1,991,274 
Hilton Worldwide Holdings, Inc. 711,500 17,837,305 
Hyatt Hotels Corp. Class A (a) 3,700 189,958 
Jack in the Box, Inc. 1,900 197,638 
Las Vegas Sands Corp. (b) 138,900 8,704,863 
Marriott International, Inc. Class A 166,400 13,108,992 
McDonald's Corp. 220,300 26,275,181 
MGM Mirage, Inc. (a) 1,090,304 31,302,628 
Red Rock Resorts, Inc. 280,628 6,431,994 
Royal Caribbean Cruises Ltd. 228,930 18,536,462 
Starbucks Corp. 921,472 53,417,732 
Vail Resorts, Inc. 21,000 3,326,400 
Wyndham Worldwide Corp. 76,600 5,514,434 
Yum! Brands, Inc. 204,371 12,955,078 
  231,846,148 
Household Durables - 0.4%   
D.R. Horton, Inc. 470,486 13,041,872 
Garmin Ltd. 13,300 693,728 
Harman International Industries, Inc. 38,649 4,227,041 
Leggett & Platt, Inc. 15,900 764,154 
Lennar Corp. Class A 84,500 3,594,630 
Mohawk Industries, Inc. (a) 9,600 1,895,424 
Newell Brands, Inc. 703,291 33,061,710 
NVR, Inc. (a) 500 797,500 
PulteGroup, Inc. 254,842 4,806,320 
Sony Corp. sponsored ADR 147,800 4,296,546 
Techtronic Industries Co. Ltd. 484,500 1,889,528 
Toll Brothers, Inc. (a) 139,546 4,138,934 
Whirlpool Corp. 60,350 9,803,254 
  83,010,641 
Internet & Direct Marketing Retail - 1.1%   
Amazon.com, Inc. (a) 240,191 180,280,159 
Liberty Interactive Corp. QVC Group Series A (a) 178,800 3,702,948 
Ocado Group PLC (a) 521,300 1,761,077 
Priceline Group, Inc. (a) 43,064 64,754,476 
  250,498,660 
Leisure Products - 0.1%   
Brunswick Corp. 10,400 521,248 
Mattel, Inc. 546,400 17,249,848 
  17,771,096 
Media - 3.8%   
CBS Corp. Class B 870,817 52,876,008 
Charter Communications, Inc. Class A (a) 235,606 64,864,688 
Cinemark Holdings, Inc. 13,100 521,904 
Comcast Corp. Class A 3,642,921 253,219,439 
Discovery Communications, Inc. Class A (a) 17,400 471,366 
DISH Network Corp. Class A (a) 275,167 15,808,344 
Gannett Co., Inc. 32,450 309,573 
Interpublic Group of Companies, Inc. 372,900 8,975,703 
Liberty Media Corp. Liberty SiriusXM Class A (a) 640,458 23,248,625 
MSG Network, Inc. Class A (a) 631,929 12,922,948 
Naspers Ltd. Class N 30,480 4,436,282 
News Corp. Class A 44,000 508,640 
Omnicom Group, Inc. 28,100 2,443,014 
Scripps Networks Interactive, Inc. Class A 10,200 706,452 
Sirius XM Holdings, Inc. 399,200 1,824,344 
SKY PLC 1,683,639 16,452,305 
Tegna, Inc. 64,900 1,455,707 
The Madison Square Garden Co. (a) 353,160 61,322,702 
The Walt Disney Co. 1,400,471 138,814,686 
Time Warner, Inc. 1,830,547 168,080,826 
Twenty-First Century Fox, Inc. Class A 1,236,475 34,757,312 
Viacom, Inc. Class B (non-vtg.) 344,100 12,896,868 
  876,917,736 
Multiline Retail - 0.4%   
Big Lots, Inc. 13,500 683,235 
Dillard's, Inc. Class A 19,700 1,408,747 
Dollar General Corp. 300,086 23,202,650 
Dollar Tree, Inc. (a) 89,120 7,856,819 
Kohl's Corp. 113,300 6,098,939 
Macy's, Inc. 450,545 19,012,999 
Target Corp. 491,000 37,924,840 
  96,188,229 
Specialty Retail - 2.0%   
Abercrombie & Fitch Co. Class A 36,100 518,757 
Advance Auto Parts, Inc. 21,400 3,632,008 
American Eagle Outfitters, Inc. 164,700 2,727,432 
AutoZone, Inc. (a) 50,382 39,458,175 
Best Buy Co., Inc. 127,300 5,817,610 
CarMax, Inc. (a) 58,870 3,402,097 
Dick's Sporting Goods, Inc. 14,670 866,557 
Express, Inc. (a) 52,200 697,392 
Foot Locker, Inc. 19,625 1,406,524 
Gap, Inc. 108,400 2,706,748 
Home Depot, Inc. 1,207,526 156,253,864 
L Brands, Inc. 266,400 18,706,608 
Lowe's Companies, Inc. 1,321,773 93,251,085 
Michaels Companies, Inc. (a) 24,600 599,748 
O'Reilly Automotive, Inc. (a) 123,422 33,879,339 
Penske Automotive Group, Inc. 77,600 3,873,016 
Ross Stores, Inc. 371,310 25,096,843 
The Children's Place Retail Stores, Inc. 3,600 373,860 
TJX Companies, Inc. 672,350 52,671,899 
Tractor Supply Co. 101,500 7,619,605 
Urban Outfitters, Inc. (a) 5,400 170,640 
Zumiez, Inc. (a) 17,500 434,000 
  454,163,807 
Textiles, Apparel & Luxury Goods - 0.3%   
Coach, Inc. 196,600 7,154,274 
G-III Apparel Group Ltd. (a) 40,100 1,089,116 
Hanesbrands, Inc. 415,100 9,642,773 
Michael Kors Holdings Ltd. (a) 27,640 1,284,984 
NIKE, Inc. Class B 589,000 29,491,230 
PVH Corp. 9,600 1,017,024 
Ralph Lauren Corp. 6,500 679,965 
Regina Miracle International Holdings Ltd. 450,000 442,661 
VF Corp. 117,600 6,410,376 
  57,212,403 
TOTAL CONSUMER DISCRETIONARY  2,191,785,642 
CONSUMER STAPLES - 6.5%   
Beverages - 2.1%   
Coca-Cola European Partners PLC 1,448,729 47,025,743 
Constellation Brands, Inc. Class A (sub. vtg.) 214,794 32,463,965 
Diageo PLC 269,218 6,731,197 
Dr. Pepper Snapple Group, Inc. 107,100 9,289,854 
Molson Coors Brewing Co. Class B 1,130,942 110,866,244 
Monster Beverage Corp. (a) 469,700 21,019,075 
PepsiCo, Inc. 1,975,548 197,752,355 
The Coca-Cola Co. 1,111,036 44,830,303 
  469,978,736 
Food & Staples Retailing - 1.5%   
Costco Wholesale Corp. 279,889 42,014,138 
CVS Health Corp. 1,314,591 101,078,902 
Kroger Co. 2,957,604 95,530,609 
Sysco Corp. 82,845 4,411,496 
Wal-Mart Stores, Inc. 695,290 48,969,275 
Walgreens Boots Alliance, Inc. 570,183 48,311,606 
  340,316,026 
Food Products - 1.3%   
Archer Daniels Midland Co. 213,200 9,216,636 
Bunge Ltd. 136,400 9,313,392 
Campbell Soup Co. 79,400 4,517,066 
ConAgra Foods, Inc. 439,100 16,110,579 
Fresh Del Monte Produce, Inc. 48,300 2,995,083 
Ingredion, Inc. 26,060 3,058,923 
Mead Johnson Nutrition Co. Class A 362,498 26,132,481 
Mondelez International, Inc. 2,299,410 94,827,668 
Pilgrim's Pride Corp. 124,400 2,190,684 
Pinnacle Foods, Inc. 4,145 205,426 
Sanderson Farms, Inc. 30,300 2,443,695 
The Hershey Co. 665,383 64,302,613 
The Kraft Heinz Co. 518,022 42,296,496 
Tyson Foods, Inc. Class A 217,870 12,377,195 
  289,987,937 
Household Products - 0.5%   
Colgate-Palmolive Co. 138,000 9,001,740 
Kimberly-Clark Corp. 119,075 13,766,261 
Procter & Gamble Co. 1,122,995 92,602,168 
Spectrum Brands Holdings, Inc. 13,820 1,656,880 
  117,027,049 
Personal Products - 0.1%   
Coty, Inc. Class A 999,740 18,705,135 
Estee Lauder Companies, Inc. Class A 181,300 14,087,010 
  32,792,145 
Tobacco - 1.0%   
Altria Group, Inc. 1,529,535 97,783,173 
Philip Morris International, Inc. 742,946 65,587,273 
Reynolds American, Inc. 1,140,115 61,680,222 
  225,050,668 
TOTAL CONSUMER STAPLES  1,475,152,561 
ENERGY - 5.9%   
Energy Equipment & Services - 0.6%   
Baker Hughes, Inc. 395,700 25,455,381 
Dril-Quip, Inc. (a) 18,400 1,040,520 
Ensco PLC Class A 103,700 1,001,742 
FMC Technologies, Inc. (a) 154,600 5,296,596 
Frank's International NV 94,800 1,193,532 
Halliburton Co. 136,900 7,268,021 
Helmerich & Payne, Inc. 37,300 2,821,745 
National Oilwell Varco, Inc. 137,600 5,140,736 
Newpark Resources, Inc. (a) 130,100 956,235 
Noble Corp. 154,600 961,612 
Oceaneering International, Inc. 108,700 2,896,855 
Odfjell Drilling A/S (a) 95,800 151,345 
RigNet, Inc. (a) 11,700 201,825 
Rowan Companies PLC 156,000 2,779,920 
Schlumberger Ltd. 948,339 79,707,893 
Tesco Corp. 26,400 204,600 
Total Energy Services, Inc. 6,200 62,078 
Xtreme Drilling & Coil Services Corp. (a) 129,500 268,968 
  137,409,604 
Oil, Gas & Consumable Fuels - 5.3%   
Anadarko Petroleum Corp. 290,300 20,074,245 
Apache Corp. 438,200 28,899,290 
ARC Resources Ltd. 9,400 164,586 
Cabot Oil & Gas Corp. 40,200 889,224 
Callon Petroleum Co. (a) 155,200 2,737,728 
Canadian Natural Resources Ltd. 4,800 161,977 
Carrizo Oil & Gas, Inc. (a) 41,300 1,748,642 
Cheniere Energy Partners LP Holdings LLC 58,600 1,286,856 
Cheniere Energy, Inc. (a) 158,246 6,465,932 
Chevron Corp. 1,681,280 187,563,597 
Cimarex Energy Co. 82,100 11,319,948 
Clayton Williams Energy, Inc. (a) 1,500 169,050 
Concho Resources, Inc. (a) 207,514 29,678,652 
ConocoPhillips Co. 801,100 38,869,372 
Continental Resources, Inc. (a) 181,300 10,517,213 
Devon Energy Corp. 60,600 2,928,798 
Diamondback Energy, Inc. (a) 232,203 25,043,094 
Enbridge, Inc. 874,817 36,795,325 
Encana Corp. 53,200 668,119 
Enterprise Products Partners LP 51,800 1,343,174 
EOG Resources, Inc. 950,068 97,400,971 
EQT Corp. 465,614 32,630,229 
Extraction Oil & Gas, Inc. 25,007 588,415 
Exxon Mobil Corp. 2,568,699 224,247,423 
Golar LNG Ltd. 26,700 651,480 
Gran Tierra Energy, Inc. (Canada) (a) 63,400 181,237 
Hess Corp. 166,000 9,289,360 
HollyFrontier Corp. 110,503 3,179,171 
Imperial Oil Ltd. 403,900 13,828,155 
Jones Energy, Inc. (a) 32,000 147,200 
Keyera Corp. 43,000 1,235,934 
Kinder Morgan, Inc. 1,152,300 25,581,060 
Magellan Midstream Partners LP 98,796 6,841,623 
Marathon Oil Corp. 158,700 2,866,122 
Marathon Petroleum Corp. 420,600 19,776,612 
Matador Resources Co. (a) 3,400 90,576 
Murphy Oil Corp. 20,500 695,155 
Noble Energy, Inc. 230,326 8,789,240 
Noble Midstream Partners LP 14,500 465,015 
Oasis Petroleum, Inc. (a) 40,300 603,291 
Occidental Petroleum Corp. 970,189 69,232,687 
Parsley Energy, Inc. Class A (a) 60,500 2,308,075 
PDC Energy, Inc. (a) 43,400 3,231,130 
Phillips 66 Co. 172,600 14,339,608 
Pioneer Natural Resources Co. 219,342 41,903,096 
Plains All American Pipeline LP 36,400 1,199,380 
QEP Resources, Inc. 59,800 1,175,668 
Rice Energy, Inc. (a) 117,300 2,856,255 
Rice Midstream Partners LP 50,500 1,088,275 
Ring Energy, Inc. (a) 52,700 674,560 
Royal Dutch Shell PLC Class B sponsored ADR 205,000 11,104,850 
RSP Permian, Inc. (a) 58,200 2,598,630 
Seven Generations Energy Ltd. (a) 110,500 2,545,128 
SM Energy Co. 76,700 3,057,262 
Southwestern Energy Co. (a) 1,053,200 11,953,820 
Suncor Energy, Inc. 1,278,427 40,713,993 
Targa Resources Corp. 14,400 767,376 
Teekay LNG Partners LP 10,900 167,315 
Tesoro Corp. 56,800 4,620,680 
The Williams Companies, Inc. 2,337,282 71,754,557 
Total SA sponsored ADR 230,500 10,985,630 
TransCanada Corp. 424,869 19,081,625 
Valero Energy Corp. 541,742 33,349,638 
Western Refining, Inc. 54,200 1,944,154 
Whiting Petroleum Corp. (a) 113,700 1,389,414 
World Fuel Services Corp. 16,200 720,252 
WPX Energy, Inc. (a) 18,400 285,936 
  1,211,462,085 
TOTAL ENERGY  1,348,871,689 
FINANCIALS - 13.2%   
Banks - 7.2%   
Bank of America Corp. (b) 14,125,024 298,320,507 
BB&T Corp. 97,300 4,402,825 
BOK Financial Corp. 7,900 634,528 
CIT Group, Inc. 109,900 4,489,415 
Citigroup, Inc. (b) 4,710,920 265,648,779 
Citizens Financial Group, Inc. 337,200 11,299,572 
Comerica, Inc. 20,500 1,306,875 
Commerce Bancshares, Inc. 11,984 656,843 
Cullen/Frost Bankers, Inc. 7,200 592,632 
East West Bancorp, Inc. 202,336 9,687,848 
Fifth Third Bancorp 1,022,200 26,597,644 
First Republic Bank 126,602 10,368,704 
Huntington Bancshares, Inc. 1,655,300 20,625,038 
Investors Bancorp, Inc. 37,700 510,458 
JPMorgan Chase & Co. (b) 3,677,092 294,792,466 
KeyCorp 1,978,309 34,244,529 
M&T Bank Corp. 40,700 5,858,358 
Peoples United Financial, Inc. 29,100 544,752 
PNC Financial Services Group, Inc. 415,174 45,893,334 
Prosperity Bancshares, Inc. 2,800 185,164 
Regions Financial Corp. 1,083,300 14,667,882 
Standard Chartered PLC (United Kingdom) (a) 211,509 1,696,607 
SunTrust Banks, Inc. 459,810 23,887,130 
SVB Financial Group (a) 63,006 9,956,838 
Synovus Financial Corp. 64,000 2,477,440 
U.S. Bancorp (b) 7,417,551 368,058,881 
Wells Fargo & Co. 3,419,549 180,962,533 
  1,638,367,582 
Capital Markets - 2.6%   
Affiliated Managers Group, Inc. (a) 6,400 947,840 
Ameriprise Financial, Inc. 209,500 23,926,995 
Bank of New York Mellon Corp. 1,196,011 56,714,842 
BlackRock, Inc. Class A 75,500 27,994,645 
CBOE Holdings, Inc. 27,100 1,867,190 
Charles Schwab Corp. (b) 1,839,965 71,133,047 
CME Group, Inc. 310,257 35,031,118 
E*TRADE Financial Corp. (a) 379,400 13,093,094 
Eaton Vance Corp. (non-vtg.) 13,400 541,896 
Franklin Resources, Inc. 66,500 2,610,790 
Goldman Sachs Group, Inc. 372,295 81,640,571 
IntercontinentalExchange, Inc. 668,304 37,024,042 
Invesco Ltd. 48,200 1,509,142 
Legg Mason, Inc. 155,900 4,973,210 
Morgan Stanley (b) 2,302,796 95,243,643 
Northern Trust Corp. 27,000 2,218,050 
NorthStar Asset Management Group, Inc. 88,000 1,298,880 
Oaktree Capital Group LLC Class A 38,000 1,575,100 
Och-Ziff Capital Management Group LLC Class A 286,100 858,300 
Raymond James Financial, Inc. 16,900 1,215,786 
S&P Global, Inc. 403,591 48,023,293 
State Street Corp. 758,847 59,797,144 
T. Rowe Price Group, Inc. 28,100 2,081,086 
TD Ameritrade Holding Corp. 185,600 7,611,456 
The NASDAQ OMX Group, Inc. 18,100 1,160,029 
  580,091,189 
Consumer Finance - 0.6%   
Ally Financial, Inc. 53,200 1,033,144 
American Express Co. 230,720 16,621,069 
Capital One Financial Corp. 776,000 65,215,040 
Credit Acceptance Corp. (a) 900 172,656 
Discover Financial Services 674,563 45,715,135 
Navient Corp. 108,800 1,874,624 
Nelnet, Inc. Class A 32,500 1,639,625 
OneMain Holdings, Inc. (a) 166,500 3,391,605 
Santander Consumer U.S.A. Holdings, Inc. (a) 42,700 588,406 
SLM Corp. (a) 49,100 494,437 
Synchrony Financial 224,755 7,767,533 
  144,513,274 
Diversified Financial Services - 0.6%   
Bats Global Markets, Inc. 25,600 814,080 
Berkshire Hathaway, Inc. Class B (a) 847,554 133,438,902 
Donnelley Financial Solutions, Inc. (a) 14,212 271,023 
GDS Holdings Ltd. ADR 103,900 1,041,078 
Leucadia National Corp. 43,000 946,860 
On Deck Capital, Inc. (a) 73,100 336,260 
Voya Financial, Inc. 7,800 303,186 
  137,151,389 
Insurance - 2.2%   
AFLAC, Inc. 150,700 10,756,966 
Alleghany Corp. (a) 1,800 1,022,310 
Allstate Corp. 129,900 9,082,608 
American Financial Group, Inc. 63,500 5,221,605 
American International Group, Inc. 1,039,200 65,812,536 
Aon PLC 170,635 19,469,454 
Arch Capital Group Ltd. (a) 14,600 1,207,712 
Arthur J. Gallagher & Co. 179,392 9,032,387 
Assurant, Inc. 63,200 5,456,688 
Assured Guaranty Ltd. 5,200 185,952 
Axis Capital Holdings Ltd. 50,100 3,056,601 
Chubb Ltd. 407,731 52,189,568 
Cincinnati Financial Corp. 19,000 1,458,060 
CNA Financial Corp. 322,700 12,349,729 
Direct Line Insurance Group PLC 627,500 2,725,964 
Endurance Specialty Holdings Ltd. 51,300 4,729,860 
Everest Re Group Ltd. 61,522 12,953,457 
FNF Group 175,700 5,611,858 
Genworth Financial, Inc. Class A (a) 116,700 499,476 
Hanover Insurance Group, Inc. 41,900 3,628,121 
Hartford Financial Services Group, Inc. 483,014 22,759,620 
Lincoln National Corp. 138,000 8,845,800 
Loews Corp. 416,100 18,578,865 
Markel Corp. (a) 1,700 1,527,178 
Marsh & McLennan Companies, Inc. 669,015 46,369,430 
MetLife, Inc. 1,279,038 70,359,880 
Old Republic International Corp. 14,100 251,967 
Principal Financial Group, Inc. 33,200 1,915,308 
Progressive Corp. 279,800 9,317,340 
Prudential Financial, Inc. 142,600 14,345,560 
Reinsurance Group of America, Inc. 41,300 5,040,665 
RenaissanceRe Holdings Ltd. 4,900 639,744 
The Travelers Companies, Inc. 143,800 16,299,730 
Torchmark Corp. 38,900 2,726,501 
Unum Group 234,075 9,894,350 
Validus Holdings Ltd. 9,600 521,664 
W.R. Berkley Corp. 14,500 895,955 
Willis Group Holdings PLC 143,871 17,893,236 
XL Group Ltd. 549,990 19,871,139 
  494,504,844 
Mortgage Real Estate Investment Trusts - 0.0%   
Altisource Residential Corp. Class B 278,200 3,277,196 
Annaly Capital Management, Inc. 533,700 5,454,414 
  8,731,610 
Thrifts & Mortgage Finance - 0.0%   
Radian Group, Inc. 198,900 2,895,984 
TOTAL FINANCIALS  3,006,255,872 
HEALTH CARE - 10.1%   
Biotechnology - 1.8%   
AbbVie, Inc. 479,100 29,129,280 
Ablynx NV (a) 97,400 1,016,293 
AC Immune SA 28,000 324,520 
Acorda Therapeutics, Inc. (a) 70,300 1,462,240 
Advanced Accelerator Applications SA sponsored ADR 23,500 687,375 
Advaxis, Inc. (a) 72,000 598,320 
Alexion Pharmaceuticals, Inc. (a) 359,941 44,125,167 
Alnylam Pharmaceuticals, Inc. (a) 24,300 1,066,041 
Amgen, Inc. 561,204 80,852,660 
Amicus Therapeutics, Inc. (a) 154,900 926,302 
Array BioPharma, Inc. (a) 130,000 1,052,350 
Ascendis Pharma A/S sponsored ADR (a) 16,600 340,798 
BeiGene Ltd. ADR 21,000 665,700 
Biogen, Inc. (a) 213,255 62,711,898 
BioMarin Pharmaceutical, Inc. (a) 88,931 7,615,162 
bluebird bio, Inc. (a) 6,600 398,310 
Blueprint Medicines Corp. (a) 28,000 822,360 
Celgene Corp. (a) 370,073 43,857,351 
Cellectis SA sponsored ADR (a) 31,000 522,660 
Curis, Inc. (a) 168,400 486,676 
Cytokinetics, Inc. (a) 47,800 573,600 
CytomX Therapeutics, Inc. (a) 19,600 218,344 
Five Prime Therapeutics, Inc. (a) 15,000 862,800 
Galapagos Genomics NV sponsored ADR (a) 19,100 1,129,192 
Gilead Sciences, Inc. 592,235 43,647,720 
Heron Therapeutics, Inc. (a) 28,300 434,405 
Incyte Corp. (a) 40,800 4,173,432 
Insmed, Inc. (a) 137,200 1,872,780 
Intercept Pharmaceuticals, Inc. (a) 28,800 2,912,256 
Neurocrine Biosciences, Inc. (a) 35,400 1,644,330 
Prothena Corp. PLC (a) 17,400 1,026,948 
Puma Biotechnology, Inc. (a) 30,000 1,291,500 
Regeneron Pharmaceuticals, Inc. (a) 35,100 13,311,324 
Shire PLC sponsored ADR 70,401 12,292,015 
Spark Therapeutics, Inc. (a) 22,700 1,248,727 
TESARO, Inc. (a) 26,000 3,527,940 
Ultragenyx Pharmaceutical, Inc. (a) 28,800 2,254,752 
United Therapeutics Corp. (a) 26,100 3,278,421 
Vertex Pharmaceuticals, Inc. (a) 530,647 43,306,102 
Xencor, Inc. (a) 40,000 1,022,400 
  418,690,451 
Health Care Equipment & Supplies - 1.8%   
Abbott Laboratories 1,056,733 40,229,825 
Atricure, Inc. (a) 80,000 1,439,200 
Becton, Dickinson & Co. 126,300 21,357,330 
Boston Scientific Corp. (a) 2,341,834 47,913,924 
Danaher Corp. 1,356,331 106,024,394 
Dentsply Sirona, Inc. 154,600 8,994,628 
DexCom, Inc. (a) 40,000 2,611,600 
Edwards Lifesciences Corp. (a) 4,500 372,825 
Genmark Diagnostics, Inc. (a) 119,700 1,390,914 
Hologic, Inc. (a) 88,600 3,391,608 
Insulet Corp. (a) 69,800 2,348,770 
Integra LifeSciences Holdings Corp. (a) 39,000 3,151,200 
Intuitive Surgical, Inc. (a) 41,700 26,843,958 
Medtronic PLC 847,639 61,886,123 
NxStage Medical, Inc. (a) 40,000 988,800 
Penumbra, Inc. (a) 44,300 2,742,170 
Stryker Corp. 211,080 23,991,353 
The Cooper Companies, Inc. 26,460 4,352,405 
The Spectranetics Corp. (a) 70,800 1,546,980 
Wright Medical Group NV (a) 168,200 3,875,328 
Zeltiq Aesthetics, Inc. (a) 70,000 3,080,700 
Zimmer Biomet Holdings, Inc. 464,802 47,344,732 
  415,878,767 
Health Care Providers & Services - 2.0%   
Aetna, Inc. 557,878 72,992,758 
American Renal Associates Holdings, Inc. 44,300 1,081,806 
Amplifon SpA 97,400 934,226 
Anthem, Inc. 250,500 35,703,765 
Cardinal Health, Inc. 48,800 3,465,288 
Centene Corp. (a) 129,300 7,451,559 
Cigna Corp. 226,400 30,505,136 
EBOS Group Ltd. 145,199 1,666,873 
Envision Healthcare Holdings, Inc. (a) 150,000 3,408,000 
Express Scripts Holding Co. (a) 390,131 29,603,140 
HCA Holdings, Inc. (a) 207,700 14,723,853 
Humana, Inc. 224,622 47,763,622 
Laboratory Corp. of America Holdings (a) 2,500 314,625 
McKesson Corp. 137,639 19,793,865 
Premier, Inc. (a) 40,000 1,205,600 
Quest Diagnostics, Inc. 77,000 6,734,420 
Surgical Care Affiliates, Inc. (a) 48,150 2,024,708 
Teladoc, Inc. (a) 34,100 625,735 
United Drug PLC (United Kingdom) 124,000 1,020,103 
UnitedHealth Group, Inc. 997,384 157,905,835 
Universal Health Services, Inc. Class B 67,400 8,291,548 
  447,216,465 
Health Care Technology - 0.1%   
athenahealth, Inc. (a) 58,400 5,524,640 
Castlight Health, Inc. Class B (a) 88,100 409,665 
Cerner Corp. (a) 70,710 3,519,944 
HealthStream, Inc. (a) 75,300 1,887,018 
Inovalon Holdings, Inc. Class A (a) 101,600 1,559,560 
Medidata Solutions, Inc. (a) 114,500 6,323,835 
  19,224,662 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 528,871 23,259,747 
Illumina, Inc. (a) 51,822 6,899,581 
Thermo Fisher Scientific, Inc. 120,369 16,864,901 
Waters Corp. (a) 1,281 172,384 
  47,196,613 
Pharmaceuticals - 4.2%   
Allergan PLC 385,262 74,856,407 
AstraZeneca PLC:   
(United Kingdom) 51,351 2,656,823 
sponsored ADR 123,400 3,225,676 
Bayer AG 8,200 772,222 
Bristol-Myers Squibb Co. 1,094,026 61,746,827 
Catalent, Inc. (a) 120,000 2,871,600 
Dechra Pharmaceuticals PLC 88,500 1,410,715 
Eisai Co. Ltd. 31,000 1,813,086 
Eli Lilly & Co. 600,427 40,300,660 
GlaxoSmithKline PLC 146,100 2,726,354 
GlaxoSmithKline PLC sponsored ADR 673,600 25,455,344 
Horizon Pharma PLC (a) 48,000 950,400 
Jazz Pharmaceuticals PLC (a) 16,400 1,699,532 
Johnson & Johnson 1,885,018 209,802,503 
Mallinckrodt PLC (a) 255,900 13,485,930 
Merck & Co., Inc. 1,653,577 101,182,377 
Mylan N.V. (a) 199,866 7,317,094 
Novartis AG sponsored ADR 34,671 2,383,978 
Pfizer, Inc. 7,435,962 238,991,819 
Sanofi SA 64,806 5,223,129 
Teva Pharmaceutical Industries Ltd. sponsored ADR 551,303 20,784,123 
The Medicines Company (a) 48,500 1,702,350 
TherapeuticsMD, Inc. (a) 272,400 1,618,056 
Theravance Biopharma, Inc. (a) 39,800 1,108,032 
Valeant Pharmaceuticals International, Inc. (Canada) (a) 105,950 1,672,951 
Zoetis, Inc. Class A 2,456,391 123,752,979 
  949,510,967 
TOTAL HEALTH CARE  2,297,717,925 
INDUSTRIALS - 8.5%   
Aerospace & Defense - 2.1%   
Arconic, Inc. 97,866 1,886,856 
BE Aerospace, Inc. 11,700 702,468 
General Dynamics Corp. 148,478 26,035,617 
Hexcel Corp. 10,900 563,748 
L-3 Communications Holdings, Inc. 9,800 1,546,146 
Lockheed Martin Corp. 420,070 111,423,568 
Moog, Inc. Class A (a) 41,400 2,890,962 
Northrop Grumman Corp. 450,255 112,406,161 
Raytheon Co. 22,600 3,379,604 
Rockwell Collins, Inc. 158,800 14,723,936 
Spirit AeroSystems Holdings, Inc. Class A 15,600 908,700 
Textron, Inc. 438,400 20,179,552 
The Boeing Co. 636,888 95,889,857 
Triumph Group, Inc. 61,300 1,704,140 
United Technologies Corp. 823,866 88,746,846 
  482,988,161 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 125,200 9,371,220 
FedEx Corp. 352,200 67,506,174 
United Parcel Service, Inc. Class B (b) 212,708 24,657,111 
  101,534,505 
Airlines - 0.8%   
Alaska Air Group, Inc. 368,400 30,308,268 
American Airlines Group, Inc. 571,010 26,517,704 
Delta Air Lines, Inc. 1,309,887 63,110,356 
JetBlue Airways Corp. (a) 5,800 116,522 
Southwest Airlines Co. 74,000 3,449,140 
United Continental Holdings, Inc. (a) 681,864 47,014,523 
  170,516,513 
Building Products - 0.4%   
Allegion PLC 349,222 23,366,444 
Fortune Brands Home & Security, Inc. 308,200 16,997,230 
Masco Corp. 540,222 17,098,026 
Owens Corning 20,500 1,053,290 
Tyco International Ltd. 636,820 28,644,164 
  87,159,154 
Commercial Services & Supplies - 0.2%   
Deluxe Corp. 57,000 3,858,900 
Herman Miller, Inc. 82,600 2,684,500 
LSC Communications, Inc. 14,212 293,336 
Nissha Printing Co. Ltd. 91,200 1,949,437 
R.R. Donnelley & Sons Co. 37,900 659,081 
Republic Services, Inc. 48,401 2,685,771 
Stericycle, Inc. (a) 125,200 9,135,844 
Waste Connection, Inc.:   
(Canada) 1,600 122,183 
(United States) 169,549 12,960,326 
  34,349,378 
Construction & Engineering - 0.0%   
Fluor Corp. 94,700 5,067,397 
Jacobs Engineering Group, Inc. (a) 14,500 899,145 
Quanta Services, Inc. (a) 5,800 195,576 
Tutor Perini Corp. (a) 51,700 1,349,370 
  7,511,488 
Electrical Equipment - 0.5%   
Eaton Corp. PLC 316,092 21,023,279 
Emerson Electric Co. 221,925 12,525,447 
Fortive Corp. 1,521,315 83,657,112 
Hubbell, Inc. Class B 6,300 707,364 
Sensata Technologies Holding BV (a) 152,100 5,683,977 
  123,597,179 
Industrial Conglomerates - 2.3%   
Carlisle Companies, Inc. 7,700 863,709 
General Electric Co. (b) 6,885,993 211,813,145 
Honeywell International, Inc. 2,494,323 284,203,163 
Roper Technologies, Inc. 133,000 24,087,630 
  520,967,647 
Machinery - 0.8%   
AGCO Corp. 42,200 2,354,760 
Caterpillar, Inc. 19,000 1,815,640 
Cummins, Inc. 104,600 14,830,188 
Deere & Co. 148,280 14,857,656 
Flowserve Corp. 244,800 11,615,760 
IDEX Corp. 119,600 11,195,756 
Illinois Tool Works, Inc. 138,000 17,274,840 
Ingersoll-Rand PLC 331,800 24,732,372 
Meritor, Inc. (a) 178,700 2,255,194 
Oshkosh Corp. 2,405 168,350 
PACCAR, Inc. 228,369 14,193,133 
Parker Hannifin Corp. 16,175 2,247,193 
Pentair PLC 100,100 5,751,746 
Snap-On, Inc. 54,450 9,104,040 
Stanley Black & Decker, Inc. 246,014 29,184,641 
Timken Co. 56,000 2,186,800 
Trinity Industries, Inc. 129,100 3,587,689 
WABCO Holdings, Inc. (a) 111,200 10,954,312 
  178,310,070 
Professional Services - 0.1%   
Dun & Bradstreet Corp. 4,300 523,396 
Equifax, Inc. 22,300 2,552,235 
Manpower, Inc. 8,200 700,362 
Nielsen Holdings PLC 132,196 5,697,648 
Robert Half International, Inc. 5,100 228,837 
Verisk Analytics, Inc. (a) 6,129 509,197 
WageWorks, Inc. (a) 40,796 3,012,785 
  13,224,460 
Road & Rail - 0.9%   
AMERCO 2,200 751,212 
Canadian National Railway Co. 77,150 5,158,075 
Canadian Pacific Railway Ltd. 210,620 32,241,339 
CSX Corp. 1,277,465 45,746,022 
Norfolk Southern Corp. 111,600 11,880,936 
Ryder System, Inc. 55,700 4,361,310 
Union Pacific Corp. 1,137,517 115,264,598 
  215,403,492 
Trading Companies & Distributors - 0.0%   
Aircastle Ltd. 98,900 2,124,372 
HD Supply Holdings, Inc. (a) 4,505 176,776 
Triton International Ltd. 73,600 1,419,744 
United Rentals, Inc. (a) 10,000 1,011,100 
W.W. Grainger, Inc. 7,000 1,613,990 
  6,345,982 
TOTAL INDUSTRIALS  1,941,908,029 
INFORMATION TECHNOLOGY - 15.7%   
Communications Equipment - 0.8%   
Brocade Communications Systems, Inc. 365,500 4,510,270 
Cisco Systems, Inc. 5,091,866 151,839,444 
Harris Corp. 182,500 18,899,700 
Juniper Networks, Inc. 145,300 4,001,562 
  179,250,976 
Electronic Equipment & Components - 0.9%   
Alps Electric Co. Ltd. 132,700 3,425,218 
Amphenol Corp. Class A 1,500,903 102,451,639 
Arrow Electronics, Inc. (a) 53,600 3,659,272 
Avnet, Inc. 23,700 1,087,593 
CDW Corp. 19,500 999,180 
Chroma ATE, Inc. 1,232,600 3,049,223 
Cognex Corp. 40,150 2,397,357 
Corning, Inc. 425,600 10,227,168 
Dell Technologies, Inc. (a) 258,309 13,835,030 
Flextronics International Ltd. (a) 308,600 4,394,464 
Jabil Circuit, Inc. 157,000 3,320,550 
Keysight Technologies, Inc. (a) 85,200 3,137,916 
Largan Precision Co. Ltd. 34,800 4,021,106 
TE Connectivity Ltd. 523,955 35,440,316 
Tech Data Corp. (a) 39,700 3,369,339 
Topcon Corp. 112,400 1,698,005 
Trimble, Inc. (a) 568,400 16,023,196 
Vishay Intertechnology, Inc. 143,700 2,177,055 
  214,713,627 
Internet Software & Services - 3.6%   
58.com, Inc. ADR (a) 95,000 3,046,650 
Alphabet, Inc.:   
Class A (a) 143,838 111,601,027 
Class C (a) 504,105 382,131,754 
Cornerstone OnDemand, Inc. (a) 37,600 1,350,216 
CoStar Group, Inc. (a) 12,000 2,293,320 
DeNA Co. Ltd. 73,500 2,273,838 
eBay, Inc. (a) 1,906,349 53,015,566 
Envestnet, Inc. (a) 100 3,610 
Facebook, Inc. Class A (a) 1,833,326 217,102,465 
NetEase, Inc. ADR 9,500 2,128,950 
New Relic, Inc. (a) 38,600 1,224,006 
Shopify, Inc. Class A (a) 9,900 412,533 
SMS Co., Ltd. 92,900 2,340,758 
Tencent Holdings Ltd. 89,600 2,231,120 
Velti PLC (a)(c) 147,198 411 
VeriSign, Inc. (a) 106,022 8,359,835 
Yahoo!, Inc. (a) 473,700 19,431,174 
  808,947,233 
IT Services - 2.1%   
Accenture PLC Class A 361,911 43,223,031 
Alliance Data Systems Corp. 10,960 2,507,429 
Amdocs Ltd. 168,019 9,908,080 
Automatic Data Processing, Inc. 44,300 4,253,686 
Cognizant Technology Solutions Corp. Class A (a) 345,108 19,008,549 
Fidelity National Information Services, Inc. 462,522 35,702,073 
First Data Corp. Class A (a) 211,838 3,086,480 
Fiserv, Inc. (a) 78,495 8,212,147 
FleetCor Technologies, Inc. (a) 900 134,406 
Global Payments, Inc. 1,755 120,305 
IBM Corp. 522,879 84,821,431 
MasterCard, Inc. Class A (b) 663,880 67,848,536 
PayPal Holdings, Inc. (a) 975,519 38,318,386 
Paysafe Group PLC (a) 456,400 2,216,236 
The Western Union Co. 211,700 4,452,051 
Vantiv, Inc. (a) 5,987 337,846 
Visa, Inc. Class A 1,928,565 149,116,646 
Xerox Corp. 825,562 7,719,005 
  480,986,323 
Semiconductors & Semiconductor Equipment - 3.1%   
Advanced Semiconductor Engineering, Inc. sponsored ADR 383,200 2,057,784 
Analog Devices, Inc. 1,604,138 119,091,205 
Applied Materials, Inc. 400,600 12,899,320 
ASML Holding NV 84,500 8,714,485 
Broadcom Ltd. 496,383 84,628,338 
ChipMOS TECHNOLOGIES, Inc. sponsored ADR (a) 54,500 861,645 
Dialog Semiconductor PLC (a) 46,100 1,827,574 
Himax Technologies, Inc. sponsored ADR 233,900 1,723,843 
Intel Corp. 2,714,006 94,176,008 
KLA-Tencor Corp. 66,519 5,310,877 
Lam Research Corp. 285,270 30,244,325 
Marvell Technology Group Ltd. 363,200 5,208,288 
Microchip Technology, Inc. 251,231 16,626,468 
Micron Technology, Inc. (a) 1,563,751 30,540,057 
Microsemi Corp. (a) 17,100 936,225 
Monolithic Power Systems, Inc. 28,000 2,297,120 
NVIDIA Corp. 135,142 12,460,092 
NXP Semiconductors NV (a) 126,428 12,535,336 
Qorvo, Inc. (a) 51,900 2,771,979 
Qualcomm, Inc. 2,058,576 140,250,783 
Rubicon Technology, Inc. (a) 134,400 66,595 
Semtech Corp. (a) 116,500 3,273,650 
Silicon Laboratories, Inc. (a) 9,200 610,420 
Skyworks Solutions, Inc. 22,400 1,721,440 
Sumco Corp. 399,600 4,487,677 
Texas Instruments, Inc. 1,304,301 96,426,973 
Xilinx, Inc. 361,471 19,512,205 
  711,260,712 
Software - 2.9%   
Activision Blizzard, Inc. 127,900 4,682,419 
Adobe Systems, Inc. (a) 382,642 39,339,424 
Autodesk, Inc. (a) 211,000 15,320,710 
CA Technologies, Inc. 50,000 1,598,000 
Capcom Co. Ltd. 135,800 2,986,510 
Electronic Arts, Inc. (a) 225,380 17,859,111 
Intuit, Inc. 142,000 16,142,560 
Microsoft Corp. 6,371,499 383,946,530 
Mobileye NV (a) 90,700 3,376,761 
Nexon Co. Ltd. 149,600 2,127,147 
Nintendo Co. Ltd. 18,000 4,435,720 
Nintendo Co. Ltd. ADR 17,500 539,525 
Oracle Corp. 1,358,809 54,610,534 
Paycom Software, Inc. (a) 150 6,731 
Paylocity Holding Corp. (a) 25,600 847,616 
Red Hat, Inc. (a) 456,855 36,141,799 
Salesforce.com, Inc. (a) 458,700 33,026,400 
Square Enix Holdings Co. Ltd. 52,500 1,329,632 
Symantec Corp. 128,600 3,136,554 
Synopsys, Inc. (a) 5,000 302,400 
Take-Two Interactive Software, Inc. (a) 498,310 24,531,801 
Workday, Inc. Class A (a) 110,703 9,334,477 
Zendesk, Inc. (a) 87,300 1,858,617 
  657,480,978 
Technology Hardware, Storage & Peripherals - 2.3%   
Apple, Inc. 4,234,254 467,969,752 
Hewlett Packard Enterprise Co. 300,900 7,161,420 
HP, Inc. 1,335,877 20,572,506 
NCR Corp. (a) 109,800 4,254,750 
NetApp, Inc. 58,400 2,135,104 
Samsung Electronics Co. Ltd. 6,674 9,895,594 
Seagate Technology LLC 117,100 4,695,710 
Western Digital Corp. 274,287 17,461,110 
  534,145,946 
TOTAL INFORMATION TECHNOLOGY  3,586,785,795 
MATERIALS - 2.8%   
Chemicals - 2.2%   
AdvanSix, Inc. (a) 3,944 73,753 
Air Products & Chemicals, Inc. 115,700 16,714,022 
Albemarle Corp. U.S. 36,200 3,177,636 
Ashland Global Holdings, Inc. 137,700 15,518,790 
Cabot Corp. 50,500 2,571,965 
Celanese Corp. Class A 68,200 5,409,624 
CF Industries Holdings, Inc. 162,700 4,708,538 
E.I. du Pont de Nemours & Co. 961,192 70,753,343 
Eastman Chemical Co. 367,930 27,638,902 
Ecolab, Inc. 81,900 9,560,187 
Huntsman Corp. 182,800 3,560,944 
LyondellBasell Industries NV Class A 329,500 29,760,440 
Monsanto Co. 1,024,745 105,251,559 
Nitto Denko Corp. 9,250 646,705 
PPG Industries, Inc. 99,974 9,590,506 
Praxair, Inc. 887,939 106,819,062 
RPM International, Inc. 182,400 9,650,784 
Sherwin-Williams Co. 31,800 8,543,706 
Stepan Co. 46,100 3,741,937 
The Dow Chemical Co. 911,387 50,782,484 
The Mosaic Co. 288,616 8,196,694 
Westlake Chemical Corp. 5,100 301,767 
  492,973,348 
Construction Materials - 0.2%   
Eagle Materials, Inc. 73,600 7,153,920 
Martin Marietta Materials, Inc. 91,000 19,969,950 
Vulcan Materials Co. 155,119 19,490,702 
  46,614,572 
Containers & Packaging - 0.3%   
Avery Dennison Corp. 3,500 252,210 
Ball Corp. 95,900 7,198,254 
Bemis Co., Inc. 11,300 565,791 
Berry Plastics Group, Inc. (a) 371,286 18,478,904 
Crown Holdings, Inc. (a) 256,469 13,949,349 
Graphic Packaging Holding Co. 36,500 458,805 
International Paper Co. 268,600 13,086,192 
Owens-Illinois, Inc. (a) 8,100 148,797 
Packaging Corp. of America 78,500 6,653,660 
Sonoco Products Co. 11,200 606,256 
WestRock Co. 130,300 6,671,360 
  68,069,578 
Metals & Mining - 0.1%   
Alcoa Corp. 32,655 946,015 
Franco-Nevada Corp. 47,100 2,735,958 
Hi-Crush Partners LP (a) 42,800 781,100 
Newmont Mining Corp. 25,855 838,736 
Nucor Corp. 199,000 12,375,810 
Reliance Steel & Aluminum Co. 25,600 2,076,160 
Steel Dynamics, Inc. 12,875 456,805 
  20,210,584 
Paper & Forest Products - 0.0%   
Domtar Corp. 58,900 2,313,003 
Schweitzer-Mauduit International, Inc. 75,400 3,169,816 
  5,482,819 
TOTAL MATERIALS  633,350,901 
REAL ESTATE - 1.3%   
Equity Real Estate Investment Trusts (REITs) - 1.3%   
American Tower Corp. 341,300 34,904,751 
AvalonBay Communities, Inc. 171,017 28,130,586 
Boston Properties, Inc. 40,100 4,967,588 
Coresite Realty Corp. 14,300 1,008,579 
Corrections Corp. of America 67,000 1,521,570 
Cousins Properties, Inc. 331,900 2,625,329 
Crown Castle International Corp. 807,893 67,426,750 
Duke Realty LP 71,700 1,823,331 
Equinix, Inc. 38,900 13,177,764 
Equity Residential (SBI) 165,400 9,925,654 
Extra Space Storage, Inc. 72,300 5,072,568 
FelCor Lodging Trust, Inc. 99,800 724,548 
Gaming & Leisure Properties 18,700 570,537 
General Growth Properties, Inc. 360,000 9,122,400 
Hospitality Properties Trust (SBI) 149,200 4,326,054 
Iron Mountain, Inc. 166,717 5,501,661 
Kimco Realty Corp. 467,989 11,952,439 
Mack-Cali Realty Corp. 225,300 6,094,365 
Medical Properties Trust, Inc. 110,600 1,318,352 
MGM Growth Properties LLC 292,994 7,031,856 
Mid-America Apartment Communities, Inc. 45,970 4,212,231 
NorthStar Realty Finance Corp. 92,800 1,404,992 
Omega Healthcare Investors, Inc. 26,800 789,528 
Outfront Media, Inc. 166,500 4,197,465 
Parkway, Inc. (a) 41,487 813,145 
Piedmont Office Realty Trust, Inc. Class A 128,500 2,523,740 
Public Storage 8,600 1,799,980 
Simon Property Group, Inc. 114,216 20,518,904 
SL Green Realty Corp. 62,200 6,553,392 
Store Capital Corp. 271,300 6,706,536 
Sun Communities, Inc. 21,700 1,566,089 
The GEO Group, Inc. 14,000 465,640 
VEREIT, Inc. 1,391,300 11,533,877 
Vornado Realty Trust 107,800 10,537,450 
Weyerhaeuser Co. 176,321 5,435,976 
  296,285,627 
Real Estate Management & Development - 0.0%   
CBRE Group, Inc. (a) 69,400 2,015,376 
TOTAL REAL ESTATE  298,301,003 
TELECOMMUNICATION SERVICES - 1.5%   
Diversified Telecommunication Services - 1.4%   
AT&T, Inc. 2,894,862 111,828,519 
CenturyLink, Inc. 73,000 1,716,960 
Cogent Communications Group, Inc. 36,200 1,355,690 
Consolidated Communications Holdings, Inc. 20,100 574,458 
FairPoint Communications, Inc. (a) 69,200 1,152,180 
Frontier Communications Corp. 454,700 1,659,655 
Iridium Communications, Inc. (a) 68,400 601,920 
Level 3 Communications, Inc. (a) 100,100 5,512,507 
Lumos Networks Corp. (a) 90,145 1,310,708 
SBA Communications Corp. Class A (a) 46,600 4,611,536 
Verizon Communications, Inc. 3,967,626 197,984,537 
Windstream Holdings, Inc. 5,000 37,050 
Zayo Group Holdings, Inc. (a) 116,300 4,012,350 
  332,358,070 
Wireless Telecommunication Services - 0.1%   
Sprint Corp. (a) 218,100 1,709,904 
T-Mobile U.S., Inc. (a) 380,330 20,617,689 
Telephone & Data Systems, Inc. 39,300 1,058,349 
U.S. Cellular Corp. (a) 4,700 176,861 
  23,562,803 
TOTAL TELECOMMUNICATION SERVICES  355,920,873 
UTILITIES - 2.3%   
Electric Utilities - 1.8%   
American Electric Power Co., Inc. 58,700 3,466,235 
DONG Energy A/S 46,000 1,569,295 
Duke Energy Corp. 76,800 5,665,536 
Edison International 605,917 41,668,912 
Entergy Corp. 151,500 10,412,595 
Eversource Energy 36,600 1,889,292 
Exelon Corp. 1,439,200 46,788,392 
FirstEnergy Corp. 292,400 9,149,196 
Fortis, Inc. 844,483 25,148,704 
Fortis, Inc. 467,469 13,933,938 
Great Plains Energy, Inc. 149,200 3,937,388 
NextEra Energy, Inc. 1,012,623 115,671,925 
OGE Energy Corp. 57,700 1,826,205 
PG&E Corp. 1,049,828 61,729,886 
Pinnacle West Capital Corp. 12,800 946,304 
PNM Resources, Inc. 47,900 1,513,640 
PPL Corp. 1,490,241 49,863,464 
Southern Co. 64,700 3,029,254 
Westar Energy, Inc. 24,400 1,389,824 
Xcel Energy, Inc. 328,525 12,815,760 
  412,415,745 
Gas Utilities - 0.0%   
Amerigas Partners LP 2,033 91,241 
Atmos Energy Corp. 56,200 3,996,944 
Indraprastha Gas Ltd. 30,805 371,906 
South Jersey Industries, Inc. 23,200 765,600 
  5,225,691 
Independent Power and Renewable Electricity Producers - 0.1%   
Calpine Corp. (a) 82,700 922,105 
Dynegy, Inc. (a) 56,200 486,130 
NextEra Energy Partners LP 86,200 2,207,582 
NRG Energy, Inc. 521,900 5,918,346 
NRG Yield, Inc. Class C 47,900 735,265 
Pattern Energy Group, Inc. 47,000 922,610 
The AES Corp. 327,300 3,747,585 
  14,939,623 
Multi-Utilities - 0.4%   
Ameren Corp. 218,680 10,741,562 
Avangrid, Inc. 96,700 3,497,639 
Black Hills Corp. 29,400 1,727,250 
CenterPoint Energy, Inc. 74,200 1,770,412 
CMS Energy Corp. 189,344 7,615,416 
Dominion Resources, Inc. 67,300 4,932,417 
DTE Energy Co. 193,600 18,022,224 
NiSource, Inc. 740,130 16,238,452 
Public Service Enterprise Group, Inc. 318,200 13,144,842 
SCANA Corp. 47,700 3,364,281 
Sempra Energy 95,500 9,530,900 
  90,585,395 
TOTAL UTILITIES  523,166,454 
TOTAL COMMON STOCKS   
(Cost $14,151,274,905)  17,659,216,744 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c)   
(Cost $1,468,003) 32,084 1,170,302 
Equity Funds - 20.8%   
Large Blend Funds - 13.3%   
BBH Core Select Fund Class N 13,836,148 301,628,017 
Fidelity SAI U.S. Large Cap Index Fund (d) 2,466,753 29,033,683 
JPMorgan U.S. Large Cap Core Plus Fund Select Class (e) 84,803,431 2,464,387,682 
PIMCO StocksPLUS Absolute Return Fund Institutional Class 24,584,250 244,859,130 
TOTAL LARGE BLEND FUNDS  3,039,908,512 
Large Growth Funds - 7.3%   
Fidelity Growth Company Fund (d) 571,782 81,627,549 
Fidelity SAI U.S. Quality Index Fund (d) 144,991,894 1,578,961,721 
TOTAL LARGE GROWTH FUNDS  1,660,589,270 
Sector Funds - 0.2%   
iShares NASDAQ Biotechnology Index ETF 146,319 40,101,648 
TOTAL EQUITY FUNDS   
(Cost $3,711,685,891)  4,740,599,430 
 Principal Amount  
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 0.18% to 0.49% 1/5/17 to 4/27/17 (f)   
(Cost $9,458,272) $9,465,000 9,457,071 
 Shares Value 
Money Market Funds - 1.5%   
Fidelity Cash Central Fund, 0.39% (g) 40,373,193 40,381,268 
Invesco Government & Agency Portfolio Institutional Class 0.29% (h) 313,102,669 313,102,669 
TOTAL MONEY MARKET FUNDS   
(Cost $353,482,709)  353,483,937 
TOTAL INVESTMENT PORTFOLIO - 99.7%   
(Cost $18,227,369,780)  22,763,927,484 
NET OTHER ASSETS (LIABILITIES) - 0.3%  66,423,699 
NET ASSETS - 100%  $22,830,351,183 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Bank of America Corp. 1/20/17 - $18.00 3,738 $89,710 $(1,214,850) 
Bank of America Corp. 1/20/17 - $20.00 5,617 247,142 (881,869) 
Charles Schwab Corp. 1/20/17 - $35.00 629 38,683 (261,035) 
Citigroup, Inc. 1/20/17 - $50.00 986 200,154 (677,875) 
Citigroup, Inc. 1/20/17 - $55.00 1,019 44,835 (300,605) 
Citigroup, Inc. 2/17/17 - $60.00 544 64,735 (67,184) 
General Electric 1/20/17 - $32.00 1,835 57,016 (42,205) 
JPMorgan Chase & Co. 1/20/17 - $70.00 2,038 293,464 (2,114,425) 
JPMorgan Chase & Co. 1/20/17 - $85.00 511 26,407 (35,004) 
Las Vegas Sands Corp. 1/20/17 - $62.50 204 38,353 (47,634) 
MasterCard, Inc. Class A 1/20/17 - $105.00 434 122,107 (68,572) 
Morgan Stanley 1/20/17 - $36.00 849 39,053 (492,420) 
U.S. Bancorp 1/20/17 - $50.00 949 35,112 (90,155) 
United Parcel Service, Inc. Class B 4/21/17 - $115.00 380 53,959 (182,400) 
TOTAL WRITTEN OPTIONS   $1,350,730 $(6,476,233) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
1,205 CME E-mini S&P 500 Index Contracts (United States) Dec. 2016 132,477,700 $3,151,624 

The face value of futures purchased as a percentage of Net Assets is 0.6%

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $80,982,388.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,170,713 or 0.0% of net assets.

 (d) Affiliated Fund

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

 (f) 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 $4,811,235.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
The Honest Co., Inc. Series D 8/12/15 $1,468,003 
Velti PLC 4/19/13 $220,797 

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $42,667 
Total $42,667 

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 500 Index Fund Investor Class $202,221,799 $385,510,717 $598,984,958 $1,652,058 $-- 
Fidelity Advisor Materials Fund Class I 69,252,217 -- 68,786,357(a) -- -- 
Fidelity Advisor Technology Fund Class I 503,960,572 -- 542,099,158(a) -- -- 
Fidelity Consumer Discretionary Portfolio 305,992,425 -- 303,739,154(a) -- -- 
Fidelity Consumer Staples Portfolio 250,289,916 -- 246,430,812(a) -- -- 
Fidelity Energy Portfolio 193,820,365 -- 199,280,439(a) -- -- 
Fidelity Financial Services Portfolio 387,207,382 -- 392,934,958(a) -- -- 
Fidelity Growth Company Fund 75,978,346 -- -- -- 81,627,549 
Fidelity Health Care Portfolio 335,265,266 10,000,000 321,145,553(a) -- -- 
Fidelity Industrials Portfolio 248,243,047 -- 244,942,603(a) -- -- 
Fidelity SAI U.S. Large Cap Index Fund -- 314,864,910 286,872,093 29,092 29,033,683 
Fidelity SAI U.S. Quality Index Fund 1,069,207,940 439,578,154 4,500,000 7,215,798 1,578,961,721 
Fidelity Telecommunications Portfolio 63,255,428 -- 62,542,854(a) -- -- 
Fidelity Utilities Portfolio 78,030,558 -- 77,277,922(a) -- -- 
Total $3,782,725,261 $1,149,953,781 $3,349,536,861 $8,896,948 $1,689,622,953 

 (a) Includes the value of shares redeemed through in-kind transactions. See Note 5 of the Notes to Financial Statements.


Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 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 $2,192,955,944 $2,187,349,360 $4,436,282 $1,170,302 
Consumer Staples 1,475,152,561 1,468,421,364 6,731,197 -- 
Energy 1,348,871,689 1,348,871,689 -- -- 
Financials 3,013,287,728 3,013,287,728 -- -- 
Health Care 2,297,717,925 2,284,526,311 13,191,614 -- 
Industrials 1,941,908,029 1,939,958,592 1,949,437 -- 
Information Technology 3,586,785,795 3,559,449,759 27,336,036 -- 
Materials 633,350,901 632,704,196 646,705 -- 
Real Estate 291,269,147 291,269,147 -- -- 
Telecommunication Services 355,920,873 355,920,873 -- -- 
Utilities 523,166,454 522,794,548 371,906 -- 
Equity Funds 4,740,599,430 4,740,599,430 -- -- 
Other Short-Term Investments  9,457,071 -- 9,457,071 -- 
Money Market Funds 353,483,937 353,483,937 -- -- 
Total Investments in Securities: $22,763,927,484 $22,698,636,934 $64,120,248 $1,170,302 
Derivative Instruments:     
Assets     
Futures Contracts $3,151,624 $3,151,624 $-- $-- 
Total Assets $3,151,624 $3,151,624 $-- $-- 
Liabilities     
Written Options $(6,476,233) $(6,476,233) $-- $-- 
Total Liabilities $(6,476,233) $(6,476,233) $-- $-- 
Total Derivative Instruments: $(3,324,609) $(3,324,609) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $3,151,624 $0 
Written Options(b) (6,476,233) 
Total Equity Risk 3,151,624 (6,476,233) 
Total Value of Derivatives $3,151,624 $(6,476,233) 

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

 (b) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $16,604,233,413) 
$21,033,923,263  
Fidelity Central Funds (cost $40,380,040) 40,381,268  
Affiliated issuers (cost $1,582,756,327) 1,689,622,953  
Total Investments (cost $18,227,369,780)  $22,763,927,484 
Cash  243,239 
Receivable for investments sold  286,088,335 
Receivable for fund shares sold  6,149,367 
Dividends receivable  39,143,388 
Distributions receivable from Fidelity Central Funds  18,402 
Other receivables  354,001 
Total assets  23,095,924,216 
Liabilities   
Payable for investments purchased $234,157,835  
Payable for fund shares redeemed 20,362,672  
Accrued management fee 3,924,676  
Payable for daily variation margin for derivative instruments 296,491  
Written options, at value (premium received $1,350,730) 6,476,233  
Other payables and accrued expenses 355,126  
Total liabilities  265,573,033 
Net Assets  $22,830,351,183 
Net Assets consist of:   
Paid in capital  $18,001,160,395 
Undistributed net investment income  150,415,460 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  144,205,082 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  4,534,570,246 
Net Assets, for 1,432,891,419 shares outstanding  $22,830,351,183 
Net Asset Value, offering price and redemption price per share ($22,830,351,183 ÷ 1,432,891,419 shares)  $15.93 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $164,433,853 
Affiliated issuers  8,896,948 
Interest  177,515 
Income from Fidelity Central Funds  42,667 
Total income  173,550,983 
Expenses   
Management fee $50,784,274  
Independent trustees' fees and expenses 142,573  
Miscellaneous 32,351  
Total expenses before reductions 50,959,198  
Expense reductions (28,899,949) 22,059,249 
Net investment income (loss)  151,491,734 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 361,771,897  
Fidelity Central Funds 5,330  
Affiliated issuers 12,134,463  
Foreign currency transactions 365,404  
Futures contracts 19,043,458  
Written options 171,773  
Realized gain distributions from underlying funds:   
Affiliated issuers 4,478,644  
Total net realized gain (loss)  397,970,969 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
900,828,155  
Assets and liabilities in foreign currencies (1,865)  
Futures contracts (6,850,122)  
Written options (5,125,503)  
Total change in net unrealized appreciation (depreciation)  888,850,665 
Net gain (loss)  1,286,821,634 
Net increase (decrease) in net assets resulting from operations  $1,438,313,368 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $151,491,734 $314,529,995 
Net realized gain (loss) 397,970,969 28,010,733 
Change in net unrealized appreciation (depreciation) 888,850,665 (561,892,151) 
Net increase (decrease) in net assets resulting from operations 1,438,313,368 (219,351,423) 
Distributions to shareholders from net investment income (92,482,916) (298,493,508) 
Distributions to shareholders from net realized gain (72,444,946) (1,038,755,853) 
Total distributions (164,927,862) (1,337,249,361) 
Share transactions   
Proceeds from sales of shares 927,642,729 5,107,691,854 
Reinvestment of distributions 164,548,766 1,333,719,412 
Cost of shares redeemed (3,172,085,448) (5,745,703,422) 
Net increase (decrease) in net assets resulting from share transactions (2,079,893,953) 695,707,844 
Total increase (decrease) in net assets (806,508,447) (860,892,940) 
Net Assets   
Beginning of period 23,636,859,630 24,497,752,570 
End of period $22,830,351,183 $23,636,859,630 
Other Information   
Undistributed net investment income end of period $150,415,460 $91,406,642 
Shares   
Sold 60,244,503 351,359,217 
Issued in reinvestment of distributions 10,726,778 87,933,538 
Redeemed (206,203,354) (391,230,777) 
Net increase (decrease) (135,232,073) 48,061,978 

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


Financial Highlights — Strategic Advisers Core Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 
Selected Per–Share Data       
Net asset value, beginning of period $15.07 $16.12 $15.56 $14.00 $11.28 $12.06 
Income from Investment Operations       
Net investment income (loss)A .10 .19 .19 .16 .17 .13 
Net realized and unrealized gain (loss) .87 (.37) 1.51 2.52 2.89 (.56) 
Total from investment operations .97 (.18) 1.70 2.68 3.06 (.43) 
Distributions from net investment income (.06) (.19) (.16) (.14) (.16) (.12) 
Distributions from net realized gain (.05) (.68) (.98) (.98) (.18) (.23) 
Total distributions (.11) (.87) (1.14) (1.12) (.34) (.35) 
Net asset value, end of period $15.93 $15.07 $16.12 $15.56 $14.00 $11.28 
Total ReturnB,C 6.44% (1.10)% 11.37% 20.15% 27.75% (3.58)% 
Ratios to Average Net AssetsD,E       
Expenses before reductions .45%F .43% .42% .46% .44% .41% 
Expenses net of fee waivers, if any .19%F .18% .17% .20% .19% .16% 
Expenses net of all reductions .19%F .18% .17% .20% .19% .16% 
Net investment income (loss) 1.32%F 1.32% 1.22% 1.07% 1.36% 1.20% 
Supplemental Data       
Net assets, end of period (000 omitted) $22,830,351 $23,636,860 $24,497,753 $14,197,329 $10,785,567 $8,064,341 
Portfolio turnover rateG 108%F 85% 104% 109% 73% 64%H 

 A Calculated based on average shares outstanding during the period.

 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 Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 E 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.

 F Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

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

2. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2016 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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Income and capital gain distributions from Underlying Funds if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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), market discount, partnerships, deferred trustees compensation, security level mergers and exchanges and losses deferred due to wash sales.

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

Gross unrealized appreciation $4,674,119,780 
Gross unrealized depreciation (276,652,631) 
Net unrealized appreciation (depreciation) on securities $4,397,467,149 
Tax cost $18,366,460,335 

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

3. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts and options. 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 and exchange-traded options 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.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type Net Realized Gain (Loss) Change in Net Unrealized Appreciation (Depreciation) 
Equity Risk   
Futures Contracts $19,043,458 $(6,850,122) 
Written Options 171,773 (5,125,503) 
Totals $19,215,231 $(11,975,625) 

A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options".

The following is a summary of the Fund's written options activity:

 Number of Contracts Amount of Premiums 
Outstanding at beginning of period – $– 
Options Opened 26,309 1,763,996 
Options Exercised – – 
Options Closed (6,576) (413,266) 
Options Expired – – 
Outstanding at end of period 19,733 $1,350,730 

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares and in-kind transactions), other than short-term securities, aggregated $12,106,731,377 and $14,128,054,938, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .44% of the Fund's average net assets. The investment adviser pays all other expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees. The management fee is reduced by an amount equal to the fees and expenses paid by the Fund to the independent Trustees.

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

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

Aristotle Capital Management, LLC, Geode Capital Management, LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc., Robeco Investment Management, Inc. (d/b/a Boston Partners) and Waddell & Reed Investment Management Co. have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $42,119 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other funds affiliated with each sub-adviser under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Exchanges In-Kind. During the period, the Fund redeemed shares of the funds noted in the following table in exchange for investments and cash. Total net realized losses on the Fund's redemptions of the funds are included in "Net realized gain (loss) on affiliated issuers" in the accompanying Statement of Operations. The Fund recognized total net losses on the exchanges for federal income tax purposes.

Transaction Date Fund Name Value of investments and cash received Realized gain (loss) Shares redeemed 
11/4/16 Fidelity Advisor Materials Fund Class I $60,325,459 $(10,544,687) 845,013 
11/4/16 Fidelity Advisor Technology Fund Class I 442,814,201 37,575,050 10,768,828 
11/4/16 Fidelity Consumer Discretionary Portfolio 255,946,088 22,040,117 7,597,094 
11/4/16 Fidelity Consumer Staples Portfolio 205,991,818 4,123,854 2,230,314 
11/4/16 Fidelity Energy Portfolio 146,061,109 (23,606,187) 3,526,343 
11/4/16 Fidelity Financial Services Portfolio 276,003,424 7,690,809 3,248,246 
11/4/16 Fidelity Health Care Portfolio 284,244,539 (39,522,736) 1,587,958 
11/4/16 Fidelity Industrials Portfolio 203,573,978 (6,379,139) 6,790,326 
11/4/16 Fidelity Telecommunications Portfolio 53,345,591 4,690,715 805,095 
11/4/16 Fidelity Utilities Portfolio 68,267,475 6,062 950,668 
 Total $1,996,573,682 $(3,926,142) 38,349,885 

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $315,425.

6. Investments in Fidelity Central Funds.

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

The Fidelity Cash Central Fund seeks preservation of capital and current income and is managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $32,351 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Expense Reductions.

The investment adviser has contractually agreed to waive the Fund's management fee in an amount equal to .25% of the Fund's average net assets until September 30, 2019. During the period, this waiver reduced the Fund's management fee by $ 28,620,802.

In addition, the investment adviser has voluntarily agreed to waive a portion of the Fund's management fee. During the period, this waiver reduced the Fund's management fee by $270,836.

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 $6,548 for the period.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's management fee. During the period, these credits reduced the Fund's management fee by $1,763.

9. Other.

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

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

Fidelity SAI U.S. Quality Index Fund 39% 

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Actual .19% $1,000.00 $1,064.40 $.98 
Hypothetical-C  $1,000.00 $1,024.12 $.96 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contract

Strategic Advisers Core Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted at an in-person meeting to approve an amendment to the fee schedule in the existing sub-advisory agreement (the Current Sub-Advisory Agreement) with T. Rowe Price Associates, Inc. (T. Rowe Price) for the fund (the Amended Sub-Advisory Agreement), which has the potential to lower the amount of fees paid by Strategic Advisers, Inc. (Strategic Advisers) to T. Rowe Price, on behalf of the fund. The terms of the Amended Sub-Advisory Agreement are identical to those of the Current Sub-Advisory Agreement, except with respect to the date of execution and the fee schedule.

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

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

Nature, Extent, and Quality of Services Provided.  The Board considered that it reviewed information regarding T. Rowe Price, including the backgrounds of its investment personnel, and also took into consideration the fund's investment objective, strategies and related investment philosophy, in connection with the annual renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting. The Board also considered the information provided by T. Rowe Price in June 2016 in connection with the 2016 annual renewal of the Current Sub-Advisory Agreement.

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

Investment Performance. The Board noted that it considered historical investment performance of T. Rowe Price in managing fund assets in connection with its renewal of the Current Sub-Advisory Agreement at its September 2015 Board meeting and that it will consider such information at its September 2016 meeting. The Board did not consider performance to be a material factor in its decision to approve the Amended Sub-Advisory Agreement because the Amended Sub-Advisory Agreement would not result in any changes to the fund's investment processes or strategies or in the persons primarily responsible for the day-to-day management of the fund.

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

Competitiveness of Management Fee and Total Fund Expenses.  The Board considered that the new fee schedule will lower the amount of fees paid by Strategic Advisers to T. Rowe Price, on behalf of the fund. The Board also considered that the Amended Sub-Advisory Agreement would not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' contractual management fee waiver for the fund. The Board also considered that the Amended Sub-Advisory Agreement has the potential to reduce total net fund expenses by the same amount as any resulting decrease in the fund's management fee. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

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

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

Possible Economies of Scale.  The Board considered that the Amended Sub-Advisory Agreement, like the Current Sub-Advisory Agreement, provides for breakpoints that have the potential to further reduce sub-advisory fees paid to T. Rowe Price as assets allocated to T. Rowe Price grow. The Board also considered that it reviewed whether there have been economies of scale in connection with the management of the fund during its annual renewal of the fund's advisory agreement with Strategic Advisers at its September 2015 Board meeting.

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

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve two new investment advisory agreements (the New Sub-Advisory Agreements) with FIAM LLC (FIAM) for the fund to add two new investment mandates to the fund, subject to shareholder approval.

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 each New Sub-Advisory Agreement.

In considering whether to approve each New 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 New Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of each 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandates approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under each New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under each New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under each New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under each New Sub-Advisory Agreement than the investment mandates approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under each New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under each New 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 FIAM and the portfolio managers in managing accounts under similar investment mandates.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing each New 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 FIAM under each New Sub-Advisory Agreement and the impact on total net expenses of the fund, if any, as a result of the New Sub-Advisory Agreements.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the approval of each New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2018 and its proposal to extend the waiver through September 30, 2019. In addition, the Board considered that Strategic Advisers' portion of the management fee paid to Strategic Advisers will continue to be all-inclusive and that Strategic Advisers will continue to pay the fund's operating expenses, with certain limited exceptions, out of its portion of the management fee. The Board also considered that the fund's management fee rate and total net expenses, after allocating assets to FIAM, are expected to continue to rank below the median competitive peer group data provided in the June 2016 management contract renewal materials with respect to the fund.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because each New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve each New 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-Advisory Agreements, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement with respect to one of the new investment mandates provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow. With respect to the other investment mandate, the Board noted that although the fee schedule does not include breakpoints, the fee schedule is the lowest fee schedule offered by FIAM for the investment mandate.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that each New 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 New 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 Contract and Management Fees

Strategic Advisers Core Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the approval of the Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board considered Strategic Advisers' contractual agreement to waive its 0.25% portion of the fund's management fee through September 30, 2018 and its proposal to extend the waiver through September 30, 2019. In addition, the Board considered that Strategic Advisers' portion of the management fee paid to Strategic Advisers will continue to be all-inclusive and that Strategic Advisers will continue to pay the fund's operating expenses, with certain limited exceptions, out of its portion of the management fee. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and total net expenses are expected to continue to rank below the median competitive peer group data provided in the June 2016 management contract renewal materials.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Core Fund

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

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

At its September 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. The Board also approved an amendment to the sub-advisory agreement with T. Rowe Price, which has the potential to lower the amount of the fees paid by Strategic Advisers to T. Rowe Price, on behalf of the fund. The Board noted that the terms of the amended sub-advisory agreement are identical to those of the existing sub-advisory agreement, except with respect to the date of execution and the fee schedule. The Board also noted that the amended sub-advisory agreements would not result in changes to the nature, extent, and quality of the services provided to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreements with FIAM and T. Rowe Price, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreements with FIAM and T. Rowe Price is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended 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 and approve the amended sub-advisory agreements 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, AB, Aristotle, Brandywine, ClariVest, FIAM, First Eagle, JPMorgan, Loomis Sayles, LSV, MFS, MSIM, OppenheimerFunds, Boston Partners, T. Rowe Price, and WRIMCO (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Core Fund


The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one-, three-, and five-year periods ended December 31, 2015. The Board also noted that the fund had out-performed 58%, 60%, and 50% of its peers for the one-, three-, and five-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was lower than its benchmark for the periods shown.

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

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, as discussed below. The Board also noted Strategic Advisers' proposal to extend the 0.25% management fee waiver through September 30, 2019 (effectively waiving its portion of the management fee) and considered that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00%. In addition, the Board considered that the portion of the management fee paid to Strategic Advisers is all-inclusive, meaning that Strategic Advisers pays the fund's operating expenses, with certain limited exceptions, out of its portion of the management fee. In considering the fund's management fee and management fee waiver and comparisons to other registered investment companies with investment objectives similar to those of the fund, the Board also noted that shares of the fund are offered only to clients that participate in the Fidelity Portfolio Advisory Service managed account program.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Core Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the fund's total expenses, the Board considered the fund's management fee rate as well as other fund expenses, as applicable, such as expenses from holding Fidelity and non-Fidelity mutual funds and ETFs, transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. The Board further noted that the fund's total expenses were compared to classes of competitive funds having similar load types. This comparison, which is a proxy for comparing funds by distribution channel, showed the fund's position relative to competitive funds with the same load type. The Board noted that the fund's total expenses (giving effect to the fund's all-inclusive management fee) were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

Possible Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Strategic Advisers funds, whether the Strategic Advisers funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board considered that the fund's Sub-Advisory Agreements provide for breakpoints as the fund's assets grow and noted that any potential decline in sub-advisory fees would accrue directly to the fund. The Board also took into consideration that Strategic Advisers has agreed to waive 0.25% of its management fee through September 30, 2019.

Conclusion. Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreements with FIAM and T. Rowe Price should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2a

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Fund with respect to FIAM's Sector Managed strategy.

 # of
Votes 
% of
Votes 
Affirmative 15,012,911,118.29 94.229 
Against 344,889,211.24 2.165 
Abstain 574,514,715.56 3.606 
TOTAL 15,932,315,045.09 100.000 

PROPOSAL 2b

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Core Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 14,990,987,374.37 94.092 
Against 357,993,154.09 2.247 
Abstain 583,334,516.63 3.661 
TOTAL 15,932,315,045.09 100.000 

PROPOSAL 4a

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Core Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 15,006,740,732.41 94.190 
Against 337,686,807.33 2.120 
Abstain 587,887,505.35 3.690 
TOTAL 15,932,315,045.09 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SAI-COR-SANN-0117
1.902942.106


Strategic Advisers® Value Multi-Manager Fund
Class L and Class N



Semi-Annual Report

November 30, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees

Proxy Voting Results


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. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Investment Summary (Unaudited)

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

Top Ten Holdings as of November 30, 2016

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 2.9 2.7 
Bank of America Corp. 2.6 1.9 
Exxon Mobil Corp. 2.5 2.8 
Johnson & Johnson 2.5 2.9 
Pfizer, Inc. 2.0 2.2 
Chevron Corp. 1.8 1.5 
Apple, Inc. 1.8 1.8 
Citigroup, Inc. 1.6 1.5 
Intel Corp. 1.5 1.3 
Verizon Communications, Inc. 1.4 1.6 
 20.6  

Top Five Market Sectors as of November 30, 2016

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.3 24.9 
Information Technology 14.3 14.4 
Health Care 14.0 15.1 
Consumer Discretionary 9.0 8.9 
Industrials 9.0 9.5 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016  
   Common Stocks 96.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.7% 


As of May 31, 2016 
   Common Stocks 96.5% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.5% 


Investments November 30, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.3%   
 Shares Value 
CONSUMER DISCRETIONARY - 9.0%   
Auto Components - 0.7%   
BorgWarner, Inc. 160 $5,696 
Gentex Corp. 220 4,068 
Lear Corp. 460 59,575 
The Goodyear Tire & Rubber Co. 1,200 36,828 
  106,167 
Automobiles - 1.1%   
Ford Motor Co. 4,100 49,036 
General Motors Co. 2,670 92,195 
Harley-Davidson, Inc. 640 38,970 
  180,201 
Hotels, Restaurants & Leisure - 0.6%   
Brinker International, Inc. 400 21,244 
Carnival Corp. unit 420 21,592 
Darden Restaurants, Inc. 90 6,597 
Hyatt Hotels Corp. Class A (a) 30 1,540 
Royal Caribbean Cruises Ltd. 60 4,858 
Wyndham Worldwide Corp. 580 41,754 
Yum! Brands, Inc. 100 6,339 
  103,924 
Household Durables - 1.0%   
Garmin Ltd. 80 4,173 
Leggett & Platt, Inc. 100 4,806 
Lennar Corp. Class A 1,945 82,740 
Mohawk Industries, Inc. (a) 60 11,846 
PulteGroup, Inc. 250 4,715 
Toll Brothers, Inc. (a) 40 1,186 
Whirlpool Corp. 360 58,478 
  167,944 
Leisure Products - 0.0%   
Brunswick Corp. 70 3,508 
Media - 3.0%   
CBS Corp. Class B 310 18,823 
Cinemark Holdings, Inc. 80 3,187 
Comcast Corp. Class A 940 65,339 
Discovery Communications, Inc. Class A (a) 110 2,980 
Gannett Co., Inc. 600 5,724 
Interpublic Group of Companies, Inc. 300 7,221 
News Corp. Class A 280 3,237 
Omnicom Group, Inc. 180 15,649 
Scripps Networks Interactive, Inc. Class A 70 4,848 
Tegna, Inc. 1,200 26,916 
The Walt Disney Co. 740 73,349 
Time Warner, Inc. 2,190 201,086 
Twenty-First Century Fox, Inc. Class A 820 23,050 
Viacom, Inc. Class B (non-vtg.) 900 33,732 
  485,141 
Multiline Retail - 1.1%   
Dillard's, Inc. Class A 300 21,453 
Dollar General Corp. 210 16,237 
Kohl's Corp. 930 50,062 
Macy's, Inc. 500 21,100 
Target Corp. 840 64,882 
  173,734 
Specialty Retail - 1.4%   
Best Buy Co., Inc. 1,240 56,668 
CarMax, Inc. (a) 150 8,669 
Dick's Sporting Goods, Inc. 70 4,135 
Foot Locker, Inc. 100 7,167 
Home Depot, Inc. 870 112,578 
Michaels Companies, Inc. (a) 160 3,901 
Penske Automotive Group, Inc. 800 39,928 
  233,046 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 60 6,356 
Ralph Lauren Corp. 50 5,231 
  11,587 
TOTAL CONSUMER DISCRETIONARY  1,465,252 
CONSUMER STAPLES - 5.1%   
Beverages - 0.4%   
The Coca-Cola Co. 1,640 66,174 
Food & Staples Retailing - 1.8%   
Kroger Co. 800 25,840 
Wal-Mart Stores, Inc. 2,360 166,215 
Walgreens Boots Alliance, Inc. 1,205 102,100 
  294,155 
Food Products - 2.2%   
Archer Daniels Midland Co. 2,905 125,583 
Bunge Ltd. 1,010 68,963 
Ingredion, Inc. 250 29,345 
Mondelez International, Inc. 1,815 74,851 
Tyson Foods, Inc. Class A 1,000 56,810 
  355,552 
Personal Products - 0.7%   
Coty, Inc. Class A 1,680 31,433 
Unilever NV (NY Reg.) 1,790 71,296 
  102,729 
TOTAL CONSUMER STAPLES  818,610 
ENERGY - 8.6%   
Energy Equipment& Services - 0.8%   
Baker Hughes, Inc. 320 20,586 
Ensco PLC Class A 700 6,762 
Halliburton Co. 1,495 79,370 
Helmerich & Payne, Inc. 80 6,052 
National Oilwell Varco, Inc. 280 10,461 
Noble Corp. 700 4,354 
Parker Drilling Co. (a) 2,100 4,515 
  132,100 
Oil, Gas & Consumable Fuels - 7.8%   
Chevron Corp. 2,640 294,518 
EQT Corp. 1,065 74,635 
Exxon Mobil Corp. 4,690 409,437 
Hess Corp. 400 22,384 
Marathon Petroleum Corp. 2,000 94,040 
Murphy Oil Corp. 130 4,408 
Occidental Petroleum Corp. 550 39,248 
Phillips 66 Co. 1,920 159,514 
Pioneer Natural Resources Co. 395 75,461 
Valero Energy Corp. 1,520 93,571 
  1,267,216 
TOTAL ENERGY  1,399,316 
FINANCIALS - 26.3%   
Banks - 13.5%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 10,417 64,169 
Bank of America Corp. 19,740 416,909 
BB&T Corp. 1,000 45,250 
BOK Financial Corp. 675 54,216 
Citigroup, Inc. 4,580 258,266 
Citizens Financial Group, Inc. 400 13,404 
Comerica, Inc. 130 8,288 
Commerce Bancshares, Inc. 71 3,892 
Cullen/Frost Bankers, Inc. 650 53,502 
East West Bancorp, Inc. 110 5,267 
Fifth Third Bancorp 2,200 57,244 
First Republic Bank 938 76,822 
Huntington Bancshares, Inc. 2,700 33,642 
Investors Bancorp, Inc. 240 3,250 
JPMorgan Chase & Co. 5,800 464,975 
KeyCorp 1,900 32,889 
M&T Bank Corp. 505 72,690 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 57,840 
Peoples United Financial, Inc. 190 3,557 
PNC Financial Services Group, Inc. 1,070 118,278 
Prosperity Bancshares, Inc. 20 1,323 
Regions Financial Corp. 6,270 84,896 
SunTrust Banks, Inc. 1,780 92,471 
Synovus Financial Corp. 90 3,484 
U.S. Bancorp 1,300 64,506 
Wells Fargo & Co. 1,900 100,548 
  2,191,578 
Capital Markets - 3.5%   
Affiliated Managers Group, Inc. (a) 40 5,924 
Ameriprise Financial, Inc. 1,345 153,612 
Bank of New York Mellon Corp. 810 38,410 
BlackRock, Inc. Class A 120 44,495 
E*TRADE Financial Corp. (a) 210 7,247 
Eaton Vance Corp. (non-vtg.) 90 3,640 
Franklin Resources, Inc. 430 16,882 
Goldman Sachs Group, Inc. 470 103,066 
Invesco Ltd. 310 9,706 
Morgan Stanley 1,930 79,825 
Northern Trust Corp. 170 13,966 
Raymond James Financial, Inc. 110 7,913 
State Street Corp. 700 55,160 
T. Rowe Price Group, Inc. 190 14,071 
The NASDAQ OMX Group, Inc. 120 7,691 
  561,608 
Consumer Finance - 1.9%   
Ally Financial, Inc. 340 6,603 
American Express Co. 750 54,030 
Capital One Financial Corp. 1,290 108,412 
Credit Acceptance Corp. (a) 10 1,918 
Discover Financial Services 1,340 90,812 
Navient Corp. 1,340 23,088 
Santander Consumer U.S.A. Holdings, Inc. (a) 270 3,721 
Synchrony Financial 633 21,876 
  310,460 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 3,566 
Leucadia National Corp. 280 6,166 
Voya Financial, Inc. 50 1,944 
  11,676 
Insurance - 6.9%   
AFLAC, Inc. 910 64,956 
Alleghany Corp. (a) 20 11,359 
Allstate Corp. 1,110 77,611 
American Financial Group, Inc. 650 53,450 
American International Group, Inc. 1,030 65,230 
Arch Capital Group Ltd. (a) 90 7,445 
Assurant, Inc. 460 39,716 
Assured Guaranty Ltd. 30 1,073 
Axis Capital Holdings Ltd. 670 40,877 
Chubb Ltd. 645 82,560 
Cincinnati Financial Corp. 120 9,209 
Everest Re Group Ltd. 240 50,532 
FNF Group 210 6,707 
Hartford Financial Services Group, Inc. 1,700 80,104 
Lincoln National Corp. 1,280 82,048 
Loews Corp. 260 11,609 
Markel Corp. (a) 10 8,983 
MetLife, Inc. 1,640 90,216 
Old Republic International Corp. 90 1,608 
Principal Financial Group, Inc. 220 12,692 
Progressive Corp. 430 14,319 
Prudential Financial, Inc. 1,030 103,618 
Reinsurance Group of America, Inc. 60 7,323 
RenaissanceRe Holdings Ltd. 30 3,917 
The Travelers Companies, Inc. 1,020 115,617 
Torchmark Corp. 250 17,523 
Unum Group 1,180 49,879 
Validus Holdings Ltd. 60 3,260 
W.R. Berkley Corp. 90 5,561 
  1,119,002 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 3,600 36,792 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 2,200 32,032 
TOTAL FINANCIALS  4,263,148 
HEALTH CARE - 14.0%   
Biotechnology - 3.3%   
AbbVie, Inc. 3,485 211,888 
Amgen, Inc. 1,515 218,266 
Biogen, Inc. (a) 170 49,992 
Gilead Sciences, Inc. 300 22,110 
United Therapeutics Corp. (a) 260 32,659 
  534,915 
Health Care Equipment & Supplies - 1.6%   
Baxter International, Inc. 2,255 100,054 
Danaher Corp. 930 72,698 
Medtronic PLC 1,280 93,453 
  266,205 
Health Care Providers & Services - 2.9%   
Aetna, Inc. 690 90,280 
Anthem, Inc. 720 102,622 
Cardinal Health, Inc. 400 28,404 
Cigna Corp. 490 66,023 
Express Scripts Holding Co. (a) 860 65,257 
HCA Holdings, Inc. (a) 790 56,003 
Quest Diagnostics, Inc. 510 44,605 
Universal Health Services, Inc. Class B 70 8,611 
  461,805 
Pharmaceuticals - 6.2%   
Johnson & Johnson 3,580 398,454 
Mallinckrodt PLC (a) 100 5,270 
Merck & Co., Inc. 3,410 208,658 
Novartis AG sponsored ADR 1,040 71,510 
Pfizer, Inc. 10,140 325,900 
  1,009,792 
TOTAL HEALTH CARE  2,272,717 
INDUSTRIALS - 9.0%   
Aerospace & Defense - 2.6%   
BE Aerospace, Inc. 70 4,203 
General Dynamics Corp. 815 142,910 
Hexcel Corp. 70 3,620 
L-3 Communications Holdings, Inc. 60 9,466 
Northrop Grumman Corp. 70 17,476 
Raytheon Co. 100 14,954 
Rockwell Collins, Inc. 100 9,272 
Spirit AeroSystems Holdings, Inc. Class A 100 5,825 
Textron, Inc. 210 9,666 
The Boeing Co. 780 117,437 
Triumph Group, Inc. 700 19,460 
United Technologies Corp. 640 68,941 
  423,230 
Air Freight & Logistics - 0.7%   
FedEx Corp. 400 76,668 
United Parcel Service, Inc. Class B 270 31,298 
  107,966 
Airlines - 0.8%   
Alaska Air Group, Inc. 30 2,468 
American Airlines Group, Inc. 130 6,037 
Delta Air Lines, Inc. 600 28,908 
Southwest Airlines Co. 470 21,907 
United Continental Holdings, Inc. (a) 940 64,813 
  124,133 
Building Products - 0.1%   
Owens Corning 90 4,624 
Tyco International Ltd. 250 11,245 
  15,869 
Commercial Services & Supplies - 0.4%   
Deluxe Corp. 700 47,390 
LSC Communications, Inc. 187 3,860 
R.R. Donnelley & Sons Co. 500 8,695 
  59,945 
Construction & Engineering - 0.3%   
Fluor Corp. 710 37,992 
Jacobs Engineering Group, Inc. (a) 90 5,581 
Quanta Services, Inc. (a) 40 1,349 
  44,922 
Electrical Equipment - 0.3%   
Eaton Corp. PLC 350 23,279 
Emerson Electric Co. 490 27,656 
Hubbell, Inc. Class B 40 4,491 
  55,426 
Industrial Conglomerates - 0.4%   
Carlisle Companies, Inc. 50 5,609 
Honeywell International, Inc. 580 66,085 
  71,694 
Machinery - 2.0%   
AGCO Corp. 570 31,806 
Cummins, Inc. 130 18,431 
Deere & Co. 580 58,116 
Flowserve Corp. 90 4,271 
Ingersoll-Rand PLC 200 14,908 
Oshkosh Corp. 1,400 98,000 
PACCAR, Inc. 270 16,781 
Parker Hannifin Corp. 110 15,282 
Pentair PLC 130 7,470 
Snap-On, Inc. 50 8,360 
Stanley Black & Decker, Inc. 110 13,049 
Timken Co. 200 7,810 
Trinity Industries, Inc. 1,200 33,348 
WABCO Holdings, Inc. (a) 40 3,940 
  331,572 
Professional Services - 0.1%   
Dun & Bradstreet Corp. 20 2,434 
Manpower, Inc. 50 4,271 
Robert Half International, Inc. 30 1,346 
  8,051 
Road & Rail - 1.0%   
AMERCO 20 6,829 
CSX Corp. 720 25,783 
Norfolk Southern Corp. 220 23,421 
Ryder System, Inc. 600 46,980 
Union Pacific Corp. 630 63,838 
  166,851 
Trading Companies & Distributors - 0.3%   
Aircastle Ltd. 1,400 30,072 
United Rentals, Inc. (a) 70 7,078 
W.W. Grainger, Inc. 50 11,529 
  48,679 
TOTAL INDUSTRIALS  1,458,338 
INFORMATION TECHNOLOGY - 14.3%   
Communications Equipment - 1.8%   
Brocade Communications Systems, Inc. 3,400 41,956 
Cisco Systems, Inc. 7,640 227,825 
Harris Corp. 230 23,819 
Juniper Networks, Inc. 100 2,754 
  296,354 
Electronic Equipment & Components - 1.7%   
Arrow Electronics, Inc. (a) 70 4,779 
Avnet, Inc. 150 6,884 
CDW Corp. 120 6,149 
Corning, Inc. 2,910 69,927 
Dell Technologies, Inc. (a) 278 14,890 
Flextronics International Ltd. (a) 2,800 39,872 
Jabil Circuit, Inc. 140 2,961 
Keysight Technologies, Inc. (a) 40 1,473 
TE Connectivity Ltd. 1,000 67,640 
Tech Data Corp. (a) 400 33,948 
Vishay Intertechnology, Inc. 1,300 19,695 
  268,218 
IT Services - 1.7%   
IBM Corp. 1,030 167,087 
PayPal Holdings, Inc. (a) 1,470 57,742 
The Western Union Co. 370 7,781 
Xerox Corp. 4,530 42,356 
  274,966 
Semiconductors & Semiconductor Equipment - 3.4%   
Intel Corp. 7,020 243,594 
KLA-Tencor Corp. 120 9,581 
Lam Research Corp. 90 9,542 
Marvell Technology Group Ltd. 130 1,864 
Microchip Technology, Inc. 1,505 99,601 
Micron Technology, Inc. (a) 780 15,233 
Qorvo, Inc. (a) 100 5,341 
Qualcomm, Inc. 1,080 73,580 
Skyworks Solutions, Inc. 140 10,759 
Texas Instruments, Inc. 1,109 81,988 
  551,083 
Software - 2.6%   
Adobe Systems, Inc. (a) 1,030 105,894 
ANSYS, Inc. (a) 78 7,334 
CA Technologies, Inc. 320 10,227 
Microsoft Corp. 1,710 103,045 
Oracle Corp. 4,340 174,425 
Symantec Corp. 600 14,634 
  415,559 
Technology Hardware, Storage & Peripherals - 3.1%   
Apple, Inc. 2,610 288,457 
Hewlett Packard Enterprise Co. 1,900 45,220 
HP, Inc. 3,210 49,434 
NCR Corp. (a) 1,430 55,413 
Seagate Technology LLC 900 36,090 
Western Digital Corp. 500 31,830 
  506,444 
TOTAL INFORMATION TECHNOLOGY  2,312,624 
MATERIALS - 4.2%   
Chemicals - 2.6%   
Ashland Global Holdings, Inc. 50 5,635 
Celanese Corp. Class A 110 8,725 
CF Industries Holdings, Inc. 500 14,470 
Eastman Chemical Co. 510 38,311 
Huntsman Corp. 1,500 29,220 
LyondellBasell Industries NV Class A 1,090 98,449 
PPG Industries, Inc. 955 91,613 
RPM International, Inc. 100 5,291 
The Dow Chemical Co. 2,285 127,320 
The Mosaic Co. 130 3,692 
Westlake Chemical Corp. 30 1,775 
  424,501 
Construction Materials - 0.7%   
Martin Marietta Materials, Inc. 520 114,114 
Containers & Packaging - 0.6%   
Avery Dennison Corp. 20 1,441 
Bemis Co., Inc. 70 3,505 
Crown Holdings, Inc. (a) 110 5,983 
Graphic Packaging Holding Co. 240 3,017 
International Paper Co. 610 29,719 
Packaging Corp. of America 570 48,313 
Sonoco Products Co. 70 3,789 
WestRock Co. 111 5,683 
  101,450 
Metals & Mining - 0.2%   
Newmont Mining Corp. 140 4,542 
Nucor Corp. 230 14,304 
Reliance Steel & Aluminum Co. 60 4,866 
  23,712 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 19,635 
TOTAL MATERIALS  683,412 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Hospitality Properties Trust (SBI) 1,100 31,895 
Mack-Cali Realty Corp. 1,000 27,050 
Medical Properties Trust, Inc. 1,100 13,112 
  72,057 
TELECOMMUNICATION SERVICES - 2.3%   
Diversified Telecommunication Services - 2.3%   
AT&T, Inc. 3,500 135,205 
Verizon Communications, Inc. 4,600 229,540 
  364,745 
UTILITIES - 3.1%   
Electric Utilities - 1.6%   
American Electric Power Co., Inc. 380 22,439 
Duke Energy Corp. 500 36,885 
Edison International 230 15,817 
Entergy Corp. 740 50,860 
Eversource Energy 230 11,873 
Exelon Corp. 1,910 62,094 
FirstEnergy Corp. 1,100 34,419 
OGE Energy Corp. 150 4,748 
Pinnacle West Capital Corp. 80 5,914 
Xcel Energy, Inc. 360 14,044 
  259,093 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,045 58,917 
Independent Power and Renewable Electricity Producers - 0.4%   
The AES Corp. 5,350 61,258 
Multi-Utilities - 0.7%   
Ameren Corp. 190 9,333 
DTE Energy Co. 140 13,033 
Public Service Enterprise Group, Inc. 2,170 89,643 
SCANA Corp. 110 7,758 
  119,767 
TOTAL UTILITIES  499,035 
TOTAL COMMON STOCKS   
(Cost $11,456,846)  15,609,254 
U.S. Treasury Obligations - 0.3%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.33% to 0.47% 12/1/16 to 3/2/17 (b)   
(Cost $39,987) $40,000 39,987 
Money Market Funds - 4.4%   
 Shares  
Invesco Government & Agency Portfolio Institutional Class 0.29% (c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.26% (c) 712,785 712,785 
TOTAL MONEY MARKET FUNDS   
(Cost $712,795)  712,795 
TOTAL INVESTMENT PORTFOLIO - 101.0%   
(Cost $12,209,628)  16,362,036 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (160,346) 
NET ASSETS - 100%  $16,201,690 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
4 ICE Russell 1000 Value Index Contracts (United States) Dec. 2016 431,120 $16,757 

The face value of futures purchased as a percentage of Net Assets is 2.7%

Legend

 (a) Non-income producing

 (b) 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 $29,999.

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


Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $1,465,252 $1,465,252 $-- $-- 
Consumer Staples 818,610 818,610 -- -- 
Energy 1,399,316 1,399,316 -- -- 
Financials 4,263,148 4,263,148 -- -- 
Health Care 2,272,717 2,272,717 -- -- 
Industrials 1,458,338 1,458,338 -- -- 
Information Technology 2,312,624 2,312,624 -- -- 
Materials 683,412 683,412 -- -- 
Real Estate 72,057 72,057 -- -- 
Telecommunication Services 364,745 364,745 -- -- 
Utilities 499,035 499,035 -- -- 
Other Short-Term Investments 39,987 -- 39,987 -- 
Money Market Funds 712,795 712,795 -- -- 
Total Investments in Securities: $16,362,036 $16,322,049 $39,987 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $16,757 $16,757 $-- $-- 
Total Assets $16,757 $16,757 $-- $-- 
Total Derivative Instruments: $16,757 $16,757 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of November 30, 2016. 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) $16,757 $0 
Total Equity Risk 16,757 
Total Value of Derivatives $16,757 $0 

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


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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $12,209,628) 
 $16,362,036 
Cash  10 
Receivable for investments sold  149,505 
Receivable for fund shares sold  6,208 
Dividends receivable  48,326 
Interest receivable  10 
Receivable for daily variation margin for derivative instruments  2,909 
Prepaid expenses  39 
Receivable from investment adviser for expense reductions  4,250 
Other receivables  332 
Total assets  16,573,625 
Liabilities   
Payable for investments purchased $164,808  
Payable for fund shares redeemed 169,337  
Accrued management fee 6,885  
Audit fee payable 23,941  
Distribution and service plan fees payable 24  
Other affiliated payables 1,967  
Other payables and accrued expenses 4,973  
Total liabilities  371,935 
Net Assets  $16,201,690 
Net Assets consist of:   
Paid in capital  $11,660,861 
Undistributed net investment income  124,795 
Accumulated undistributed net realized gain (loss) on investments  246,869 
Net unrealized appreciation (depreciation) on investments  4,169,165 
Net Assets  $16,201,690 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($12,724,577 ÷ 889,321 shares)  $14.31 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,243,938 ÷ 225,625 shares)  $14.38 
Class L:   
Net Asset Value, offering price and redemption price per share ($117,028 ÷ 8,180 shares)  $14.31 
Class N:   
Net Asset Value, offering price and redemption price per share ($116,147 ÷ 8,128 shares)  $14.29 

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


Statement of Operations

  Six months ended November 30, 2016 (Unaudited) 
Investment Income   
Dividends:   
Unaffiliated issuers  $196,184 
Interest  694 
Total income  196,878 
Expenses   
Management fee $41,340  
Transfer agent fees 8,930  
Distribution and service plan fees 146  
Accounting fees and expenses 3,075  
Custodian fees and expenses 5,354  
Independent trustees' fees and expenses 99  
Registration fees 39,271  
Audit 31,972  
Legal 1,347  
Miscellaneous 1,653  
Total expenses before reductions 133,187  
Expense reductions (63,402) 69,785 
Net investment income (loss)  127,093 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 292,613  
Futures contracts 10,590  
Total net realized gain (loss)  303,203 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
925,984  
Futures contracts 9,133  
Total change in net unrealized appreciation (depreciation)  935,117 
Net gain (loss)  1,238,320 
Net increase (decrease) in net assets resulting from operations  $1,365,413 

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


Statement of Changes in Net Assets

 Six months ended November 30, 2016 (Unaudited) Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $127,093 $240,567 
Net realized gain (loss) 303,203 875,882 
Change in net unrealized appreciation (depreciation) 935,117 (1,971,649) 
Net increase (decrease) in net assets resulting from operations 1,365,413 (855,200) 
Distributions to shareholders from net investment income (109,659) (224,106) 
Distributions to shareholders from net realized gain (490,035) (795,712) 
Total distributions (599,694) (1,019,818) 
Share transactions - net increase (decrease) (74,733) (2,808,946) 
Total increase (decrease) in net assets 690,986 (4,683,964) 
Net Assets   
Beginning of period 15,510,704 20,194,668 
End of period $16,201,690 $15,510,704 
Other Information   
Undistributed net investment income end of period $124,795 $107,361 

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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund

 Six months ended (Unaudited) November 30, Years ended May 31,     
 2016 2016 2015 2014 2013 2012 A 
Selected Per–Share Data       
Net asset value, beginning of period $13.63 $14.83 $14.93 $13.32 $10.65 $10.00 
Income from Investment Operations       
Net investment income (loss)B .11 .18 .16 .14 .17 .08 
Net realized and unrealized gain (loss) 1.10 (.65) 1.23 2.37 2.92 .59 
Total from investment operations 1.21 (.47) 1.39 2.51 3.09 .67 
Distributions from net investment income (.10) (.16) (.15) (.14) (.16) (.02) 
Distributions from net realized gain (.43) (.57) (1.35) (.77) (.26) – 
Total distributions (.53) (.73) (1.49)C (.90)D (.42) (.02) 
Net asset value, end of period $14.31 $13.63 $14.83 $14.93 $13.32 $10.65 
Total ReturnE,F 9.13% (3.12)% 9.78% 19.66% 29.71% 6.71% 
Ratios to Average Net AssetsG       
Expenses before reductions 1.71%H 1.32% 1.25% 1.32% 1.30% 1.62%H 
Expenses net of fee waivers, if any .90%H .97% .97% .97% .97% .97%H 
Expenses net of all reductions .90%H .97% .97% .97% .97% .97%H 
Net investment income (loss) 1.59%H 1.30% 1.08% .97% 1.43% 1.41%H 
Supplemental Data       
Net assets, end of period (000 omitted) $12,725 $12,405 $17,235 $17,565 $15,774 $11,031 
Portfolio turnover rateI 27%H 41% 36% 59% 30% 14%H 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class F

 Six months ended (Unaudited) November 30, Years ended May 31,    
 2016 2016 2015 2014 2013 A 
Selected Per–Share Data      
Net asset value, beginning of period $13.69 $14.87 $14.96 $13.33 $11.91 
Income from Investment Operations      
Net investment income (loss)B .12 .19 .17 .15 .08 
Net realized and unrealized gain (loss) 1.10 (.64) 1.23 2.38 1.62 
Total from investment operations 1.22 (.45) 1.40 2.53 1.70 
Distributions from net investment income (.10) (.16) (.15) (.14) (.10) 
Distributions from net realized gain (.43) (.57) (1.35) (.77) (.18) 
Total distributions (.53) (.73) (1.49)C (.90)D (.28) 
Net asset value, end of period $14.38 $13.69 $14.87 $14.96 $13.33 
Total ReturnE,F 9.17% (2.97)% 9.83% 19.81% 14.61% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.57%H 1.19% 1.11% 1.26% .98%H 
Expenses net of fee waivers, if any .80%H .87% .87% .87% .87%H 
Expenses net of all reductions .80%H .87% .87% .87% .87%H 
Net investment income (loss) 1.69%H 1.40% 1.18% 1.07% 1.40%H 
Supplemental Data      
Net assets, end of period (000 omitted) $3,244 $2,871 $2,717 $1,535 $287 
Portfolio turnover rateI 27%H 41% 36% 59% 30% 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class L

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.63 $14.83 $14.93 $14.03 
Income from Investment Operations     
Net investment income (loss)B .11 .17 .16 .08 
Net realized and unrealized gain (loss) 1.10 (.64) 1.23 1.38 
Total from investment operations 1.21 (.47) 1.39 1.46 
Distributions from net investment income (.10) (.16) (.15) (.08) 
Distributions from net realized gain (.43) (.57) (1.35) (.48) 
Total distributions (.53) (.73) (1.49)C (.56) 
Net asset value, end of period $14.31 $13.63 $14.83 $14.93 
Total ReturnD,E 9.13% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.66%G 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90%G .97% .97% .97%G 
Expenses net of all reductions .90%G .97% .97% .97%G 
Net investment income (loss) 1.59%G 1.29% 1.08% .97%G 
Supplemental Data     
Net assets, end of period (000 omitted) $117 $118 $121 $111 
Portfolio turnover rateH 27%G 41% 36% 59% 

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

 B Calculated based on average shares outstanding during the period.

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

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

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

 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 Annualized

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


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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund Class N

 Six months ended (Unaudited) November 30, Years ended May 31,   
 2016 2016 2015 2014 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.61 $14.81 $14.92 $14.03 
Income from Investment Operations     
Net investment income (loss)B .09 .14 .12 .06 
Net realized and unrealized gain (loss) 1.11 (.65) 1.23 1.38 
Total from investment operations 1.20 (.51) 1.35 1.44 
Distributions from net investment income (.08) (.12) (.11) (.07) 
Distributions from net realized gain (.43) (.57) (1.35) (.48) 
Total distributions (.52)C (.69) (1.46) (.55) 
Net asset value, end of period $14.29 $13.61 $14.81 $14.92 
Total ReturnD,E 9.03% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.92%G 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15%G 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15%G 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.34%G 1.05% .83% .72%G 
Supplemental Data     
Net assets, end of period (000 omitted) $116 $117 $121 $111 
Portfolio turnover rateH 27%G 41% 36% 59% 

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

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.52 per share is comprised of distributions from net investment income of $.083 and distributions from net realized gain of $.432 per share.

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

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

 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 Annualized

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


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


Notes to Financial Statements (Unaudited)

For the period ended November 30, 2016

1. Organization.

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

2. Significant Accounting Policies.

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 Fair Value Committee (the Committee) established by the Fund's investment adviser. 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)

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.

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 November 30, 2016, is included at the end of the Fund's Schedule of Investments.

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

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. 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 futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation $4,366,447 
Gross unrealized depreciation (243,523) 
Net unrealized appreciation (depreciation) on securities $4,122,924 
Tax cost $12,239,112 

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 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 $10,590 and a change in net unrealized appreciation (depreciation) of $9,133 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 $2,056,459 and $2,631,056, 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 1.00% of the Fund's average net assets. For the reporting period, the total annualized management fee rate was .52% of the Fund's average net assets.

Sub-Advisers. Aristotle Capital Management, LLC, Brandywine Global Investment Management, LLC and LSV Asset Management 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.

FIAM LLC (an affiliate of the investment adviser), Geode Capital Management, LLC and Robeco Investment Management, Inc. (d/b/a Boston Partners) have been retained to serve as a sub-adviser for the Fund. As of the date of the report, however, these sub-advisers have not been allocated any portion of the Fund's assets. These sub-advisers in the future may provide discretionary investment advisory services for an allocated portion of the Fund's assets and will be paid by the investment adviser for providing these services.

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% $146 $146 

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. 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(a) 
Value Multi-Manager $8,812 .14 
Class L 59 .10 
Class N 59 .10 
 $8,930  

 (a) Annualized


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.

Interfund Trades. The Fund may purchase from or sell securities to other under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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 $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

The investment adviser has contractually agreed to reimburse Value Multi-Manager, Class L and Class N to the extent that annual operating expenses exceed certain levels of average net assets as noted in the table below. This reimbursement will remain in place through July 31, 2018. 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 
Expense
Limitations 
Reimbursement 
Value Multi-Manager  .90% $ 50,754 
Class F .80%(a) .81%(b) 11,750 
Class L  .90% 450 
Class N  1.15% 448 

 (a) Expense limitation effective June 1, 2016.

 (b) Expense limitation effective October 1, 2016.


8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
November 30, 2016 
Year ended May 31, 2016 
From net investment income   
Value Multi-Manager $87,696 $189,181 
Class F 20,413 32,578 
Class L 837 1,321 
Class N 713 1,026 
Total $109,659 $224,106 
From net realized gain   
Value Multi-Manager $391,683 $670,943 
Class F 90,912 115,398 
Class L 3,730 4,693 
Class N 3,710 4,678 
Total $490,035 $795,712 

9. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended
November 30, 2016 
Year ended May 31, 2016 Six months ended
November 30, 2016 
Year ended May 31, 2016 
Value Multi-Manager     
Shares sold 65,345 110,604 $890,399 $1,479,116 
Reinvestment of distributions 35,793 63,359 479,379 859,873 
Shares redeemed (122,040) (426,124) (1,637,827) (5,537,796) 
Net increase (decrease) (20,902) (252,161) $(268,049) $(3,198,807) 
Class F     
Shares sold 45,382 82,176 $615,819 $1,120,335 
Reinvestment of distributions 8,271 10,876 111,325 147,976 
Shares redeemed (37,798) (66,013) (521,676) (890,168) 
Net increase (decrease) 15,855 27,039 $205,468 $378,143 
Reinvestment of distributions 341 443 4,567 6,014 
Shares redeemed (795) – (10,607) – 
Net increase (decrease) (454) 443 $(6,040) $6,014 
Reinvestment of distributions 330 420 4,423 5,704 
Shares redeemed (790) – (10,535) – 
Net increase (decrease) (460) 420 $(6,112) $5,704 

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 54% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,091.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class F .80%    
Actual  $1,000.00 $1,091.70 $4.19 
Hypothetical-C  $1,000.00 $1,021.06 $4.05 
Class L .90%    
Actual  $1,000.00 $1,091.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.56 $4.56 
Class N 1.15%    
Actual  $1,000.00 $1,090.30 $6.03 
Hypothetical-C  $1,000.00 $1,019.30 $5.82 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 C 5% return per year before expenses


Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the New Sub-Advisory Agreement) with FIAM LLC (FIAM) for the fund to add a new investment mandate to the fund, subject to shareholder approval.

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 New Sub-Advisory Agreement.

In considering whether to approve the New 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 New 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 New 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 New 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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board noted that it is familiar with the nature, extent and quality of services provided by FIAM from its oversight of FIAM on behalf of other existing investment mandates for the fund pursuant to existing sub-advisory agreements between Strategic Advisers and FIAM (Existing Sub-Advisory Agreement). The Board considered that although the new investment mandate will not utilize the same investment personnel as the existing mandate approved by the Board under the Existing Sub-Advisory Agreement, the same support staff, including compliance personnel, that currently provides services to the fund will also provide services to the fund under the New Sub-Advisory Agreement. The Board considered the backgrounds of the investment personnel that will provide services to the fund under the New Sub-Advisory Agreement, 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 FIAM's portfolio manager compensation program with respect to the investment personnel that will provide services under the New Sub-Advisory Agreement 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 noted that FIAM will utilize a different investment mandate to provide services to the fund under the New Sub-Advisory Agreement than the investment mandate approved under the Current Sub-Advisory Agreement and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the New Sub-Advisory Agreement and its use of technology. The Board noted that the FIAM'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 FIAM'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 FIAM under the New 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 FIAM 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 New Sub-Advisory Agreement should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the New 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, and the amount and nature of fees to be paid by Strategic Advisers to FIAM under the New Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to FIAM at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to FIAM in the future.

The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the New Sub-Advisory Agreement will not result in a change to the contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the New Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account the lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure will continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Because the New Sub-Advisory Agreement was negotiated at arm's length and will have no impact on the contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers to be significant factors in its decision to approve the New 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-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of FIAM 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 New Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to FIAM as assets allocated to FIAM grow.

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 New Sub-Advisory Agreement's fee structure bears a reasonable relationship to the services to be rendered to the fund and that the New 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 New 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 Contract and Management Fees

Strategic Advisers Value Multi-Manager Fund

On June 7, 2016, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve a new investment advisory agreement (the Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode) for the fund, subject to shareholder approval.

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. In addition, individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent, and Quality of Services Provided.  The Board considered the backgrounds of the investment personnel that will provide services to the fund, 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 Geode'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 Geode's investment staff, its use of technology, and Geode's approach to managing and compensating investment personnel. The Board noted that Geode'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 Geode'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 Geode 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 Geode 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, and the amount and nature of fees to be paid by Strategic Advisers to Geode under the Sub-Advisory Agreement. Because Strategic Advisers will not allocate assets to Geode at this time, the Board considered the hypothetical impact on the fund's management fee rate and total expenses if Strategic Advisers allocates assets to Geode in the future.

The Board noted that the fund's contractual 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 contractual maximum aggregate annual management fee payable by the fund or Strategic Advisers' portion of the management fee. The Board also 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 0.90%, 0.90% and 1.15%, respectively, through July 31, 2018. 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 0.80% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that after approval of the Sub-Advisory Agreement, the fund's management fee rate and the expense ratio of each class of the fund are expected to maintain the same relationships to the competitive peer group median data provided in the June 2016 management contract renewal materials, after taking into account lower expense reimbursement arrangements agreed to by Strategic Advisers with respect to the fund, as reflected above.

Based on its review, the Board concluded that the fund's management fee structure continues to 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 contractual maximum management fees payable by the fund or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability of the relationship with the fund to Strategic Advisers 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 Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of Geode 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 that have the potential to reduce sub-advisory fees paid to Geode as assets allocated to Geode grow.

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 to the fund 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.

Board Approval of Investment Advisory Contracts and Management Fees

Strategic Advisers Value 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 Aristotle Capital Management LLC (Aristotle), Brandywine Global Investment Management, LLC (Brandywine), FIAM LLC (FIAM) (formerly Pyramis Global Advisors, LLC (Pyramis)), LSV Asset Management (LSV), and Robeco Investment Management, Inc. (dba Boston Partners) (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 2016 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In addition, the Board also approved an amended sub-advisory agreement with FIAM on behalf of the fund to reflect the change in the sub-adviser's name from Pyramis to FIAM, noting that no other contract terms were impacted and that FIAM will continue to provide the same services to the fund. In reaching its determination to renew the fund's Advisory Contracts and approve the amended sub-advisory agreement with FIAM, 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 relationships with the fund; (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows; and (v) whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund and approve the amended sub-advisory agreement with FIAM, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the approval of the amended sub-advisory agreement with FIAM is in the best interests of the fund and its shareholders. In addition, with respect to the Sub-Advisory Agreements, the Board also concluded that the renewal of such agreements and the approval of the amended agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Advisory Contracts bear a reasonable relationship to the services rendered and are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to renew the Advisory Contracts and approve the amended sub-advisory agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board 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, Aristotle, Brandywine, FIAM, LSV, and Boston Partners (collectively, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective, strategies and related investment philosophy. The Independent Trustees also had discussions with senior management of Strategic Advisers' investment operations and investment groups. The Board considered the structure of each Investment Adviser's investment personnel compensation program and whether such structures provide appropriate incentives to act in the best interests of the fund.

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

The Board also considered the nature, extent and quality of services provided by each sub-adviser. The Trustees noted that under the Sub-Advisory Agreements subject to oversight by Strategic Advisers, each sub-adviser is responsible for, among other things, identifying investments for the portion of fund assets allocated to the sub-adviser, if any, and executing portfolio transactions to implement its investment strategy. In addition, the Trustees noted that each sub-adviser is responsible for providing such reporting as may be requested from Strategic Advisers to fulfill its oversight responsibilities discussed above.

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

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

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

In connection with the renewal of the Advisory Contracts, the Board reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a benchmark index and peer group. Because the fund had been in existence less than five years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2015, the cumulative total returns of the fund and the cumulative total returns of an appropriate benchmark index and peer group. The box within each chart shows the 25th percentile return (75% beaten, top of box) and the 75th percentile return (25% beaten, bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Strategic Advisers Value Multi-Manager Fund


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 for the one- and three-year periods ended December 31, 2015. The Board also noted that Class F had out-performed 57% and 70% of its peers for the one- and three-year periods, respectively, ended December 31, 2015. The Board also noted that the investment performance of the fund was higher than its benchmark for the one-year period and lower than its benchmark for the three-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 continue to benefit the shareholders of the fund.

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, as discussed below. The Board noted that the fund's contractual maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets. The Board also considered Strategic Advisers' contractual commitment to reimburse the retail class, Class L, and Class N through July 31, 2018 to the extent that the total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of net assets, exceed 0.90%, 0.90%, and 1.15%, respectively. In addition, the Board also noted that Strategic Advisers has voluntarily agreed to reimburse Class F of the fund to the extent that total operating expenses of the class (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any) exceed 0.80% of the class's average net assets and that such arrangement may be terminated by Strategic Advisers at any time.

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

Management Fee.  The Board considered two proprietary management fee comparisons. The group of Lipper funds used by the Board for management fee comparisons is referred to as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures are also comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The Board also compared the fund's management fee to an "Asset-Size Peer Group" (ASPG), which is a sub-set of the competitive funds in the Total Mapped Group. The ASPG comparison focuses on a fund's standing relative to non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Beginning in 2015, the management fee information shown below is as of December 31. Prior to 2015, the management fee information shown below is as of February 28.

Strategic Advisers Value Multi-Manager Fund


The Board noted that the fund's management fee was ranked below the median of its Total Mapped Group and below the median of its ASPG for the 12-month period ended December 31, 2015.

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

Total Expenses.  In its review of the total expenses of each class of the fund, the Board considered the fund's management fee rate 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 competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparison) that have a similar sales load structure.

The Board noted that the total expenses of each of the retail class, Class L, and Class N were above, and the total expenses of Class F were below the median of the fund's Total Mapped Group for the 12-month period ended December 31, 2015. The Board considered that, in general, various factors can affect total expenses. The Board also considered an alternative expense comparison analysis compared to a universe of no-load funds (higher 12b-1 fee classes designed specifically for retirement plans). The Board noted that, under this alternative competitive analysis, the total expenses for the retail class and Class L ranked below median. 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 Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that multiple structures are intended to offer a range of pricing options for the intermediary market.

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

Based on its review of the total expense ratios and fees charged to other clients of Strategic Advisers or its affiliates and each sub-adviser, 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 relationships 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 the fund profitability information 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 reviewed Strategic Advisers' and its affiliates' non-fund businesses and potential 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.

The Board also considered information regarding the profitability of each sub-adviser's relationship with the fund and the potential fall-out benefits, if any, that may accrue to each sub-adviser as a result of its relationship with the fund. The Board noted the difficulty in evaluating the sub-advisers' costs and the profitability of the sub-advisory agreement to each sub-adviser because of, among other things, the differences in the types and content of information provided by the sub-advisers due to differences in business models and cost accounting methods among the sub-advisers. Accordingly, the Board considered profitability information provided by each sub-adviser in light of the nature of the relationship between Strategic Advisers and each sub-adviser with respect to the negotiation of sub-advisory fees.

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

Conclusion.  Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures bear a reasonable relationship to the services rendered and that the fund's Advisory Contracts should be renewed and the amended sub-advisory agreement with FIAM should be approved 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 or approval of the agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

Proxy Voting Results

A special meeting of shareholders was held on October 17, 2016. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.

 # of
Votes 
% of
Votes 
Peter C. Aldrich   
Affirmative 80,345,400,272.38 97.367 
Withheld 2,172,700,318.89 2.633 
TOTAL 82,518,100,591.27 100.000 
Amy Butte Liebowitz   
Affirmative 80,349,798,079.05 97.372 
Withheld 2,168,302,512.22 2.628 
TOTAL 82,518,100,591.27 100.000 
Ralph F. Cox   
Affirmative 80,185,900,067.22 97.174 
Withheld 2,332,200,524.05 2.826 
TOTAL 82,518,100,591.27 100.000 
Mary C. Farrell   
Affirmative 80,442,189,509.02 97.484 
Withheld 2,075,911,082.25 2.516 
TOTAL 82,518,100,591.27 100.000 
Bruce T. Herring   
Affirmative 80,450,867,609.22 97.495 
Withheld 2,067,232,982.05 2.505 
TOTAL 82,518,100,591.27 100.000 
Karen Kaplan   
Affirmative 80,281,077,426.19 97.289 
Withheld 2,237,023,165.08 2.711 
TOTAL 82,518,100,591.27 100.000 
Robert A. Lawrence   
Affirmative 80,483,442,135.49 97.534 
Withheld 2,034,658,455.78 2.466 
TOTAL 82,518,100,591.27 100.000 

PROPOSAL 2d

To approve a sub-advisory agreement among Strategic Advisers, FIAM LLC (FIAM) and the Trust on behalf of Strategic Advisers® Value Multi-Manager Fund with respect to FIAM's Large Cap Core strategy.

 # of
Votes 
% of
Votes 
Affirmative 11,151,835.27 89.860 
Against 662,878.77 5.341 
Abstain 595,609.79 4.799 
TOTAL 12,410,323.83 100.000 

PROPOSAL 4c

To approve a sub-advisory agreement among Strategic Advisers, Geode Capital Management, LLC (Geode) and the Trust on behalf of Strategic Advisers® Value Multi-Manager Fund with respect to Geode's Factor-Based strategy.

 # of
Votes 
% of
Votes 
Affirmative 11,814,714.04 95.201 
Against 00.00 0.000 
Abstain 595,609.79 4.799 
TOTAL 12,410,323.83 100.000 
Proposal 1 reflects trust wide proposal and voting results. 





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

MMV-L-MMV-N-SANN-0117
1.9585617.103


Item 2.

Code of Ethics


Not applicable.

 

Item 3.

Audit Committee Financial Expert


Not applicable.


Item 4.

Principal Accountant Fees and Services


Not applicable.


Item 5.

Audit Committee of Listed Registrants


Not applicable.




Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

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


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

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


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


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


Item 11.

Controls and Procedures


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


(a)(ii)  There was no change in the Trusts 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 Trusts internal control over financial reporting.



Item 12.

Exhibits


(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)


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




SIGNATURES


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


Fidelity Rutland Square Trust II



By:

/s/Adrien E.  Deberghes


Adrien E.  Deberghes


President and Treasurer



Date:

January 24, 2017


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/Adrien E.  Deberghes


Adrien E.  Deberghes


President and Treasurer



Date:

January 24, 2017



By:

/s/Howard J. Galligan III


Howard J. Galligan III


Chief Financial Officer



Date:

January 24, 2017