N-CSR 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, Massachusetts  02210
(Address of principal executive offices)       (Zip code)


John Hitt, Secretary

245 Summer St.

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



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

May 31

 

 

Date of reporting period:

May 31, 2017


Item 1.

Reports to Stockholders




Strategic Advisers® Short Duration Fund

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



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Short Duration Fund 1.69% 1.05% 1.12% 

 A From December 20, 2011


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Short Duration Fund on December 20, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Citigroup® 6-Month US Treasury Bill Index performed over the same period.


Period Ending Values

$10,624Strategic Advisers® Short Duration Fund

$10,104Citigroup® 6-Month US Treasury Bill Index

Management's Discussion of Fund Performance

Market Recap:  U.S. taxable investment-grade bonds rose modestly for the 12 months ending May 31, 2017, a volatile stretch marked by early-period concern about global economic growth that gave way to investor optimism. The Bloomberg Barclays U.S. Aggregate Bond Index gained 1.58% for the year. Bond yields declined early on and reached an all-time low shortly after the U.K.’s late-June “Brexit” vote to leave the European Union. Bond yields began to rise heading into the U.S. election, and rallied strongly thereafter, as many investors viewed then-President-elect Donald Trump’s economic agenda as stimulative and potentially inflationary. Yields also rode the Fed’s decision in December to raise policy interest rates, and its signal for additional hikes in 2017. Bond yields then moderated to begin 2017, as it became clear that changes to tax, health care and fiscal policies would take time to develop and implement, and that the pace of rate increases was likely to be gradual. Within the Bloomberg Barclays index, investment-grade corporate bonds led all major market segments, returning 4.26%, while U.S. Treasuries finished breakeven. Securitized sectors posted moderate gains. Outside the index, riskier, non-core fixed-income segments led the broader market, while Treasury Inflation-Protected Securities (TIPS) rose 2.41%.

Comments from Portfolio Manager Gregory Pappas:  For the year, the Fund gained 1.69%, outpacing the 0.51% return of its benchmark, the Citigroup® 6-Month US Treasury Bill Index. Our positions in managers investing in securities with maturities that were somewhat longer than the benchmark fueled the Fund’s outperformance. An allocation to strong-performing floating-rate bank loans also bolstered relative results. PIMCO Short-Term Fund was the top relative contributor, benefiting from the income generated by its holdings of investment-grade corporate bonds, as well as favorable yield-curve positioning. Sub-adviser FIAM® outpaced the benchmark due to a large allocation to floating-rate corporate bonds. A roughly 4% allocation to Fidelity® Floating Rate High Income Fund – which invests in higher-yielding bank loans – was a further contributor versus the benchmark. There were no notable relative detractors, but two managers nicked the Fund's relative performance: Wells Fargo Ultra Short-Term Municipal Income Fund and Fidelity Conservative Income Municipal Fund. I sold both of these positions during the period. I added a position in Fidelity Money Market Prime Reserves Portfolio, a prime money fund that offers a higher yield than regular money funds. I also added the first ETF to the Fund: PIMCO Enhanced Short Maturity.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
PIMCO Short-Term Fund - Administrator Class 17.1 17.0 
Fidelity Conservative Income Bond Fund Institutional Class 9.7 8.3 
Fidelity Short-Term Bond Fund 8.2 9.4 
Metropolitan West Low Duration Bond Fund - Class M 5.9 6.6 
BlackRock Low Duration Bond Portfolio Investor A Shares 4.3 4.8 
PIMCO Enhanced Short Maturity Active ETF 4.1 3.8 
Fidelity Floating Rate High Income Fund 3.2 3.6 
JPMorgan Short Duration Bond Fund Class A 3.2 3.6 
Janus Short-Term Bond Fund - Class T 2.4 2.8 
Delaware Limited-Term Diversified Income Fund - Class A 2.2 2.6 
 60.3  

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Corporate Bonds 16.3% 
   U.S. Government and U.S. Government Agency Obligations 1.7% 
   Asset-Backed Securities 6.7% 
   CMOs and Other Mortgage Related Securities 0.7% 
   Municipal Securities 0.4% 
   Bank Loan Funds 3.2% 
   Other Investments 0.2% 
   Short-Term Funds 59.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 11.7% 


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% 


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 May 31, 2017

Showing Percentage of Net Assets

Nonconvertible Bonds - 16.3%   
 Principal Amount Value 
CONSUMER DISCRETIONARY - 1.3%   
Auto Components - 0.0%   
Delphi Automotive PLC 3.15% 11/19/20 $1,130,000 $1,157,073 
Automobiles - 0.7%   
American Honda Finance Corp.:   
1.4584% 11/19/18 (a) 5,000,000 5,010,915 
1.9967% 2/22/19 (a) 8,351,000 8,452,465 
BMW U.S. Capital LLC 1.5298% 4/6/20 (a)(b) 7,796,000 7,797,723 
Daimler Finance North America LLC:   
1.6312% 5/18/18 (a)(b) 5,000,000 5,012,080 
1.7012% 5/5/20 (a)(b) 5,000,000 5,007,655 
1.7798% 1/6/20 (a)(b) 10,000,000 10,046,880 
1.7918% 10/30/19 (a)(b) 5,000,000 5,018,215 
2.0296% 8/1/18 (a)(b) 1,060,000 1,065,683 
2.2% 5/5/20 (b) 1,420,000 1,421,505 
General Motors Financial Co., Inc.:   
2.0851% 4/13/20 (a) 11,000,000 11,025,630 
2.4196% 10/4/19 (a) 5,000,000 5,059,120 
3.1% 1/15/19 630,000 639,231 
4.75% 8/15/17 1,375,000 1,383,608 
Hyundai Capital Services, Inc. 3.5% 9/13/17 (b) 605,000 607,906 
Nissan Motor Acceptance Corp. 1.95% 9/12/17 (b) 1,375,000 1,376,540 
  68,925,156 
Diversified Consumer Services - 0.0%   
ERAC U.S.A. Finance Co. 6.375% 10/15/17 (b) 550,000 559,290 
ERAC U.S.A. Finance LLC 2.8% 11/1/18 (b) 1,140,000 1,152,141 
  1,711,431 
Hotels, Restaurants & Leisure - 0.1%   
Brinker International, Inc. 2.6% 5/15/18 1,110,000 1,114,995 
GLP Capital LP/GLP Financing II, Inc. 4.375% 11/1/18 1,225,000 1,258,688 
McDonald's Corp. 5.8% 10/15/17 10,000,000 10,156,440 
  12,530,123 
Household Durables - 0.1%   
Newell Brands, Inc.:   
2.05% 12/1/17 1,580,000 1,583,887 
2.15% 10/15/18 1,030,000 1,035,406 
2.6% 3/29/19 307,000 310,705 
Whirlpool Corp. 1.65% 11/1/17 450,000 450,237 
  3,380,235 
Internet & Direct Marketing Retail - 0.0%   
JD.com, Inc. 3.125% 4/29/21 2,035,000 2,040,360 
QVC, Inc. 3.125% 4/1/19 930,000 941,569 
  2,981,929 
Media - 0.3%   
Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 3.579% 7/23/20 2,035,000 2,115,075 
Comcast Corp. 6.3% 11/15/17 5,000,000 5,106,875 
Interpublic Group of Companies, Inc. 2.25% 11/15/17 1,840,000 1,844,284 
NBCUniversal Enterprise, Inc. 1.8434% 4/15/18 (a)(b) 15,315,000 15,403,459 
Omnicom Group, Inc. 6.25% 7/15/19 1,350,000 1,466,244 
Time Warner Cable, Inc.:   
6.75% 7/1/18 539,000 566,529 
8.25% 4/1/19 1,390,000 1,540,237 
8.75% 2/14/19 530,000 588,062 
  28,630,765 
Specialty Retail - 0.1%   
AutoZone, Inc. 1.625% 4/21/19 145,000 144,050 
Home Depot, Inc. 1.5012% 9/15/17 (a) 10,000,000 10,010,640 
Nissan Motor Acceptance Corp. 1.55% 9/13/19 (b) 725,000 716,321 
  10,871,011 
Textiles, Apparel & Luxury Goods - 0.0%   
Invista Finance LLC 4.25% 10/15/19 (b) 1,475,000 1,510,031 
TOTAL CONSUMER DISCRETIONARY  131,697,754 
CONSUMER STAPLES - 1.0%   
Beverages - 0.4%   
Anheuser-Busch InBev Finance, Inc.:   
1.25% 1/17/18 10,000,000 9,985,390 
1.9% 2/1/19 2,170,000 2,175,653 
Anheuser-Busch InBev Worldwide, Inc. 1.8596% 8/1/18 (a) 6,000,000 6,040,218 
PepsiCo, Inc. 1.7617% 2/22/19 (a) 20,000,000 20,190,620 
  38,391,881 
Food & Staples Retailing - 0.2%   
CVS Health Corp. 1.9% 7/20/18 11,033,000 11,062,105 
Kroger Co. 6.4% 8/15/17 3,400,000 3,431,722 
Walgreens Boots Alliance, Inc. 1.75% 5/30/18 3,242,000 3,268,844 
  17,762,671 
Food Products - 0.1%   
Bunge Ltd. Finance Corp.:   
3.2% 6/15/17 2,260,000 2,261,089 
3.5% 11/24/20 520,000 534,181 
8.5% 6/15/19 100,000 112,134 
Danone SA 1.691% 10/30/19 (b) 2,430,000 2,410,652 
Mead Johnson Nutrition Co. 3% 11/15/20 295,000 301,620 
Tyson Foods, Inc. 1.6358% 5/30/19 (a) 3,826,000 3,832,057 
  9,451,733 
Tobacco - 0.3%   
BAT International Finance PLC 1.6412% 6/15/18 (a)(b) 15,000,000 15,043,530 
Imperial Tobacco Finance PLC 2.05% 2/11/18 (b) 2,950,000 2,950,974 
Philip Morris International, Inc.:   
1.25% 8/11/17 5,796,000 5,795,681 
1.25% 11/9/17 9,225,000 9,220,637 
Reynolds American, Inc.:   
2.3% 6/12/18 780,000 783,986 
8.125% 6/23/19 360,000 403,658 
  34,198,466 
TOTAL CONSUMER STAPLES  99,804,751 
ENERGY - 1.1%   
Energy Equipment & Services - 0.0%   
Cameron International Corp. 1.4% 6/15/17 670,000 669,999 
Oil, Gas & Consumable Fuels - 1.1%   
BP Capital Markets PLC 1.5318% 8/14/18 (a) 20,000,000 20,041,220 
Canadian Natural Resources Ltd. 1.75% 1/15/18 580,000 579,792 
Chevron Corp.:   
1.5728% 3/3/22 (a) 4,700,000 4,715,397 
1.6796% 5/16/18 (a) 10,000,000 10,047,220 
China Shenhua Overseas Capital Co. Ltd.:   
2.5% 1/20/18 (Reg. S) 2,235,000 2,239,819 
3.125% 1/20/20 (Reg. S) 1,740,000 1,761,757 
Columbia Pipeline Group, Inc. 2.45% 6/1/18 460,000 462,116 
ConocoPhillips Co.:   
1.05% 12/15/17 750,000 748,766 
5.2% 5/15/18 145,000 149,862 
DCP Midstream Operating LP 2.5% 12/1/17 1,410,000 1,410,000 
Enbridge, Inc. 1.514% 6/2/17 (a) 2,341,000 2,341,000 
Encana Corp. 6.5% 5/15/19 150,000 161,501 
Energy Transfer Partners LP 6.7% 7/1/18 275,000 288,136 
Enterprise Products Operating LP:   
2.55% 10/15/19 385,000 389,808 
6.3% 9/15/17 1,620,000 1,641,356 
Exxon Mobil Corp.:   
1.305% 3/6/18 1,740,000 1,739,925 
1.8346% 3/1/19 (a) 20,000,000 20,257,620 
Kinder Morgan Energy Partners LP 5.95% 2/15/18 655,000 673,109 
Marathon Oil Corp. 6% 10/1/17 1,515,000 1,538,411 
Murphy Oil Corp. 3.5% 12/1/17 (a) 3,855,000 3,855,000 
ONEOK Partners LP 3.2% 9/15/18 1,705,000 1,729,676 
Origin Energy Finance Ltd. 3.5% 10/9/18 (b) 1,300,000 1,315,899 
Panhandle Eastern Pipe Line Co. LP 6.2% 11/1/17 110,000 111,953 
Petroleos Mexicanos:   
3.125% 1/23/19 195,000 197,048 
3.5% 7/18/18 625,000 631,996 
3.5% 7/23/20 985,000 1,002,336 
Phillips 66 Co. 1.7863% 4/15/19 (a)(b) 530,000 530,649 
Sabine Pass Liquefaction LLC 5.625% 2/1/21 (a) 1,935,000 2,116,716 
Schlumberger Investment SA 1.25% 8/1/17 (b) 10,000,000 9,997,020 
Shell International Finance BV 1.4696% 9/12/19 (a) 10,000,000 10,039,830 
TransCanada PipeLines Ltd.:   
1.625% 11/9/17 1,573,000 1,573,582 
1.9457% 1/12/18 (a) 3,000,000 3,009,864 
Valero Energy Corp. 9.375% 3/15/19 255,000 287,154 
  107,585,538 
TOTAL ENERGY  108,255,537 
FINANCIALS - 9.9%   
Banks - 5.9%   
ABN AMRO Bank NV:   
1.7984% 1/18/19 (a)(b) 10,000,000 10,035,180 
2.1% 1/18/19 (b) 1,780,000 1,783,412 
2.5% 10/30/18 (b) 11,550,000 11,644,895 
ANZ Banking Group Ltd. 1.6784% 8/19/20 (a)(b) 7,000,000 7,007,987 
Australia & New Zealand Banking Group Ltd. 1.7418% 5/15/18 (a) 7,330,000 7,361,424 
Banco de Credito del Peru 2.25% 10/25/19 (b) 280,000 279,664 
Banco Santander SA 2.7176% 4/11/22 (a) 800,000 820,528 
Bank of America Corp.:   
1.7% 8/25/17 1,645,000 1,646,003 
1.7987% 8/25/17 (a) 12,902,000 12,915,495 
2% 1/11/18 715,000 716,763 
2.0176% 4/1/19 (a) 12,130,000 12,243,719 
2.2262% 3/22/18 (a) 2,466,000 2,483,403 
2.3162% 1/20/23 (a) 1,480,000 1,495,938 
2.503% 10/21/22 635,000 626,528 
2.625% 4/19/21 715,000 718,754 
5.625% 7/1/20 370,000 405,519 
5.65% 5/1/18 425,000 439,760 
Bank of Montreal:   
1.7196% 12/12/19 (a) 5,000,000 5,030,305 
1.7554% 4/9/18 (a) 8,400,000 8,433,684 
Bank of Nova Scotia:   
1.3% 7/21/17 5,687,000 5,687,466 
1.9884% 1/15/19 (a) 5,000,000 5,038,025 
Bank of Tokyo-Mitsubishi UFJ Ltd.:   
1.4162% 9/8/17 (a)(b) 5,880,000 5,879,935 
2.1412% 9/14/18 (a)(b) 5,000,000 5,039,875 
Banque Federative du Credit Mutuel SA 2.5% 10/29/18 (b) 1,405,000 1,415,845 
Barclays Bank PLC 6.05% 12/4/17 (b) 1,440,000 1,469,474 
Barclays PLC 2.7804% 1/10/23 (a) 1,525,000 1,558,565 
BB&T Corp.:   
1.8296% 2/1/19 (a) 2,301,000 2,315,906 
1.9912% 6/15/18 (a) 6,575,000 6,622,116 
BNP Paribas 2.375% 9/14/17 4,064,000 4,075,123 
BPCE SA:   
2.4012% 5/22/22 (a)(b) 605,000 606,958 
2.5% 12/10/18 2,130,000 2,148,831 
Branch Banking & Trust Co. 1.6084% 1/15/20 (a) 5,000,000 5,009,510 
Canadian Imperial Bank of Commerce 1.62% 9/6/19 (a) 10,000,000 10,036,380 
Capital One NA:   
1.8512% 2/5/18 (a) 5,000,000 5,012,740 
1.8846% 9/13/19 (a) 10,000,000 10,051,450 
2.35% 8/17/18 915,000 920,098 
2.35% 1/31/20 915,000 916,641 
Citigroup, Inc.:   
1.55% 8/14/17 1,300,000 1,300,338 
1.7% 4/27/18 1,065,000 1,064,573 
1.8% 2/5/18 1,205,000 1,205,695 
1.85% 11/24/17 870,000 871,813 
1.8604% 4/27/18 (a) 5,000,000 5,021,410 
1.9454% 1/10/20 (a) 5,905,000 5,942,314 
1.9617% 12/7/18 (a) 10,000,000 10,082,250 
2.0317% 6/7/19 (a) 20,000,000 20,185,860 
2.05% 6/7/19 510,000 510,224 
2.9% 12/8/21 1,495,000 1,512,361 
Citizens Bank NA:   
1.604% 3/2/20 (a) 15,000,000 15,043,545 
1.7676% 5/26/20 (a) 10,000,000 10,000,200 
2.25% 3/2/20 685,000 686,338 
2.45% 12/4/19 260,000 262,170 
2.55% 5/13/21 520,000 521,945 
Commonwealth Bank of Australia:   
1.75% 11/2/18 2,126,000 2,128,149 
1.8193% 11/7/19 (a)(b) 10,000,000 10,070,220 
1.9596% 11/2/18 (a)(b) 12,578,000 12,671,216 
Danske Bank A/S 2.2% 3/2/20 (b) 1,345,000 1,347,391 
Discover Bank:   
2% 2/21/18 340,000 340,503 
2.6% 11/13/18 590,000 595,003 
7% 4/15/20 1,360,000 1,516,129 
Fifth Third Bank:   
1.7429% 9/27/19 (a) 5,000,000 5,030,400 
2.0817% 8/20/18 (a) 5,000,000 5,026,100 
HSBC Bank PLC 1.8218% 5/15/18 (a)(b) 1,365,000 1,371,649 
HSBC U.S.A., Inc.:   
1.5218% 11/13/17 (a) 5,000,000 5,003,815 
1.625% 1/16/18 1,260,000 1,260,295 
1.7918% 11/13/19 (a) 15,000,000 15,062,790 
Huntington National Bank:   
1.619% 3/10/20 (a) 9,027,000 9,054,442 
2.2% 11/6/18 770,000 772,894 
2.375% 3/10/20 1,465,000 1,476,285 
ING Bank NV 1.8376% 10/1/19 (a)(b) 5,000,000 5,016,820 
ING Groep NV 2.3019% 3/29/22 (a) 735,000 745,288 
JP Morgan Chase Bank NA:   
1.6018% 9/21/18 (a) 10,000,000 10,021,780 
1.7462% 9/23/19 (a) 10,000,000 10,066,770 
JPMorgan Chase & Co.:   
1.6562% 3/9/21 (a) 1,485,000 1,481,316 
2.0562% 1/25/18 (a) 19,350,000 19,448,046 
2.3832% 10/24/23 (a) 1,460,000 1,482,983 
Manufacturers & Traders Trust Co. 1.4562% 7/25/17 (a) 10,000,000 10,005,460 
Mitsubishi UFJ Financial Group, Inc. 2.0917% 2/22/22 (a) 840,000 844,788 
Mizuho Bank Ltd.:   
1.6029% 9/25/17 (a)(b) 7,000,000 7,004,389 
1.7% 9/25/17 (b) 950,000 950,827 
2.15% 10/20/18 (b) 690,000 691,358 
2.3462% 10/20/18 (a)(b) 5,000,000 5,059,560 
MUFG Americas Holdings Corp. 1.7504% 2/9/18 (a) 9,000,000 9,003,384 
National Bank of Canada 1.45% 11/7/17 2,090,000 2,090,813 
Nordea Bank AB:   
1.6704% 5/29/20 (a)(b) 10,000,000 10,010,490 
1.9882% 9/17/18 (a)(b) 14,000,000 14,122,486 
PNC Bank NA:   
1.4696% 8/1/17 (a) 19,700,000 19,709,200 
1.5384% 5/19/20 (a) 10,000,000 10,006,230 
1.8% 11/5/18 1,300,000 1,302,389 
PNC Financial Services Group, Inc. 1.4293% 8/7/18 (a) 10,000,000 9,998,520 
Royal Bank of Canada:   
1.48% 3/2/20 (a) 10,000,000 10,004,180 
1.5% 6/7/18 5,000,000 4,999,005 
Santander UK Group Holdings PLC 2.875% 10/16/20 820,000 831,441 
Skandinaviska Enskilda Banken AB 1.5% 9/13/19 1,480,000 1,463,594 
Sovereign Bank 8.75% 5/30/18 500,000 532,486 
Standard Chartered PLC:   
1.5% 9/8/17 (b) 1,390,000 1,389,009 
2.1% 8/19/19 (b) 390,000 388,603 
Sumitomo Mitsui Banking Corp.:   
1.6976% 1/11/19 (a) 10,000,000 10,021,910 
1.7384% 1/16/18 (a) 5,000,000 5,012,255 
1.762% 10/19/18 435,000 434,315 
Sumitomo Mitsui Trust Bank Ltd. 1.8% 3/28/18 (b) 1,815,000 1,816,634 
SunTrust Bank 1.6996% 1/31/20 (a) 10,000,000 10,063,930 
SunTrust Banks, Inc. 2.35% 11/1/18 645,000 649,768 
Swedbank AB 1.75% 3/12/18 (b) 2,835,000 2,836,103 
The Toronto-Dominion Bank 1.8318% 8/13/19 (a) 10,000,000 10,071,780 
U.S. Bancorp 1.6718% 11/15/18 (a) 6,505,000 6,541,597 
U.S. Bank NA:   
1.3518% 5/24/19 (a) 10,000,000 10,000,000 
1.4665% 1/26/18 (a) 10,000,000 10,015,610 
Wells Fargo & Co.:   
1.3662% 9/8/17 (a) 1,349,000 1,349,881 
1.5212% 9/14/18 (a) 5,000,000 5,013,510 
2.2632% 1/24/23 (a) 1,645,000 1,661,661 
Wells Fargo Bank NA:   
1.6517% 9/7/17 (a) 11,000,000 11,014,443 
1.7004% 11/28/18 (a) 10,000,000 10,044,950 
Westpac Banking Corp.:   
1.4246% 12/1/17 (a) 5,000,000 5,008,205 
1.7384% 8/19/19 (a) 5,000,000 5,025,525 
1.9264% 11/23/18 (a) 5,000,000 5,036,390 
  587,121,898 
Capital Markets - 1.7%   
Deutsche Bank AG London Branch:   
2.6084% 1/18/19 (a) 19,490,000 19,705,033 
3.0946% 5/10/19 (a) 10,000,000 10,193,620 
Goldman Sachs Group, Inc.:   
1.9196% 12/13/19 (a) 10,000,000 10,069,780 
1.9312% 12/15/17 (a) 10,000,000 10,027,700 
2.1962% 4/25/19 (a) 3,866,000 3,910,478 
2.2765% 4/26/22 (a) 1,140,000 1,146,463 
2.2818% 11/15/18 (a) 8,000,000 8,090,640 
2.3% 12/13/19 810,000 812,957 
2.375% 1/22/18 5,000,000 5,022,760 
2.75% 9/15/20 220,000 222,901 
6.15% 4/1/18 3,580,000 3,706,940 
Legg Mason, Inc. 2.7% 7/15/19 185,000 186,920 
Merrill Lynch & Co., Inc.:   
6.4% 8/28/17 1,485,000 1,502,181 
6.875% 4/25/18 1,465,000 1,530,674 
Moody's Corp. 1.414% 9/4/18 (a) 15,000,000 15,032,745 
Morgan Stanley:   
1.8932% 7/23/19 (a) 5,000,000 5,031,690 
1.9818% 2/14/20 (a) 10,000,000 10,032,570 
2.0032% 1/24/19 (a) 3,265,000 3,290,447 
2.125% 4/25/18 500,000 501,885 
2.45% 2/1/19 880,000 886,582 
2.5446% 2/1/19 (a) 20,000,000 20,341,320 
6.625% 4/1/18 490,000 509,309 
S&P Global, Inc. 2.5% 8/15/18 230,000 231,946 
Thomson Reuters Corp. 1.65% 9/29/17 16,000,000 16,008,640 
UBS AG Stamford Branch:   
1.8218% 8/14/19 (a) 2,329,000 2,340,305 
1.8529% 3/26/18 (a) 10,000,000 10,048,770 
UBS Group Funding AG 2.4064% 5/23/23 (a)(b) 1,485,000 1,503,058 
UBS Group Funding Ltd. 3% 4/15/21 (b) 1,495,000 1,520,100 
  163,408,414 
Consumer Finance - 1.0%   
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:   
3.5% 5/26/22 190,000 195,476 
3.95% 2/1/22 1,070,000 1,119,303 
American Express Co. 1.7617% 5/22/18 (a) 1,975,000 1,983,522 
American Express Credit Corp.:   
1.5023% 5/3/19 (a) 5,000,000 5,011,150 
1.5228% 3/3/20 (a) 15,000,000 15,029,310 
Caterpillar Financial Services Corp.:   
1.5% 2/23/18 5,000,000 4,996,680 
1.6654% 1/10/20 (a) 5,000,000 5,026,565 
Discover Financial Services 6.45% 6/12/17 1,635,000 1,636,591 
Ford Motor Credit Co. LLC:   
1.684% 9/8/17 2,865,000 2,865,920 
2.021% 5/3/19 570,000 567,575 
2.0312% 6/15/18 (a) 22,000,000 22,104,896 
2.1554% 1/9/20 (a) 7,000,000 7,055,433 
2.375% 1/16/18 445,000 446,577 
2.551% 10/5/18 1,385,000 1,393,968 
3% 6/12/17 230,000 230,071 
Hyundai Capital America:   
1.75% 9/27/19 (b) 545,000 536,743 
2% 7/1/19 (b) 480,000 476,640 
2.4% 10/30/18 (b) 850,000 852,839 
2.5% 3/18/19 (b) 1,455,000 1,459,765 
Synchrony Financial 1.875% 8/15/17 7,954,000 7,954,398 
Toyota Motor Credit Corp.:   
1.5298% 4/6/18 (a) 5,000,000 5,013,650 
1.9984% 2/19/19(a) 15,000,000 15,190,635 
  101,147,707 
Diversified Financial Services - 0.5%   
Berkshire Hathaway Finance Corp.:   
1.4076% 1/11/19 (a) 10,000,000 10,028,050 
1.4557% 1/12/18 (a) 5,000,000 5,010,645 
1.8212% 3/15/19 (a) 10,000,000 10,108,600 
Brixmor Operating Partnership LP 3.875% 8/15/22 170,000 175,479 
Broadcom Corp./Broadcom Cayman LP:   
2.375% 1/15/20 (b) 1,640,000 1,643,021 
3% 1/15/22 (b) 1,540,000 1,551,729 
ENEL Finance International NV 2.875% 5/25/22 (b) 1,175,000 1,174,045 
Nationwide Building Society 2.35% 1/21/20 (b) 755,000 759,187 
NYSE Euronext 2% 10/5/17 10,000,000 10,022,241 
USAA Capital Corp. 1.3996% 2/1/19 (a)(b) 7,140,000 7,139,093 
  47,612,090 
Insurance - 0.8%   
ACE INA Holdings, Inc.:   
2.3% 11/3/20 970,000 977,030 
5.8% 3/15/18 1,000,000 1,033,051 
AIA Group Ltd. 2.25% 3/11/19 (b) 336,000 336,493 
Aon PLC 2.8% 3/15/21 1,320,000 1,331,322 
CNA Financial Corp.:   
6.95% 1/15/18 290,000 299,020 
7.35% 11/15/19 490,000 548,837 
Marsh & McLennan Companies, Inc. 2.55% 10/15/18 575,000 580,987 
MassMutual Global Funding II 1.55% 10/11/19 (b) 1,476,000 1,462,419 
Metropolitan Life Global Funding I 1.4612% 9/14/18 (a)(b) 15,000,000 15,046,905 
New York Life Global Funding:   
1.3298% 7/6/18 (a)(b) 5,000,000 5,007,100 
1.5432% 10/24/19 (a)(b) 10,000,000 10,046,650 
1.5498% 4/6/18 (a)(b) 5,000,000 5,015,225 
1.55% 11/2/18 (b) 2,430,000 2,429,461 
Principal Financial Group, Inc. 1.5% 4/18/19 (b) 550,000 545,300 
Principal Life Global Funding II:   
1.4717% 5/21/18 (a)(b) 5,000,000 5,005,800 
1.5% 9/11/17 (b) 1,195,000 1,195,338 
1.5546% 12/1/17 (a)(b) 10,000,000 10,022,260 
2.2% 4/8/20 (b) 1,000,000 1,002,286 
Provident Companies, Inc. 7% 7/15/18 265,000 279,628 
Prudential Financial, Inc. 1.9618% 8/15/18 (a) 19,374,000 19,478,271 
Reinsurance Group of America, Inc. 6.45% 11/15/19 255,000 280,187 
Trinity Acquisition PLC 3.5% 9/15/21 335,000 345,415 
Xlit Ltd. 2.3% 12/15/18 925,000 930,403 
  83,199,388 
Thrifts & Mortgage Finance - 0.0%   
Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. 6.113% 1/15/20 (b) 505,000 546,681 
TOTAL FINANCIALS  983,036,178 
HEALTH CARE - 0.6%   
Biotechnology - 0.1%   
AbbVie, Inc.:   
1.8% 5/14/18 3,100,000 3,104,120 
2.3% 5/14/21 850,000 848,844 
Baxalta, Inc.:   
1.9362% 6/22/18 (a) 515,000 517,848 
2% 6/22/18 175,000 175,317 
Biogen, Inc. 2.9% 9/15/20 510,000 521,533 
Celgene Corp.:   
1.9% 8/15/17 275,000 275,251 
2.125% 8/15/18 640,000 643,397 
2.3% 8/15/18 1,310,000 1,319,332 
  7,405,642 
Health Care Equipment & Supplies - 0.1%   
Abbott Laboratories:   
2.35% 11/22/19 2,480,000 2,495,160 
2.9% 11/30/21 1,075,000 1,091,608 
Becton, Dickinson & Co.:   
2.404% 6/5/20 (c) 1,195,000 1,197,378 
2.675% 12/15/19 1,160,000 1,174,149 
  5,958,295 
Health Care Providers & Services - 0.2%   
Aetna, Inc.:   
1.5% 11/15/17 590,000 589,899 
1.7562% 12/8/17 (a) 10,000,000 10,027,940 
Catholic Health Initiatives:   
1.6% 11/1/17 140,000 139,944 
2.6% 8/1/18 745,000 748,820 
Express Scripts Holding Co.:   
1.25% 6/2/17 700,000 700,000 
2.25% 6/15/19 160,000 160,670 
3.3% 2/25/21 150,000 154,097 
HCA Holdings, Inc. 3.75% 3/15/19 910,000 929,338 
Humana, Inc. 2.625% 10/1/19 890,000 901,655 
Medco Health Solutions, Inc. 4.125% 9/15/20 710,000 746,615 
WellPoint, Inc. 2.3% 7/15/18 995,000 1,001,351 
  16,100,329 
Life Sciences Tools & Services - 0.0%   
Agilent Technologies, Inc. 6.5% 11/1/17 209,000 212,794 
Pharmaceuticals - 0.2%   
Actavis Funding SCS:   
2.1996% 3/12/18 (a) 5,356,000 5,389,368 
2.35% 3/12/18 1,410,000 1,416,167 
Allergan PLC 1.875% 10/1/17 1,185,000 1,185,608 
Perrigo Co. PLC 3.5% 3/15/21 200,000 208,057 
Shire Acquisitions Investments Ireland DAC 1.9% 9/23/19 2,905,000 2,894,196 
Teva Pharmaceutical Finance Netherlands III BV:   
1.4% 7/20/18 11,450,000 11,398,784 
1.7% 7/19/19 1,455,000 1,443,056 
2.2% 7/21/21 1,200,000 1,176,449 
  25,111,685 
TOTAL HEALTH CARE  54,788,745 
INDUSTRIALS - 0.4%   
Aerospace & Defense - 0.0%   
Rockwell Collins, Inc. 1.95% 7/15/19 455,000 456,078 
Airlines - 0.0%   
Delta Air Lines, Inc. 2.875% 3/13/20 1,450,000 1,470,310 
Southwest Airlines Co. 2.75% 11/6/19 640,000 650,319 
  2,120,629 
Electrical Equipment - 0.0%   
Fortive Corp. 1.8% 6/15/19 (b) 145,000 144,361 
Industrial Conglomerates - 0.2%   
Honeywell International, Inc. 1.4518% 10/30/19 (a) 15,000,000 15,087,915 
Hutchison Whampoa International Ltd. 1.625% 10/31/17 (b) 2,660,000 2,658,255 
Roper Technologies, Inc.:   
1.85% 11/15/17 230,000 230,227 
2.05% 10/1/18 1,775,000 1,779,878 
2.8% 12/15/21 455,000 460,989 
3% 12/15/20 195,000 199,701 
  20,416,965 
Machinery - 0.1%   
John Deere Capital Corp. 1.7254% 1/8/19 (a) 5,000,000 5,040,595 
Stanley Black & Decker, Inc.:   
1.622% 11/17/18 80,000 79,790 
2.451% 11/17/18 2,660,000 2,686,387 
  7,806,772 
Professional Services - 0.0%   
Experian Finance PLC 2.375% 6/15/17 (b) 640,000 640,150 
Road & Rail - 0.1%   
J.B. Hunt Transport Services, Inc. 2.4% 3/15/19 235,000 236,857 
Kansas City Southern 2.35% 5/15/20 1,140,000 1,141,151 
Penske Truck Leasing Co. LP:   
2.5% 6/15/19 (b) 615,000 619,716 
2.875% 7/17/18 (b) 1,675,000 1,694,087 
3.375% 3/15/18 (b) 1,840,000 1,864,525 
  5,556,336 
Trading Companies & Distributors - 0.0%   
Air Lease Corp.:   
2.125% 1/15/18 290,000 290,653 
2.125% 1/15/20 1,285,000 1,284,324 
GATX Corp.:   
2.375% 7/30/18 1,005,000 1,009,734 
2.5% 7/30/19 235,000 236,870 
2.6% 3/30/20 765,000 775,632 
  3,597,213 
Transportation Infrastructure - 0.0%   
HPHT Finance 15 Ltd. 2.25% 3/17/18 (b) 1,281,000 1,281,813 
TOTAL INDUSTRIALS  42,020,317 
INFORMATION TECHNOLOGY - 0.6%   
Communications Equipment - 0.2%   
Cisco Systems, Inc. 1.4412% 6/15/18 (a) 15,000,000 15,048,135 
Harris Corp. 1.999% 4/27/18 1,665,000 1,668,094 
  16,716,229 
Electronic Equipment & Components - 0.1%   
Anstock II Ltd. 2.125% 7/24/17 (Reg. S) 2,030,000 2,029,594 
Arrow Electronics, Inc. 6.875% 6/1/18 955,000 1,004,890 
Keysight Technologies, Inc. 3.3% 10/30/19 2,665,000 2,705,850 
  5,740,334 
Internet Software & Services - 0.0%   
Alibaba Group Holding Ltd. 2.5% 11/28/19 1,965,000 1,976,446 
Baidu.com, Inc. 2.75% 6/9/19 1,330,000 1,339,956 
eBay, Inc. 2.15% 6/5/20 805,000 804,033 
Tencent Holdings Ltd. 2.875% 2/11/20 (b) 390,000 396,263 
  4,516,698 
IT Services - 0.0%   
Everett SpinCo, Inc. 2.875% 3/27/20 (b) 975,000 988,653 
Fidelity National Information Services, Inc.:   
1.45% 6/5/17 380,000 380,000 
2.25% 8/15/21 1,080,000 1,073,373 
  2,442,026 
Semiconductors & Semiconductor Equipment - 0.0%   
Qualcomm, Inc.:   
2.1% 5/20/20 615,000 617,256 
2.6% 1/30/23 415,000 415,636 
  1,032,892 
Software - 0.1%   
Oracle Corp. 1.3504% 7/7/17 (a) 5,000,000 5,001,370 
Technology Hardware, Storage & Peripherals - 0.2%   
Apple, Inc. 1.3137% 8/2/19 (a) 10,000,000 10,016,620 
Hewlett Packard Enterprise Co.:   
2.45% 10/5/17 (a) 907,000 909,404 
2.85% 10/5/18 915,000 927,470 
2.8898% 10/5/17 (a) 11,000,000 11,045,804 
Seagate HDD Cayman 3.75% 11/15/18 625,000 641,406 
Xerox Corp. 5.625% 12/15/19 635,000 681,773 
  24,222,477 
TOTAL INFORMATION TECHNOLOGY  59,672,026 
MATERIALS - 0.1%   
Chemicals - 0.1%   
Air Liquide Finance 1.375% 9/27/19 (b) 1,470,000 1,450,980 
LyondellBasell Industries NV:   
5% 4/15/19 200,000 209,611 
6% 11/15/21 615,000 700,460 
Sherwin-Williams Co. 2.25% 5/15/20 3,065,000 3,076,904 
Solvay Finance America LLC 3.4% 12/3/20 (b) 950,000 981,606 
  6,419,561 
Construction Materials - 0.0%   
Martin Marietta Materials, Inc.:   
1.8284% 5/22/20 (a) 330,000 331,152 
2.2522% 6/30/17 (a) 1,040,000 1,040,649 
  1,371,801 
Containers & Packaging - 0.0%   
International Paper Co. 7.95% 6/15/18 2,550,000 2,710,018 
Metals & Mining - 0.0%   
Goldcorp, Inc. 2.125% 3/15/18 2,477,000 2,490,839 
TOTAL MATERIALS  12,992,219 
REAL ESTATE - 0.2%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Campus Communities Operating Partnership LP 3.35% 10/1/20 865,000 891,229 
ARC Properties Operating Partnership LP 3% 2/6/19 2,630,000 2,661,087 
Crown Castle International Corp.:   
2.25% 9/1/21 1,195,000 1,182,300 
3.4% 2/15/21 860,000 887,835 
DDR Corp. 4.75% 4/15/18 510,000 519,531 
Kimco Realty Corp. 6.875% 10/1/19 455,000 503,409 
Simon Property Group LP:   
1.5% 2/1/18 (b) 4,239,000 4,235,439 
2.15% 9/15/17 2,000,000 2,000,798 
2.35% 1/30/22 650,000 645,779 
  13,527,407 
Real Estate Management & Development - 0.1%   
Bestgain Real Estate Ltd. 2.625% 3/13/18 (Reg. S) 2,485,000 2,485,619 
Ventas Realty LP/Ventas Capital Corp.:   
2% 2/15/18 410,000 410,717 
4% 4/30/19 1,230,000 1,267,900 
WEA Finance LLC/Westfield UK & Europe Finance PLC:   
1.75% 9/15/17 (b) 760,000 760,230 
2.7% 9/17/19 (b) 1,500,000 1,512,930 
3.25% 10/5/20 (b) 235,000 239,904 
  6,677,300 
TOTAL REAL ESTATE  20,204,707 
TELECOMMUNICATION SERVICES - 0.5%   
Diversified Telecommunication Services - 0.5%   
AT&T, Inc.:   
2.1104% 11/27/18 (a) 9,254,000 9,335,741 
2.3% 3/11/19 690,000 693,733 
2.45% 6/30/20 715,000 718,356 
British Telecommunications PLC 5.95% 1/15/18 4,251,000 4,362,389 
SBA Tower Trust:   
2.24% 4/16/18 (b) 820,000 819,513 
2.877% 7/15/46 (b) 370,000 370,189 
3.156% 10/15/20 (b) 265,000 268,090 
3.168% 4/15/22 (b) 915,000 923,650 
3.598% 4/15/18 (b) 635,000 635,161 
Telefonica Emisiones S.A.U. 3.192% 4/27/18 735,000 743,836 
Verizon Communications, Inc. 1.7217% 5/22/20 (a) 25,000,000 25,007,500 
  43,878,158 
UTILITIES - 0.6%   
Electric Utilities - 0.4%   
Duke Energy Corp. 1.625% 8/15/17 495,000 495,090 
Exelon Corp. 1.55% 6/9/17 745,000 745,021 
FirstEnergy Corp. 2.75% 3/15/18 680,000 683,997 
Georgia Power Co. 1.95% 12/1/18 460,000 461,291 
Great Plains Energy, Inc. 2.5% 3/9/20 860,000 868,538 
NextEra Energy Capital Holdings, Inc.:   
1.586% 6/1/17 2,902,000 2,902,000 
1.649% 9/1/18 1,025,000 1,023,111 
2.056% 9/1/17 300,000 300,548 
2.3% 4/1/19 375,000 377,025 
Pacific Gas & Electric Co. 1.4018% 11/30/17 (a) 2,861,000 2,862,405 
PPL Capital Funding, Inc. 1.9% 6/1/18 865,000 865,755 
Southern Co.:   
1.55% 7/1/18 10,365,000 10,337,118 
1.85% 7/1/19 1,295,000 1,291,672 
2.35% 7/1/21 280,000 278,512 
State Grid Overseas Investment Ltd. 2.25% 5/4/20 (b) 2,235,000 2,229,723 
TECO Finance, Inc. 1.7554% 4/10/18 (a) 7,805,000 7,815,763 
Virginia Electric & Power Co. 1.2% 1/15/18 4,075,000 4,065,933 
  37,603,502 
Independent Power and Renewable Electricity Producers - 0.1%   
Exelon Generation Co. LLC 2.95% 1/15/20 810,000 825,016 
Kinder Morgan Finance Co. LLC 6% 1/15/18 (b) 700,000 717,551 
Southern Power Co. 1.85% 12/1/17 10,974,000 10,987,498 
  12,530,065 
Multi-Utilities - 0.1%   
Dominion Resources, Inc.:   
1.5% 9/30/18 (b) 700,000 695,118 
1.875% 1/15/19 415,000 414,478 
2.125% 2/15/18 (b) 1,450,000 1,450,687 
2.579% 7/1/20 (a) 410,000 413,125 
2.962% 7/1/19 330,000 334,983 
NiSource Finance Corp. 6.8% 1/15/19 171,000 183,553 
San Diego Gas & Electric Co. 1.914% 2/1/22 342,858 339,748 
Sempra Energy 1.625% 10/7/19 1,755,000 1,736,924 
Zhejiang Energy Group Hong Kong Ltd. 2.3% 9/30/17 (Reg. S) 4,230,000 4,229,653 
  9,798,269 
TOTAL UTILITIES  59,931,836 
TOTAL NONCONVERTIBLE BONDS   
(Cost $1,610,629,614)  1,616,282,228 
U.S. Government and Government Agency Obligations - 0.7%   
U.S. Government Agency Obligations - 0.1%   
Federal Home Loan Bank 0.875% 6/29/18 4,545,000 4,526,302 
Freddie Mac 0.75% 4/9/18 3,455,000 3,442,614 
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS  7,968,916 
U.S. Treasury Obligations - 0.6%   
U.S. Treasury Notes:   
1% 11/15/19 $9,160,000 $9,083,789 
1.625% 11/30/20 53,500,000 53,623,318 
1.75% 9/30/19 3,010,000 3,039,040 
TOTAL U.S. TREASURY OBLIGATIONS  65,746,147 
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS   
(Cost $73,264,628)  73,715,063 
U.S. Government Agency - Mortgage Securities - 0.3%   
Fannie Mae - 0.3%   
2.735% 10/1/33 (a) 60,338 62,635 
2.765% 7/1/35 (a) 18,516 19,462 
3% 2/1/30 to 5/1/32(c) 4,249,070 4,393,740 
3.023% 8/1/37 (a) 21,883 23,078 
3.103% 8/1/38 (a) 15,742 16,649 
3.111% 12/1/35 (a) 12,414 13,064 
3.12% 5/1/38 (a) 192,126 201,840 
3.5% 12/1/25 to 2/1/31 2,583,891 2,707,938 
3.538% 5/1/38 (a) 50,169 52,716 
3.54% 12/1/36 (a) 21,337 22,608 
3.566% 5/1/38 (a) 79,745 83,876 
3.58% 4/1/38 (a) 25,854 27,081 
4% 2/1/25 to 3/1/47 5,471,120 5,783,921 
4.5% 5/1/19 to 3/1/46 6,306,533 6,747,906 
5% 11/1/18 to 6/1/39 2,781,570 3,042,273 
5.5% 4/1/18 to 5/1/40 4,408,142 4,882,922 
6% 1/1/22 to 1/1/41 1,339,365 1,500,502 
6.5% 7/1/32 to 12/1/32 174,076 201,110 
TOTAL FANNIE MAE  29,783,321 
Freddie Mac - 0.0%   
2.789% 6/1/38 (a) 46,418 48,841 
2.841% 9/1/35 (a) 16,378 17,238 
2.875% 7/1/38 (a) 44,133 46,372 
2.914% 5/1/37 (a) 19,969 21,020 
2.953% 11/1/34 (a) 19,618 20,911 
2.976% 7/1/35 (a) 25,603 27,053 
2.987% 10/1/36 (a) 114,311 120,617 
3.358% 2/1/37 (a) 14,793 15,576 
3.382% 5/1/38 (a) 28,664 30,220 
3.409% 2/1/37 (a) 21,020 22,172 
3.486% 11/1/36 (a) 5,142 5,445 
3.536% 12/1/36 (a) 8,756 9,265 
3.782% 2/1/37 (a) 34,742 36,334 
3.807% 2/1/38 (a) 69,394 73,033 
4.5% 10/1/19 31,851 32,607 
5% 10/1/18 to 12/1/23 439,270 465,577 
5.5% 11/1/21 to 10/1/38 94,138 100,354 
6% 7/1/21 to 1/1/38 285,480 321,625 
TOTAL FREDDIE MAC  1,414,260 
Ginnie Mae - 0.0%   
4.5% 9/20/40 228,679 246,804 
5% 12/20/34 to 3/20/41 866,404 958,219 
6% 7/15/36 389,398 454,356 
TOTAL GINNIE MAE  1,659,379 
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES   
(Cost $32,669,948)  32,856,960 
Asset-Backed Securities - 6.7%   
Access Group, Inc. Series 2005-2 Class A3, 1.2301% 11/22/24 (a) $2,093,532 $2,093,313 
Ally Auto Receivables Trust:   
Series 2014-1:   
Class C, 2.04% 12/15/19 160,000 160,327 
Class D, 2.48% 2/15/21 155,000 155,685 
Series 2015-1 Class A4, 1.75% 5/15/20 340,000 340,832 
Series 2015-2 Class C, 2.41% 1/15/21 (b) 1,110,000 1,117,201 
Series 2016-1 Class D, 2.84% 9/15/22 390,000 393,567 
Series 2017-1 Class A2, 1.45% 10/15/19 5,000,000 4,997,904 
Series 2017-2:   
Class A2, 1.49% 11/15/19 5,000,000 5,000,861 
Class C, 2.46% 9/15/22 150,000 150,826 
Class D, 2.93% 11/15/23 200,000 200,277 
Ally Master Owner Trust:   
Series 2012-5 Class A, 1.54% 9/15/19 14,955,000 14,962,486 
Series 2015-3 Class A, 1.63% 5/15/20 2,645,000 2,646,313 
Series 2017-1 Class A, 1.3944% 2/15/21 (a) 10,000,000 10,018,795 
ALM Loan Funding Series 2014-14A:   
Class A1R, 2.3218% 7/28/26 (a)(b) 420,000 419,787 
Class A2R, 2.7218% 7/28/26 (a)(b) 485,000 483,425 
American Express Credit Account Master Trust:   
Series 2012-1 Class A, 1.2591% 1/15/20 10,409,000 10,410,162 
Series 2013-1 Class A, 1.4091% 2/16/21 (a) 570,000 572,185 
Series 2014-2 Class A, 1.26% 1/15/20 800,000 799,967 
Series 2015-1 Class A, 1.2791% 1/15/20 5,000,000 5,000,577 
AmeriCredit Automobile Receivables Trust:   
Series 2013-5 Class B, 1.52% 1/8/19 2,586 2,586 
Series 2014-1 Class E, 3.58% 8/9/21 385,000 391,682 
Series 2014-2:   
Class B, 1.6% 7/8/19 345,000 345,078 
Class E, 3.37% 11/8/21 815,000 827,769 
Series 2014-3 Class C, 2.58% 9/8/20 1,190,000 1,200,648 
Series 2014-4 Class C, 2.47% 11/9/20 505,000 509,052 
Series 2015, Class D, 3% 6/8/21 540,000 546,341 
Series 2015-1 Class A3, 1.26% 11/8/19 605,179 604,964 
Series 2015-2 Class A3, 1.27% 1/8/20 526,603 526,391 
Series 2015-3 Class D, 3.34% 8/8/21 680,000 691,144 
Americredit Automobile Receivables Trust Series 2015-4 Class A3, 1.7% 7/8/20 515,000 515,713 
AmeriCredit Automobile Receivables Trust:   
Series 2016-1:   
Class A2A, 1.69% 6/10/19 1,376,155 1,376,395 
Class A3, 1.81% 10/8/20 175,000 175,351 
Class C, 2.89% 1/10/22 775,000 785,381 
Series 2016-2 Class A2A, 1.42% 10/8/19 966,434 966,317 
Series 2016-4 Class A3, 1.53% 7/8/21 1,095,000 1,091,209 
Series 2017-1 Class C, 2.71% 8/18/22 240,000 242,013 
Ari Fleet Lease Trust Series 2015-A:   
Class A2, 1.11% 11/15/18 (b) 294,340 294,091 
Class A3, 1.67% 9/15/23 (b) 1,150,000 1,150,447 
ARI Fleet Lease Trust:   
Series 2016-A Class A2, 1.82% 7/15/24 (b) 985,720 987,599 
Series 2017-A Class A2, 1.91% 4/15/26 (b) 290,000 290,091 
Ascentium Equipment Receivables LLC:   
Series 2015-2A Class A3, 1.93% 3/11/19 (b) 1,265,893 1,267,744 
Series 2016-1A Class A2, 1.75% 11/13/18 (b) 192,421 192,641 
Series 2016-2A Class A2, 1.77% 4/10/19 (b) 340,000 339,738 
Series 2017-1A:   
Class A2, 1.87% 7/10/19 (b) 340,000 340,299 
Class A3, 2.29% 6/10/21 (b) 340,000 340,973 
Avis Budget Rental Car Funding (AESOP) LLC:   
Series 2013-2A:   
Class A, 2.97% 2/20/20 (b) 295,000 298,804 
Class B, 3.66% 2/20/20 (b) 595,000 605,407 
Series 2014-1A Class A, 2.46% 7/20/20 (b) 330,000 331,264 
Series 2014-2A Class A, 2.375% 2/20/21 (b) 1,620,000 1,615,798 
Bank of America Credit Card Master Trust:   
Series 2014-A3 Class A, 1.2791% 1/15/20 (a) 10,000,000 10,005,493 
Series 2015-A1 Class A, 1.3191% 6/15/20 (a) 5,000,000 5,009,459 
Series 2016-A1 Class A, 1.3791% 10/15/21 (a) 4,970,000 4,996,302 
BankBoston Home Equity Loan Trust Series 1998-2 Class A6, 6.64% 12/25/28 (MBIA Insured) 32,001 31,947 
Bayview Opportunity Master Fund Series 2017-SPL4 Class A, 3.5% 1/25/55 (b) 635,000 651,256 
BMW Vehicle Lease Trust:   
Series 2015-2 Class A2B, 1.5399% 1/22/18 (a) 68,064 68,079 
Series 2016-1 Class A2B, 1.5099% 1/22/18 (a) 1,391,711 1,392,472 
Series 2016-2:   
Class A2, 1.25% 1/22/19 3,056,149 3,054,006 
Class A3, 1.43% 9/20/19 495,000 494,120 
BMW Vehicles Lease Trust Series 2017-1 Class A3, 2.04% 5/20/20 570,000 572,812 
California Republic Auto Receivables Trust Series 2015-1 Class B, 2.51% 2/16/21 295,000 296,832 
Capital Auto Receivables Asset Trust:   
Series 2013-4 Class D, 3.22% 5/20/19 385,000 388,125 
Series 2014-3 Class A3, 1.48% 11/20/18 136,045 136,033 
Series 2015-2:   
Class A2, 1.39% 9/20/18 73,978 73,973 
Class A3, 1.73% 9/20/19 450,000 450,722 
Series 2015-4 Class A2, 1.62% 3/20/19 815,000 815,366 
Series 2016-1 Class A3, 1.73% 4/20/20 550,000 550,877 
Series 2016-2 Class A4, 1.63% 1/20/21 385,000 384,203 
Series 2016-3 Class A3, 1.54% 8/20/20 470,000 469,844 
Capital One Multi-Asset Execution Trust:   
Series 2007-A5 Class A5, 1.0291% 7/15/20 (a) 7,975,000 7,974,391 
Series 2014-A3 Class A3, 1.3691% 1/18/22 (a) 4,000,000 4,017,690 
Series 2015-A6 Class A6, 1.3591% 6/15/20 (a) 10,000,000 10,007,696 
Series 2016-A1 Class A1, 1.4391% 2/15/22 (a) 10,000,000 10,060,049 
Carmax Auto Owner Trust Series 2014-1:   
Class B, 1.69% 8/15/19 100,000 100,075 
Class C, 1.93% 11/15/19 145,000 145,241 
CarMax Auto Owner Trust:   
Series 2016-2 Class A3, 1.52% 2/16/21 720,000 719,220 
Series 2016-4:   
Class A2, 1.21% 11/15/19 8,374,111 8,362,445 
Class A3, 1.4% 8/15/21 1,145,000 1,137,371 
Series 2017-1 Class A2, 1.6% 2/18/20 5,000,000 5,002,374 
CCG Receivables Trust:   
Series 2014-1 Class A2, 1.06% 11/15/21 (b) 73,456 73,426 
Series 2015-1:   
Class A2, 1.46% 11/14/18 (b) 298,029 297,955 
Class B, 2.6% 1/17/23 (b) 300,000 300,896 
Series 2016-1 Class A2, 1.69% 9/14/22 (b) 374,907 374,767 
Chase Issuance Trust:   
Series 2007-A12 Class A12, 1.0391% 8/15/19 (a) 5,000,000 5,000,000 
Series 2013-A3 Class A3, 1.2691% 4/15/20 (a) 3,153,000 3,158,881 
Series 2014-A5 Class A5, 1.3591% 4/15/21 (a) 10,000,000 10,048,642 
Series 2016-A1 Class A, 1.3991% 5/17/21 (a) 10,000,000 10,062,914 
Series 2016-A2 Class A, 1.37% 6/15/21 2,770,000 2,755,226 
Series 2016-A6 Class A6, 1.09% 1/15/20 5,000,000 4,990,552 
Series 2016-A7 Class A7, 1.06% 9/16/19 20,000,000 19,987,634 
Chesapeake Funding II LLC Series 2017-2A Class A2, 1.8036% 5/15/29 (a)(b) 10,000,000 10,000,000 
Chrysler Capital Auto Receivables Trust:   
Series 2014-B Class D, 3.44% 8/16/21 (b) 605,000 611,173 
Series 2015-AA Class A3, 1.22% 7/15/19 (b) 822,832 822,498 
Series 2016-BA:   
Class A2, 1.36% 1/15/20 (b) 3,301,000 3,298,753 
Class A3, 1.64% 7/15/21 (b) 280,000 279,700 
Citibank Credit Card Issuance Trust:   
Series 2014-A6 Class A6, 2.15% 7/15/21 2,105,000 2,126,315 
Series 2017-A1 Class A1, 1.2508% 1/19/21 (a) 10,000,000 10,018,053 
Series 2017-A4 Class A4, 1.0205% 4/7/22 (a) 10,000,000 10,010,794 
CNH Equipment Trust:   
Series 2014-C Class A3, 1.05% 11/15/19 351,179 350,761 
Series 2015-B Class A3, 1.37% 7/15/20 993,470 992,698 
Series 2015-C:   
Class A2A, 1.1% 12/17/18 550,239 550,165 
Class A3, 1.66% 11/16/20 1,030,000 1,031,203 
Class B, 2.4% 2/15/23 1,265,000 1,273,887 
Series 2016-A Class A3, 1.48% 4/15/21 805,000 802,704 
Series 2016-C Class A3, 1.44% 12/15/21 670,000 666,234 
DB Master Finance LLC Series 2015-1A Class A21, 3.262% 2/20/45 (b) 1,485,800 1,495,235 
Diamond Resorts Owner Trust:   
Series 2013-2 Class A, 2.27% 5/20/26 (b) 103,646 103,047 
Series 2014-1 Class A, 2.54% 5/20/27 (b) 273,980 270,917 
Series 2015-1 Class A, 2.73% 7/20/27 (b) 226,303 225,167 
Series 2015-2 Class A, 2.99% 5/22/28 (b) 264,499 264,546 
Discover Card Master Trust:   
Series 2012-A6 Class A6, 1.67% 1/18/22 2,805,000 2,804,638 
Series 2014-A1 Class A1, 1.4191% 7/15/21 (a) 3,905,000 3,923,409 
Series 2015-A1 Class A1, 1.3391% 8/17/20 (a) 7,500,000 7,514,659 
Series 2015-A3 Class A, 1.45% 3/15/21 265,000 264,864 
Series 2016-A2 Class A2, 1.5291% 9/15/21 (a) 10,000,000 10,068,621 
Series 2016-A4 Class A4, 1.39% 3/15/22 2,770,000 2,753,412 
Dominos Pizza Master Issuer LLC Series 2012-1A Class A2, 5.216% 1/25/42 (b) 1,858,069 1,908,549 
Elara HGV Timeshare Issuer Trust Series 2014-A Class A, 2.53% 2/25/27 (b) 183,359 182,782 
Enterprise Fleet Financing LLC:   
Series 2014-2 Class A2, 1.05% 3/20/20 (b) 294,097 293,934 
Series 2015-1 Class A2, 1.3% 9/20/20 (b) 330,954 330,656 
Series 2015-2 Class A2, 1.59% 2/22/21 (b) 640,368 640,509 
Series 2016-1 Class A2, 1.83% 9/20/21 (b) 1,942,900 1,943,867 
Series 2016-2 Class A2, 1.74% 2/22/22 (b) 566,289 565,898 
Series 2017-1:   
Class A1, 1.05% 2/20/18 (b) 2,922,218 2,920,147 
Class A2, 2.13% 7/20/22 (b) 395,000 396,324 
Ford Credit Auto Lease Trust:   
Series 2015-A Class A4, 1.31% 8/15/18 895,000 894,913 
Series 2017-A Class A4, 2.02% 6/15/20 1,200,000 1,204,446 
Ford Credit Auto Owner Trust:   
Series 2015-C Class A2A, 0.95% 8/15/18 77,815 77,800 
Series 2016-A Class A2A, 1.56% 12/15/18 1,525,978 1,525,413 
Ford Credit Floorplan Master Owner Trust:   
Series 2013-2 Class A, 2.09% 3/15/22 (b) 570,000 573,565 
Series 2014-2 Class A, 1.4939% 2/15/21 (a) 6,200,000 6,227,560 
Series 2014-4 Class A1, 1.4% 8/15/19 2,185,000 2,185,882 
Series 2015-1 Class A1, 1.42% 1/15/20 920,000 919,800 
Series 2016-3:   
Class A1, 1.55% 7/15/21 1,360,000 1,354,457 
Class B, 1.75% 7/15/21 425,000 422,758 
Series 2016-4 Class A, 1.5239% 7/15/20 (a) 10,000,000 10,034,001 
Series 2017-1:   
Class A2, 1.68% 5/15/22 (a) 10,000,000 10,000,000 
Class B, 2.55% 5/15/22 830,000 829,896 
GE Dealer Floorplan Master Note Trust:   
Series 2014-1 Class A, 1.3899% 7/20/19 (a) 2,280,000 2,280,671 
Series 2014-2 Class A, 1.4599% 10/20/19 (a) 1,050,000 1,051,043 
GM Financial Automobile Leasing Trust:   
Series 2015-1 Class D, 3.01% 3/20/20 305,000 306,758 
Series 2015-3 Class A3, 1.69% 3/20/19 1,985,000 1,987,363 
Series 2016-1:   
Class A2A, 1.3% 7/20/18 2,661,179 2,660,532 
Class A3, 1.64% 7/20/19 1,405,000 1,405,981 
Series 2016-2:   
Class A2A, 1.28% 10/22/18 1,858,699 1,857,862 
Class A3, 1.62% 9/20/19 1,335,000 1,336,062 
Series 2017-1:   
Class A2B, 1.2299% 9/20/19 (a) 6,977,000 6,979,420 
Class A4, 2.26% 8/20/20 165,000 166,024 
GMF Floorplan Owner Revolving Trust:   
Series 2015-1:   
Class A1, 1.65% 5/15/20 (b) 855,000 855,586 
Class A2, 1.4939% 5/15/20 (a)(b) 5,600,000 5,615,400 
Class C, 2.22% 5/15/20 (b) 615,000 615,621 
Series 2016-1:   
Class A1, 1.86% 5/17/21 (b) 1,280,000 1,284,570 
Class A2, 1.8439% 5/17/21 (a)(b) 5,000,000 5,043,388 
Class B, 2.26% 5/17/21 (b) 275,000 276,912 
Class C, 2.76% 5/17/21 (b) 105,000 105,235 
Series 2017-1:   
Class A2, 1.5639% 1/18/22 (a)(b) 10,000,000 10,031,545 
Class C, 2.97% 1/18/22 (b) 575,000 579,394 
GreatAmerica Leasing Receivables Funding LLC:   
Series 2016-1 Class A3, 1.73% 6/20/19 (b) 800,000 799,679 
Series 2017-1:   
Class A2, 1.72% 4/22/19 (b) 100,000 99,975 
Class A3, 2.06% 6/22/20 (b) 100,000 100,280 
Hilton Grand Vacations Trust:   
Series 2014-AA Class A, 1.77% 11/25/26 (b) 286,271 281,307 
Series 2017-AA:   
Class A, 2.66% 12/26/28 (b) 238,248 239,030 
Class B, 2.96% 12/26/28 (b) 163,504 164,600 
Honda Auto Receivables Owner Trust Series 2016-4 Class A4, 1.65% 1/18/23 805,000 798,139 
Huntington Auto Trust Series 2016-1:   
Class A2, 1.29% 5/15/19 10,000,000 9,996,632 
Class A4, 1.93% 4/15/22 725,000 729,470 
Hyundai Auto Lease Securitization Trust:   
Series 2015-A Class A4, 1.65% 8/15/19 (b) 1,315,000 1,315,150 
Series 2015-B Class A3, 1.4% 11/15/18 (b) 554,738 554,698 
Series 2016-A:   
Class A2A, 1.21% 6/17/19 2,846,901 2,845,381 
Class A3, 2.01% 7/15/19 (b) 395,000 395,309 
Series 2016-B Class A4, 1.68% 4/15/20 (b) 235,000 235,096 
Series 2016-C Class A4, 1.65% 7/15/20 (b) 645,000 644,185 
Series 2017-A Class A2A, 1.56% 7/15/19 (b) 5,000,000 4,994,733 
Hyundai Auto Receivables Trust:   
Series 2015-A Class A3, 1.05% 4/15/19 272,268 271,979 
Series 2016-B Class A2, 1.12% 10/15/19 6,872,395 6,863,630 
Series 2017-A:   
Class A2A, 1.48% 2/18/20 5,000,000 5,001,650 
Class B, 2.38% 4/17/23 340,000 342,065 
Hyundai Floorplan Master Owner Trust Series 2016-1A Class A1, 1.8939% 3/15/21 (a)(b) 3,000,000 3,022,388 
John Deere Owner Trust:   
Series 2015-A Class A3, 1.32% 6/17/19 260,455 260,434 
Series 2015-B Class A2, 0.98% 6/15/18 73,780 73,769 
Series 2016-A Class A3, 1.36% 4/15/20 790,000 788,998 
Series 2016-B Class A3, 1.25% 6/15/20 480,000 477,959 
Series 2017-A Class A2, 1.5% 10/15/19 9,303,000 9,308,551 
Kubota Credit Owner Trust Series 2015-1A Class A3, 1.54% 3/15/19 (b) 967,589 967,992 
Madison Park Funding Ltd. Series 2014-14A Class A2R, 2.2762% 7/20/26 (a)(b) 1,055,000 1,054,464 
Mercedes-Benz Auto Lease Trust:   
Series 2016-A:   
Class A2A, 1.34% 7/16/18 2,082,331 2,082,235 
Class A3, 1.52% 3/15/19 925,000 925,540 
Series 2016-B Class A2, 1.25% 1/15/19 6,695,693 6,689,334 
Series 2017-A Class A2B, 1.1891% 8/15/19 (a) 10,000,000 10,000,574 
Mercedes-Benz Auto Receivables Trust Series 2016-1 Class A2A, 1.11% 3/15/19 15,653,718 15,642,552 
Mercedes-Benz Master Owner Trust:   
Series 2015-BA Class A, 1.3739% 4/15/20 (a)(b) 4,315,000 4,320,728 
Series 2016-BA Class A, 1.6939% 5/17/21 (a)(b) 10,000,000 10,087,383 
Series 2017-BA Class A, 1.4191% 5/16/22 (a)(b) 10,000,000 10,000,000 
MMAF Equipment Finance LLC:   
Series 2014-AA Class A3, 0.87% 1/8/19 (b) 565,208 564,462 
Series 2015-AA Class A3, 1.39% 10/16/19 (b) 311,894 311,662 
Series 2016-AA Class A3, 1.48% 6/15/20 (b) 765,000 762,151 
Series 2017-AA:   
Class A2, 1.73% 5/18/20 (b) 515,000 515,358 
Class A3, 2.04% 2/16/22 (b) 345,000 345,995 
MVW Owner Trust:   
Series 2013-1A Class A, 2.15% 4/22/30 (b) 87,086 86,894 
Series 2014-1A Class A, 2.25% 9/22/31 (b) 276,439 275,095 
Series 2015-1A Class A, 2.52% 12/20/32 (b) 744,918 742,809 
Nationstar HECM Loan Trust:   
Series 2016-1A Class A, 2.9813% 2/25/26 (b) 181,807 181,865 
Series 2016-2A Class A, 2.2394% 6/25/26 (b) 205,207 205,050 
Series 2016-3A Class A, 2.0125% 8/25/26 (b) 118,441 118,207 
Navient Student Loan Trust:   
Series 2016-6A Class A1, 1.5036% 3/25/66 (a)(b) 3,619,980 3,628,590 
Series 2017-1A Class A1, 1.4236% 7/26/66 (a)(b) 13,304,133 13,316,069 
Series 2017-3A:   
Class A1, 1.3606% 7/26/66 (a)(b) 6,820,000 6,820,179 
Class A2, 1.6606% 7/26/66 (a)(b) 6,820,000 6,847,803 
Nissan Auto Lease Trust:   
Series 2015-A Class A3, 1.4% 6/15/18 408,129 408,122 
Series 2016-B Class A4, 1.82% 1/18/22 1,105,000 1,103,631 
Nissan Auto Receivables Owner Trust:   
Series 2015-B Class A3, 1.34% 3/16/20 1,325,000 1,324,150 
Series 2016-A:   
Class A2A, 1.06% 2/15/19 2,330,979 2,329,395 
Class A3, 1.34% 10/15/20 325,000 324,392 
Series 2016-B Class A2A, 1.14% 4/15/19 3,296,131 3,292,975 
Nissan Auto Receivables Trust Series 2016-C Class A2A, 1.07% 5/15/19 6,001,395 5,994,948 
Nissan Master Owner Trust Receivables:   
Series 2015-A:   
Class A1, 1.3939% 1/15/20 (a) 5,000,000 5,008,078 
Class A2, 1.44% 1/15/20 890,000 889,948 
Series 2016-A:   
Class A1, 1.6339% 6/15/21 (a) 5,000,000 5,029,828 
Class A2, 1.54% 6/15/21 750,000 746,584 
Series 2017-B Class A, 1.4191% 4/18/22 (a) 8,700,000 8,699,997 
Novastar Home Equity Loan Trust Series 2006-1 Class A1A, 1.1836% 5/25/36 (a) 1,166,645 1,129,173 
OZLM Ltd. Series 2014-8A Class A1AR, 0% 10/17/26 (a)(b) 1,195,000 1,194,403 
Santander Drive Auto Receivables Trust:   
Series 2014-3 Class D, 2.65% 8/17/20 210,000 212,003 
Series 2015-3 Class D, 3.49% 5/17/21 1,045,000 1,066,051 
Series 2015-4 Class D, 3.53% 8/16/21 530,000 540,411 
Series 2015-5:   
Class C, 2.74% 12/15/21 1,565,000 1,574,141 
Class D, 3.84% 12/15/21 745,000 763,500 
Series 2016-1 Class B, 2.47% 12/15/20 375,000 377,441 
Series 2017-1:   
Class B, 2.1% 6/15/21 115,000 115,150 
Class C, 2.58% 5/16/22 140,000 140,403 
Securitized Term Auto Receivables Trust:   
Series 2016-1A Class A2A, 1.284% 11/26/18 (b) 7,153,505 7,146,156 
Series 2017-1A Class A2A, 1.46% 4/25/19 (b) 6,047,000 6,043,860 
Sierra Receivables Funding Co., LLC Series 2016-2A Class A, 2.33% 7/20/33 (b) 307,701 307,931 
Sierra Timeshare Receivables Funding Co. LLC:   
Series 2014-2A Class A, 2.05% 6/20/31 (b) 136,912 136,401 
Series 2014-3A Class A, 2.3% 10/20/31 (b) 191,817 191,985 
Series 2015-1A Class A, 2.4% 3/22/32 (b) 1,574,952 1,579,975 
Series 2015-2A Class 2, 2.43% 6/20/32 (b) 367,291 367,250 
Series 2015-3A Class A, 2.58% 9/20/32 (b) 378,404 379,766 
Series 2017-1A Class A, 2.91% 3/20/34 (b) 320,185 323,859 
SLM Student Loan Trust:   
Series 2007-5 Class A5, 1.2362% 1/25/24 (a) 6,021,175 6,012,841 
Series 2008-4 Class A4, 2.8062% 7/25/22 (a) 86,191 87,768 
Series 2008-5 Class A4, 2.8562% 7/25/23 (a) 514,304 527,983 
Series 2008-9 Class A, 2.6562% 4/25/23 (a) 366,451 374,667 
Series 2010-1 Class A, 1.4236% 3/25/25 (a) 1,353,634 1,332,209 
Smart ABS Trust Series 2016-2U.S. Class A2A, 1.46% 8/14/19 1,695,000 1,687,544 
SMART Trust Series 2015-3U.S. Class A3A, 1.66% 8/14/19 1,210,000 1,206,613 
Springleaf Funding Trust Series 2016-AA Class A, 2.9% 11/15/29 (b) 405,000 407,583 
Suntrust Auto Receivables Trust Series 2015-1A Class A3, 1.42% 9/16/19 (b) 862,333 862,391 
Synchrony Credit Card Master Note Trust:   
Series 2013-1 Class B, 1.69% 3/15/21 1,035,000 1,034,014 
Series 2014-1 Class A, 1.61% 11/15/20 10,370,000 10,380,000 
Series 2015-1 Class B, 2.64% 3/15/23 550,000 555,205 
Series 2015-2 Class A, 1.6% 4/15/21 1,325,000 1,326,438 
Series 2015-4 Class B, 2.62% 9/15/23 435,000 438,419 
Series 2016-1 Class A, 2.04% 3/15/22 1,785,000 1,794,748 
TCF Auto Receivables Owner Trust Series 2016-1A Class A2, 1.39% 11/15/19 (b) 1,844,651 1,842,999 
Towd Point Mortgage Trust Series 2017-1 Class A1, 2.75% 10/25/56 (a)(b) 1,167,737 1,175,657 
Toyota Auto Receivables Owner Trust Series 2016-B Class A2A, 1.26% 10/15/18 2,760,758 2,759,102 
Toyota Auto Receivables Owners Trust Series 2016-A Class A2A, 1.03% 7/16/18 1,976,953 1,976,174 
Toyota Auto Receivables Trust Series 2016-C Class A2A, 1% 1/15/19 4,120,840 4,116,215 
Verizon Owner Trust:   
Series 2016-1A Class A, 1.42% 1/20/21 (b) 7,812,000 7,783,783 
Series 2016-2A:   
Class A, 1.68% 5/20/21 (b) 1,115,000 1,115,324 
Class B, 2.15% 5/20/21 (b) 755,000 756,960 
Class C, 2.36% 5/20/21 (b) 600,000 601,533 
Series 2017-1A:   
Class B, 2.45% 9/20/21 (b) 235,000 237,103 
Class C, 2.65% 9/20/21 (b) 315,000 318,109 
Volkswagen Auto Loan Enhanced Trust:   
Series 2014-1 Class A3, 0.91% 10/22/18 13,370 13,360 
Series 2014-2 Class A4, 1.39% 5/20/21 1,380,000 1,377,591 
Volkswagen Credit Auto Master Trust Series 2014-1A:   
Class A1, 1.3428% 7/22/19 (a)(b) 10,000,000 10,001,410 
Class A2, 1.4% 7/22/19 (b) 1,290,000 1,289,818 
Volvo Financial Equipment LLC:   
Series 2014-1A Series C, 1.94% 11/15/21 (b) 605,000 605,806 
Series 2016-1A:   
Class A2, 1.44% 10/15/18 (b) 2,780,147 2,781,023 
Class A3, 1.67% 2/18/20 (b) 400,000 400,311 
Series 2017-1A Class A2, 1.55% 10/15/19 (b) 10,000,000 10,000,793 
Wendys Funding LLC Series 2015-1A Class A2I, 3.371% 6/15/45 (b) 1,314,975 1,327,375 
Wheels SPV LLC Series 2015-1A Class A2, 1.27% 4/22/24 (b) 133,137 132,990 
World Omni Auto Receivables Trust Series 2015-B Class A3, 1.49% 12/15/20 730,000 730,075 
World Omni Automobile Lease Securitization Trust:   
Series 2015-A Class A2A, 1.06% 5/15/18 801,945 801,634 
Series 2016-A Class A3, 1.45% 8/15/19 1,070,000 1,066,050 
TOTAL ASSET-BACKED SECURITIES   
(Cost $661,919,747)  662,672,366 
Collateralized Mortgage Obligations - 0.8%   
Private Sponsor - 0.1%   
Banc of America Mortgage Securities, Inc.:   
Series 2004-A Class 2A2, 3.5926% 2/25/34 (a) 14,886 14,934 
Series 2004-H Class 2A2, 3.1955% 9/25/34 (a) 55,415 54,773 
COLT Mortgage Loan Trust Series 2017-1:   
Class A1, 2.614% 5/27/47 (b) 1,240,000 1,243,989 
Class A3, 3.074% 5/27/47 (b) 112,094 113,943 
COMM Mortgage Trust Series 2016-CR28 Class A1, 1.77% 2/10/49 186,167 186,285 
GS Mortgage-Backed Securites Trust Series 2014-EB1A Class 2A1, 2.4769% 7/25/44 (a)(b) 163,282 162,833 
Kubota Credit Owner Trust sequential payer Series 2016-1A Class A3, 1.67% 7/15/20 (b) 340,000 338,134 
Mill City Mortgage Loan Trust Series 2016-1 Class A1, 2.5% 4/25/57 (b) 259,929 260,109 
Towd Point Mortgage Trust:   
Series 2015-4 Class A1B, 2.75% 4/25/55 (b) 720,163 725,089 
Series 2015-5 Class A1B, 2.75% 5/25/55 (b) 673,399 678,087 
Series 2016-1:   
Class A1B, 2.75% 2/25/55 (b) 395,352 398,094 
Class A3B, 3% 2/25/55 (b) 486,320 491,198 
Series 2016-2 Class A1A, 2.75% 8/25/55 (b) 423,890 426,232 
Series 2016-3 Class A1, 2.25% 4/25/56 (b) 110,921 110,470 
Series 2017-2 Class A1, 2.75% 4/25/57 (a)(b) 765,000 770,312 
WaMu Mortgage pass-thru certificates Series 2005-AR12 Class 2A1, 3.0619% 9/25/35 (a) 28,553 28,611 
Wells Fargo Mortgage Backed Securities Trust Series 2004-G Class A3, 3.044% 6/25/34 (a) 27,401 27,497 
TOTAL PRIVATE SPONSOR  6,030,590 
U.S. Government Agency - 0.7%   
Fannie Mae:   
floater:   
Series 2003-31 Class FM, 1.5236% 4/25/33 (a) 1,561,448 1,572,924 
Series 2015-27 Class KF, 1.3236% 5/25/45 (a) 4,191,006 4,185,091 
Series 2016-85:   
Class FG, 1.5236% 11/25/46 (a) 1,233,119 1,242,561 
Class FA, 1.5236% 11/25/46 (a) 1,178,820 1,187,968 
floater planned amortization class Series 2004-52 Class PF 1.4736% 12/25/33 (a) 1,228,554 1,230,022 
sequential payer Series 2012-114 Class DF, 1.4236% 8/25/39 (a) 25,131 25,189 
sequential payer floater:   
Series 2005-74 Class DF, 1.3736% 7/25/35 (a) 4,133,788 4,143,174 
Series 2005-83 Class FP, 1.3536% 10/25/35 (a) 3,800,856 3,800,016 
Series 2016-42 Class FL, 1.3736% 7/25/46 (a) 12,894,592 12,930,353 
Series 2016-83 Class FA, 1.5236% 11/25/46 (a) 668,052 673,046 
Fannie Mae Connecticut Avenue Securities floater:   
Series 2016-C01 Class 2M1, 3.1236% 8/25/28 (a) 926,473 936,992 
Series 2016-C02 Class 1M1, 3.1736% 9/25/28 (a) 279,894 283,589 
Series 2016-C07 Class 2M1, 2.3236% 4/25/29 (a) 259,280 260,764 
Series 2017-C01 Class 1M1, 2.3236% 7/25/29 (a) 949,666 957,434 
Series 2017-C02, Class 2M1, 2.1736% 9/25/29 (a) 1,214,631 1,220,916 
Series 2017-C03 Class 1M1, 1.9736% 10/25/29 (a) 1,508,996 1,511,948 
Series 2017-C04 Class 2M1, 1.8947% 11/25/29 (a) 990,000 990,727 
FHLMC Structured Agency Credit Risk Debt Notes:   
floater:   
Series 2014-HQ2 Class M1, 2.4406% 9/25/24 (a) 134,443 134,761 
Series 2015-DNA1 Class M1, 1.8906% 10/25/27 (a) 255,296 255,649 
Series 2015-HQ2 Class M1, 2.0906% 5/25/25 (a) 81,234 81,365 
Series 2016-DNA1 Class M1, 2.4406% 7/25/28 (a) 599,052 601,366 
Series 2016-HQA1 Class M1, 2.7406% 9/25/28 (a)(d) 140,455 141,254 
Series 2017-DNA2 Class M1, 2.1861% 10/25/29 (a) 1,498,232 1,511,199 
Series 2017-HQA1 Class M1, 2.1906% 8/25/29 (a) 1,088,973 1,095,280 
Series 2017-DNA1 Class M1, 2.1906% 7/25/29 (a) 677,343 682,910 
3.8736% 4/25/28 (a) 398,543 412,270 
Freddie Mac:   
floater Series 4604 Class FB, 1.3891% 8/15/46 (a) 11,950,087 11,986,532 
floater planned amortization class:   
Series 2953 Class LF, 1.2891% 12/15/34 (a) 1,320,910 1,321,178 
Series 4057 Class EF, 1.3391% 12/15/41 (a) 10,869,634 10,858,757 
floater sequential payer Series 3046 Class F, 1.3591% 3/15/33 (a) 1,769,338 1,768,768 
sequential payer Series 4226 Class EF, 1.3391% 12/15/35 (a) 3,856,895 3,863,321 
Series 4448 Class JA, 4% 11/15/36 190,000 199,707 
TOTAL U.S. GOVERNMENT AGENCY  72,067,031 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $77,955,997)  78,097,621 
Commercial Mortgage Securities - 0.6%   
BAMLL Commercial Mortgage Securities Trust Series 2014-IP Class A, 2.8076% 6/15/28 (a)(b) 1,070,000 1,074,533 
Banc of America Commercial Mortgage Trust Series 2007-4 Class AM, 6.1028% 2/10/51 (a) 43,447 43,566 
Barclays Commercial Mortgage Securities LLC floater Series 2015-RRI Class A, 2.1439% 5/15/32 (a)(b) 2,468,326 2,471,413 
CDGJ Commercial Mortgage Trust Series 2014-BXCH Class A, 2.3939% 12/15/27 (a)(b) 3,820,540 3,827,727 
Citigroup Commercial Mortgage Trust:   
Series 13-GC15 Class A1, 1.378% 9/10/46 19,352 19,344 
Series 2007-C6 Class A4, 5.922% 12/10/49 (a) 302,677 302,421 
Series 2014-GC19 Class A1, 1.199% 3/10/47 69,385 69,330 
Series 2014-GC21 Class A1, 1.242% 5/10/47 315,512 314,470 
Series 2014-GC25 Class A1, 1.485% 10/10/47 77,152 77,099 
Series 2015-GC27 Class A1, 1.353% 2/10/48 458,905 456,835 
Series 2015-GC31 Class A1, 1.637% 6/10/48 830,732 829,809 
Series 2015-GC33 Class A1, 1.643% 9/10/58 290,705 289,620 
Series 2015-P1 Class A1, 1.648% 9/15/48 291,296 291,094 
CLNS Trust floater Series 2017-IKPR Class A, 1.8% 6/11/32 (a)(b)(c) 515,000 515,475 
COMM Mortgage Trust:   
Series 2014-CR15 Class A1, 1.218% 2/10/47 413,224 412,322 
Series 2014-CR17 Class A1, 1.275% 5/10/47 200,501 199,990 
Series 2014-CR18 Class A1, 1.442% 7/15/47 307,939 307,656 
Series 2014-CR19 Class A1, 1.415% 8/10/47 301,296 300,447 
Series 2014-CR20 Class A1, 1.324% 11/10/47 211,129 210,384 
Series 2014-CR21 Class A1, 1.494% 12/10/47 121,898 121,644 
Series 2014-LC15 Class A1, 1.259% 4/10/47 365,719 364,719 
Series 2014-LC17 Class A1, 1.381% 10/10/47 224,509 223,835 
Series 2014-UBS2 Class A1, 1.298% 3/10/47 249,631 249,141 
Series 2014-UBS4 Class A1, 1.309% 8/10/47 121,144 120,816 
Series 2014-UBS5 Class A1, 1.373% 9/10/47 225,125 225,037 
Series 2014-UBS6 Class A1, 1.445% 12/10/47 333,588 333,001 
Series 2015-CCRE26 Class A1, 1.604% 10/10/48 405,753 404,706 
Series 2015-CR22 Class A1, 1.569% 3/10/48 154,496 154,290 
Series 2015-LC23 Class A2, 3.221% 10/10/48 1,400,000 1,444,707 
Series 2015-PC1 Class A1, 1.667% 7/10/50 1,027,609 1,028,307 
COMM Mortgage Trust pass-thru certificates Series 2014-TWC Class A, 1.84% 2/13/32 (a)(b) 400,000 400,753 
CSAIL Commercial Mortgage Trust:   
Series 2015-C1 Class A1, 1.684% 4/15/50 192,617 192,323 
Series 2015-C2 Class A1, 1.4544% 6/15/57 1,288,030 1,282,172 
Series 2015-C3 Class A1, 1.7167% 8/15/48 562,645 561,132 
Series 2015-C4 Class A1, 2.0102% 11/15/48 638,250 639,188 
Series 2016-C5 Class A1, 1.7466% 11/15/48 (a) 159,112 158,674 
CSMC Series 2015-TOWN Class A, 2.2444% 3/15/28 (a)(b) 3,644,000 3,641,014 
Freddie Mac pass-thru certificates:   
Series 2013-K502 Class A2, 1.426% 8/25/17 429,752 429,460 
Series K712 Class A1, 1.369% 5/25/19 71,503 71,441 
GAHR Commercial Mortgage Trust floater Series 2015-NRF Class AFL1, 2.2939% 12/15/34 (a)(b) 1,029,637 1,031,043 
GS Mortgage Securities Trust:   
floater Series 2014-GSFL Class A, 1.9939% 7/15/31 (a)(b) 460 455 
sequential payer Series 2013-GC13 Class A1, 1.206% 7/10/46 54,453 54,422 
Series 2014-GC22 Class A1, 1.29% 6/10/47 230,095 229,411 
Series 2014-GC24 Class A1, 1.509% 9/10/47 434,178 432,725 
Series 2015-GC28 Class A1, 1.528% 2/10/48 744,140 741,932 
Series 2015-GC32 Class A1, 1.593% 7/10/48 301,012 300,684 
Series 2016-GS3 Class A1, 1.429% 10/10/49 184,861 183,096 
Hospitality Mortgage Trust floater Series 2017-HIT Class A, 1.85% 5/8/30 (a)(b) 510,000 510,328 
Hyatt Hotel Portfolio Trust floater Series 2015-HYT Class A, 2.244% 11/15/29 (a)(b) 1,314,000 1,316,035 
JP Morgan Chase Commercial Mortgage Securities Trust Series 2015-JP1 Class A1, 1.949% 1/15/49 536,054 537,880 
JPMBB Commercial Mortgage Securities Trust:   
sequential payer Series 2014-C21 Class A1, 1.322% 8/15/47 208,854 208,374 
Series 2014-C19 Class A1, 1.2661% 4/15/47 115,283 115,143 
Series 2014-C22 Class A1, 1.451% 9/15/47 118,870 118,686 
Series 2014-C23 Class A1, 1.6502% 9/15/47 159,077 159,159 
Series 2014-C24 Class A1, 1.5386% 11/15/47 91,683 91,551 
Series 2014-C26 Class A1, 1.5962% 1/15/48 1,121,904 1,121,020 
Series 2015-C27 Class A1, 1.4137% 2/15/48 634,474 632,468 
Series 2015-C28 Class A1, 1.4451% 10/15/48 1,045,645 1,042,362 
JPMBB Commercial Mortgage Secutities Trust Series 2015-C29 Class A1, 1.6255% 5/15/48 328,742 328,401 
JPMCC Commercial Mortgage Securities Trust Series 2016-JP3 Class A1, 1.4615% 8/15/49 560,711 555,499 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater:   
Series 2014-BXH Class A, 1.8891% 4/15/27 (a)(b) 2,301,871 2,306,951 
Series 2014-FL5 Class A, 1.9739% 7/15/31 (a)(b) 1,064,126 1,064,791 
Series 2006-LDP7 Class AM, 6.1382% 4/17/45 (a) 17,217 17,186 
Series 2014-C20 Class A1, 1.2682% 7/15/47 249,520 248,750 
Series 2016-WP Class TA, 2.4439% 10/15/33 (a)(b) 1,293,000 1,299,470 
Lone Star Portfolio Trust floater Series 2015-LSP Class A1A2, 2.7939% 9/15/28 (a)(b) 1,503,078 1,507,825 
Morgan Stanley BAML Trust:   
sequential payer:   
Series 2013-C7 Class A2, 1.863% 2/15/46 2,170,643 2,173,687 
Series 2014-C18 Class A1, 1.686% 10/15/47 162,692 162,805 
Series 2014-C14 Class A1, 1.25% 2/15/47 79,011 78,737 
Series 2014-C16 Class A1, 1.294% 6/15/47 126,822 126,604 
Series 2014-C17 Class A1, 1.551% 8/15/47 339,304 338,922 
Series 2014-C19 Class A1, 1.573% 12/15/47 698,177 696,821 
Series 2015-C24 Class A1, 1.706% 5/15/48 501,375 500,301 
Series 2016-C30 Class A1, 1.389% 9/15/49 297,843 294,514 
Morgan Stanley Capital I Trust Series 2015-MS1 Class A1, 1.638% 5/15/48 555,648 555,004 
Waldorf Astoria Boca Raton Trust floater Series 2016-BOCA Class A, 2.3439% 6/15/29 (a)(b) 1,833,000 1,837,607 
Wells Fargo Commercial Mortgage Trust:   
Series 2014-LC18 Class A1, 1.437% 12/15/47 808,364 806,238 
Series 2015-C26 Class A1, 1.454% 2/15/48 399,946 398,821 
Series 2015-C27 Class A1, 1.73% 2/15/48 1,083,514 1,084,270 
Series 2015-C28 Class A1, 1.531% 5/15/48 412,584 411,706 
Series 2015-C31 Class A1, 1.679% 11/15/48 727,427 726,859 
Series 2015-LC20 Class A1, 1.471% 4/15/50 716,767 714,938 
Series 2015-NXS2 Class A2, 3.02% 7/15/58 1,180,000 1,208,147 
Series 2015-SG1 Class A1, 1.568% 9/15/48 385,054 384,645 
Series 2016-C32 Class A1, 1.577% 1/15/59 434,822 433,352 
Series 2016-LC24 Class A1, 1.441% 10/15/49 308,784 307,031 
WF-RBS Commercial Mortgage Trust:   
sequential payer Series 2013-C16 Class A1, 1.406% 9/15/46 114,607 114,519 
Series 2013-C17 Class A1, 1.154% 12/15/46 132,607 132,260 
Series 2013-UBS1 Class A1, 1.122% 3/15/46 122,870 122,424 
Series 2014-C20 Class A1, 1.283% 5/15/47 385,326 384,109 
Series 2014-C21 Class A1, 1.413% 8/15/47 505,398 503,996 
Series 2014-C22 Class A1, 1.479% 9/15/57 327,650 326,877 
Series 2014-C23 Class A1, 1.663% 10/15/57 176,433 176,499 
Series 2014-C24 Class A1, 1.39% 11/15/47 74,014 73,787 
Series 2014-LC14 Class A1, 1.193% 3/15/47 201,949 201,370 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $55,542,012)  55,492,392 
Municipal Securities - 0.4%   
Blytheville Indl. Dev. Rev. (Nucor Corp. Proj.) Series 2002, 0.94% 6/7/17, VRDN (a)(e) 5,900,000 5,900,000 
Florida State Board Administration Fin. Corp. Series 2016 A, 2.163% 7/1/19 1,085,000 1,094,049 
Indiana Fin. Auth. Econ. Dev. Rev. Bonds (Republic Svcs., Inc. Proj.) Series 2012, 1.2%, tender 6/1/17 (a)(e) 9,000,000 9,000,000 
Port Arthur Navigation District Envir. Facilities Rev. (Motiva Enterprises LLC Proj.) Series 2010 B, 1.4% 6/1/17, VRDN (a) 20,000,000 20,000,000 
Univ. of California Revs. Bonds Series 2011 Y1, 1.495%, tender 6/1/17 (a) 445,000 445,000 
TOTAL MUNICIPAL SECURITIES   
(Cost $36,430,000)  36,439,049 
Bank Notes - 0.2%   
Capital One NA 1.85% 9/13/19 1,525,000 1,514,445 
Citizens Bank NA 2.3% 12/3/18 335,000 336,492 
RBS Citizens NA 2.5% 3/14/19 1,200,000 1,210,208 
Regions Bank 7.5% 5/15/18 289,000 304,193 
Regions Financial Corp. 2.25% 9/14/18 785,000 787,656 
Union Bank NA 2.125% 6/16/17 1,330,000 1,330,414 
Wells Fargo Bank NA 1.65% 1/22/18 10,000,000 10,010,220 
TOTAL BANK NOTES   
(Cost $15,481,137)  15,493,628 
Commercial Paper - 1.3%   
Barclays Bank PLC/Barclays U.S. CCP Funding LLC yankee 1.3% 7/5/17 10,000,000 9,989,529 
Canadian Imperial Bank of Commerce 1.405% 11/2/17 (a) 10,000,000 10,014,790 
CVS Health Corp. 1.12% 6/2/17 9,000,000 8,999,428 
Dominion Resources, Inc. 1.32% 7/5/17 10,000,000 9,987,896 
Ford Motor Credit Co. LLC 0% 9/1/17 2,795,000 2,784,624 
Ontario Teachers' Finance Trust yankee:   
1.18% 6/23/17 $5,000,000 $4,997,049 
1.36% 11/10/17 9,000,000 8,951,263 
Rogers Communications, Inc. yankee:   
1.25% 6/12/17 2,200,000 2,199,138 
1.25% 6/20/17 10,000,000 9,993,344 
1.26% 6/6/17 4,000,000 3,999,229 
1.37% 7/25/17 11,000,000 10,978,523 
Sempra Global:   
1.25% 6/6/17 5,000,000 4,999,036 
1.27% 6/28/17 5,000,000 4,995,213 
1.45% 8/28/17 10,000,000 9,966,427 
UBS AG London Branch 1.1794% 12/22/17 (a) 10,000,000 9,998,640 
UnitedHealth Group, Inc. 1.11% 6/15/17 3,000,000 2,998,580 
Vodafone Group PLC yankee:   
1.6% 9/5/17 3,000,000 2,988,821 
1.6% 9/12/17 12,000,000 11,951,224 
VW Credit, Inc. 0% 9/18/17 1,540,000 1,533,285 
TOTAL COMMERCIAL PAPER   
(Cost $132,289,785)  132,326,039 
 Shares Value 
Fixed-Income Funds - 3.2%   
Bank Loan Funds - 3.2%   
Fidelity Floating Rate High Income Fund (f)   
(Cost $322,872,524) 33,066,444 319,752,512 
Short-Term Funds - 59.1%   
Short-Term Funds - 59.1%   
BlackRock Low Duration Bond Portfolio Investor A Shares 43,750,966 421,759,317 
Delaware Limited-Term Diversified Income Fund - Class A 25,891,579 220,337,339 
Fidelity Conservative Income Bond Fund Institutional Class (f) 95,730,787 961,137,099 
Fidelity Short-Term Bond Fund (f) 94,755,484 817,739,827 
Janus Short-Term Bond Fund - Class T 78,045,100 236,476,654 
JPMorgan Short Duration Bond Fund Class A 28,927,153 312,991,800 
Metropolitan West Low Duration Bond Fund - Class M 67,454,828 588,880,648 
PIMCO Enhanced Short Maturity Active ETF 3,958,945 402,624,707 
PIMCO Short-Term Fund - Administrator Class 172,990,921 1,698,770,823 
Prudential Short-Term Corporate Bond Fund, Inc. Class A 17,862,432 197,915,744 
TOTAL SHORT-TERM FUNDS   
(Cost $5,858,602,053)  5,858,633,958 
Money Market Funds - 10.6%   
Fidelity Cash Central Fund, 0.86% (g) 58,184,120 58,195,757 
Fidelity Investments Money Market Government Portfolio Institutional Class 0.69% (f)(h) 760,371,043 760,371,043 
Fidelity Investments Money Market Prime Reserves Portfolio - Institutional Class 1.02%(f) 225,507,734 225,552,835 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.72%(h) 12,590,474 12,590,474 
TOTAL MONEY MARKET FUNDS   
(Cost $1,056,710,109)  1,056,710,109 
TOTAL INVESTMENT PORTFOLIO - 100.2%   
(Cost $9,934,367,554)  9,938,471,925 
NET OTHER ASSETS (LIABILITIES) - (0.2)%  (17,534,804) 
NET ASSETS - 100%  $9,920,937,121 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Treasury Contracts    
336 CBOT 2-Year U.S. Treasury Note Contracts (United States) Sept. 2017 72,738,750 $67,709 
Sold    
Treasury Contracts    
134 CBOT 10-Year U.S. Treasury Note Contracts (United States) Sept. 2017 16,923,781 (53,606) 
TOTAL FUTURES CONTRACTS   $14,103 

The face value of futures purchased as a percentage of Net Assets is 0.7%

The face value of futures sold as a percentage of Net Assets is 0.2%

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 $537,855,042 or 5.4% of net assets.

 (c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

 (d) Coupon is inversely indexed to a floating interest rate multiplied by a specified factor. The price may be considerably more volatile than the price of a comparable fixed rate security.

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

 (f) Affiliated Fund

 (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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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.


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 $217,704 
Fidelity Securities Lending Cash Central Fund 13,990 
Total $231,694 

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 $555,896,700 $3,108,021 $8,075,857 $961,137,099 
Fidelity Conservative Income Municipal Bond Fund Institutional Class 31,749,413 46,189,890 77,853,860 179,940 -- 
Fidelity Floating Rate High Income Fund 258,214,134 84,285,518 31,306,369 12,876,102 319,752,512 
Fidelity Investments Money Market Government Portfolio Institutional Class 0.69% -- 975,860,237 215,489,194 2,643,868 760,371,043 
Fidelity Investments Money Market Portfolio Institutional Class 1.09% 185,202,811 -- 185,202,811 40,059 -- 
Fidelity Investments Money Market Prime Reserves Portfolio - Institutional Class 1.02% -- 225,552,835 -- 44,306 225,552,835 
Fidelity Short-Term Bond Fund 634,165,507 187,383,646 4,869,748 9,051,555 817,739,827 
Total $1,516,913,875 $2,075,168,826 $517,830,003 $32,911,687 $3,084,553,316 

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $1,616,282,228 $-- $1,616,282,228 $-- 
U.S. Government and Government Agency Obligations 73,715,063 -- 73,715,063 -- 
U.S. Government Agency - Mortgage Securities 32,856,960 -- 32,856,960 -- 
Asset-Backed Securities 662,672,366 -- 662,672,366 -- 
Collateralized Mortgage Obligations 78,097,621 -- 78,097,621 -- 
Commercial Mortgage Securities 55,492,392 -- 55,492,392 -- 
Municipal Securities 36,439,049 -- 36,439,049 -- 
Bank Notes 15,493,628 -- 15,493,628 -- 
Commercial Paper 132,326,039 -- 132,326,039 -- 
Fixed-Income Funds 319,752,512 319,752,512 -- -- 
Short-Term Funds 5,858,633,958 5,858,633,958 -- -- 
Money Market Funds 1,056,710,109 1,056,710,109 -- -- 
Total Investments in Securities: $9,938,471,925 $7,235,096,579 $2,703,375,346 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $67,709 $67,709 $-- $-- 
Total Assets $67,709 $67,709 $-- $-- 
Liabilities     
Futures Contracts $(53,606) $(53,606) $-- $-- 
Total Liabilities $(53,606) $(53,606) $-- $-- 
Total Derivative Instruments: $14,103 $14,103 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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 
Interest Rate Risk   
Futures Contracts(a) $67,709 $(53,606) 
Total Interest Rate Risk 67,709 (53,606) 
Total Value of Derivatives $67,709 $(53,606) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $6,797,262,668) 
$6,795,722,851  
Fidelity Central Funds (cost $58,195,757) 58,195,757  
Affiliated issuers (cost $3,078,909,129) 3,084,553,317  
Total Investments (cost $9,934,367,554)  $9,938,471,925 
Cash  1,387,706 
Receivable for investments sold  2,980,900 
Receivable for fund shares sold  7,266,044 
Dividends receivable  3,331,937 
Interest receivable  6,457,488 
Distributions receivable from Fidelity Central Funds  55,606 
Prepaid expenses  44,485 
Other receivables  115,273 
Total assets  9,960,111,364 
Liabilities   
Payable for investments purchased   
Regular delivery $25,976,507  
Delayed delivery 4,144,240  
Payable for fund shares redeemed 7,143,321  
Distributions payable 1,014,834  
Accrued management fee 243,082  
Payable for daily variation margin for derivative instruments 13,594  
Other affiliated payables 469,247  
Other payables and accrued expenses 169,418  
Total liabilities  39,174,243 
Net Assets  $9,920,937,121 
Net Assets consist of:   
Paid in capital  $9,931,226,218 
Undistributed net investment income  3,075,139 
Accumulated undistributed net realized gain (loss) on investments  (17,482,710) 
Net unrealized appreciation (depreciation) on investments  4,118,474 
Net Assets, for 986,722,898 shares outstanding  $9,920,937,121 
Net Asset Value, offering price and redemption price per share ($9,920,937,121 ÷ 986,722,898 shares)  $10.05 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $53,347,164 
Affiliated issuers  32,911,687 
Interest  35,345,862 
Income from Fidelity Central Funds  231,694 
Total income  121,836,407 
Expenses   
Management fee $23,588,277  
Transfer agent fees 4,129,817  
Accounting fees 1,308,946  
Custodian fees and expenses 62,974  
Independent trustees' fees and expenses 96,736  
Registration fees 160,684  
Audit 68,195  
Legal 43,084  
Miscellaneous 164,320  
Total expenses before reductions 29,623,033  
Expense reductions (20,891,725) 8,731,308 
Net investment income (loss)  113,105,099 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (1,222,836)  
Fidelity Central Funds 91  
Affiliated issuers (1,708,573)  
Futures contracts (38,742)  
Realized gain distributions from underlying funds:   
Unaffiliated issuers 1,286,501  
Affiliated issuers 116,789  
Total net realized gain (loss)  (1,566,770) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
28,514,922  
Futures contracts 14,103  
Total change in net unrealized appreciation (depreciation)  28,529,025 
Net gain (loss)  26,962,255 
Net increase (decrease) in net assets resulting from operations  $140,067,354 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $113,105,099 $78,391,488 
Net realized gain (loss) (1,566,770) (13,672,397) 
Change in net unrealized appreciation (depreciation) 28,529,025 (20,489,082) 
Net increase (decrease) in net assets resulting from operations 140,067,354 44,230,009 
Distributions to shareholders from net investment income (106,812,751) (79,865,336) 
Distributions to shareholders from net realized gain – (4,355,761) 
Total distributions (106,812,751) (84,221,097) 
Share transactions   
Proceeds from sales of shares 5,170,553,145 2,087,345,698 
Reinvestment of distributions 100,841,024 84,143,145 
Cost of shares redeemed (1,977,465,881) (2,800,007,460) 
Net increase (decrease) in net assets resulting from share transactions 3,293,928,288 (628,518,617) 
Total increase (decrease) in net assets 3,327,182,891 (668,509,705) 
Net Assets   
Beginning of period 6,593,754,230 7,262,263,935 
End of period $9,920,937,121 $6,593,754,230 
Other Information   
Undistributed net investment income end of period $3,075,139 $– 
Distributions in excess of net investment income end of period $– $(4,252,047) 
Shares   
Sold 515,147,452 208,925,720 
Issued in reinvestment of distributions 10,048,630 8,414,508 
Redeemed (197,070,314) (280,149,151) 
Net increase (decrease) 328,125,768 (62,808,923) 

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


Financial Highlights — Strategic Advisers Short Duration Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $10.01 $10.07 $10.10 $10.09 $10.06 
Income from Investment Operations      
Net investment income (loss)A .136 .115 .095 .077 .087 
Net realized and unrealized gain (loss) .033 (.051) (.028) .020 .040 
Total from investment operations .169 .064 .067 .097 .127 
Distributions from net investment income (.129) (.118) (.093) (.079) (.089) 
Distributions from net realized gain – (.006) (.004) (.008) (.008) 
Total distributions (.129) (.124) (.097) (.087) (.097) 
Net asset value, end of period $10.05 $10.01 $10.07 $10.10 $10.09 
Total ReturnB 1.69% .64% .66% .96% 1.27% 
Ratios to Average Net AssetsC      
Expenses before reductions .36% .36% .35% .36% .38% 
Expenses net of fee waivers, if any .10% .11% .10% .11% .13% 
Expenses net of all reductions .10% .11% .10% .11% .13% 
Net investment income (loss) 1.36% 1.15% .94% .76% .87% 
Supplemental Data      
Net assets, end of period (000 omitted) $9,920,937 $6,593,754 $7,262,264 $5,869,152 $6,225,396 
Portfolio turnover rateD 26% 33% 16% 31% 17%E 

 A Calculated based on average shares outstanding during the period.

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

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

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

 E 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 and commercial paper 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.

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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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, futures contracts, 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 $32,029,579 
Gross unrealized depreciation (29,393,173) 
Net unrealized appreciation (depreciation) on securities $2,636,406 
Tax Cost $9,935,835,519 

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

Undistributed ordinary income $2,319,964 
Capital loss carryforward $(15,130,195) 
Net unrealized appreciation (depreciation) on securities and other investments $2,636,406 

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

No expiration  
Short-term $(2,590,072) 
Long-term (12,540,123) 
Total capital loss carryforward $(15,130,195) 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $106,812,751 $ 82,043,216 
Long-term Capital Gains – 2,177,881 
Total $106,812,751 $ 84,221,097 

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

New Accounting Pronouncement. In March 2017, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU), ASU 2017-08, which amends the amortization period for certain callable debt securities that are held at a premium. The amendment requires the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount. The ASU is effective for annual periods beginning after December 15, 2019. Management is currently evaluating the potential impact of these changes to the financial statements.

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.

During the period the Fund recognized net realized gain (loss) of $(38,742) and a change in net unrealized appreciation (depreciation) of $14,103 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, and U.S. government securities, aggregated $4,853,763,414 and $1,708,383,992, 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 .55% of the Fund's average net assets. For the reporting period, the total annual 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 annual rate of .05% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions, and is paid by the investment adviser or an affiliate.

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. Investments in Fidelity Central Funds.

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

The Fidelity Cash Central Fund and Securities Lending Cash Central Fund seek preservation of capital and current income and are 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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 $20,653 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. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $13,990.

9. 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 $20,849,026.

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 $42,041.

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 $658.

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.

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 the 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 Investments Money Market Prime Reserves Portfolio 11% 
Fidelity Short-Term Bond Fund 13% 

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Short Duration Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Short Duration Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Short Duration Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 18, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

As a shareholder of a 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 Funds 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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Actual .10% $1,000.00 $1,009.50 $.50 
Hypothetical-C  $1,000.00 $1,024.43 $.50 

 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 182/365 (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


Distributions (Unaudited)

A total of 1.82% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

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

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

ASD-ANN-0717
1.934458.105


Strategic Advisers® Core Multi-Manager Fund



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Core Multi-Manager Fund 17.03% 14.49% 14.23% 

 A From November 16, 2011


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Multi-Manager Fund, a class of the fund, on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.


Period Ending Values

$20,901Strategic Advisers® Core Multi-Manager Fund

$21,955S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 17%, slightly trailing the benchmark S&P 500®. Underlying managers focused on growth and emphasizing economically sensitive market sectors aided the Fund’s relative performance, as growth-oriented stocks and strategies generally delivered the best results this period. Sub-adviser AllianceBernstein was the top relative contributor, as its momentum-oriented approach toward seeking companies that it believes have the potential to generate strong earnings growth helped it over- and underweight the right sectors this period. Sub-adviser JPMorgan Investment Management’s all-weather, large-cap core strategy also contributed, bolstered by its emphasis on economically sensitive market sectors and corresponding de-emphasis of more defensive groups. The U.S. Equity strategy managed by sub-adviser FIAM® contributed slightly. FIAM’s emphasis on valuation led it to underweight real estate and consumer staples – sectors FIAM believed were overvalued – and to overweight financials and energy. There were no relative detractors this period, as the four managers in the Fund all contributed something to relative performance.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc.(a) 3.1 2.1 
Alphabet, Inc. Class C 3.1 2.8 
Microsoft Corp. 2.6 2.2 
PepsiCo, Inc. 2.1 1.5 
Honeywell International, Inc. 2.0 2.4 
Bank of America Corp.(a) 1.7 1.9 
Northrop Grumman Corp. 1.5 0.9 
McDonald's Corp. 1.5 0.0 
Amazon.com, Inc. 1.4 0.7 
Norfolk Southern Corp. 1.4 0.0 
 20.4  

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


Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 22.5 20.3 
Consumer Discretionary 13.3 12.4 
Financials 11.6 14.3 
Health Care 11.6 11.3 
Industrials 11.1 11.1 

Asset Allocation (% of fund's net assets)

As of May 31, 2017  
   Common Stocks 93.5% 
   Sector Funds 0.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.6% 


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


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 93.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 13.3%   
Auto Components - 0.2%   
Delphi Automotive PLC 1,221 $107,411 
Automobiles - 0.2%   
Ford Motor Co. 10,760 119,651 
General Motors Co. 745 25,278 
  144,929 
Hotels, Restaurants & Leisure - 2.9%   
Carnival Corp. 1,474 94,439 
Hilton, Inc. 1,429 94,986 
Las Vegas Sands Corp. 172 10,170 
McDonald's Corp. 6,276 946,986 
MGM Mirage, Inc. 3,456 109,624 
Restaurant Brands International, Inc. 2,197 134,421 
Royal Caribbean Cruises Ltd. 1,512 166,592 
Starbucks Corp. 4,605 292,924 
  1,850,142 
Household Durables - 0.5%   
Lennar Corp. Class A 3,103 159,215 
Mohawk Industries, Inc. (a) 266 63,654 
PulteGroup, Inc. 3,520 79,798 
Toll Brothers, Inc. 1,345 49,644 
  352,311 
Internet & Direct Marketing Retail - 1.7%   
Amazon.com, Inc. (a) 898 893,169 
Priceline Group, Inc. (a) 83 155,798 
  1,048,967 
Media - 5.1%   
CBS Corp. Class B 2,312 141,286 
Charter Communications, Inc. Class A (a) 675 233,246 
Comcast Corp. Class A 16,670 694,972 
DISH Network Corp. Class A (a) 3,462 220,772 
The Madison Square Garden Co. (a) 2,408 470,547 
The Walt Disney Co. 4,707 508,074 
Time Warner, Inc. 6,978 694,241 
Twenty-First Century Fox, Inc. Class A 7,622 206,709 
Viacom, Inc. Class B (non-vtg.) 708 24,631 
  3,194,478 
Multiline Retail - 0.1%   
Target Corp. 984 54,268 
Specialty Retail - 2.3%   
Home Depot, Inc. 1,526 234,256 
Lowe's Companies, Inc. 9,183 723,345 
O'Reilly Automotive, Inc. (a) 825 199,716 
TJX Companies, Inc. 3,766 283,241 
  1,440,558 
Textiles, Apparel & Luxury Goods - 0.3%   
NIKE, Inc. Class B 3,148 166,813 
TOTAL CONSUMER DISCRETIONARY  8,359,877 
CONSUMER STAPLES - 8.9%   
Beverages - 3.8%   
Coca-Cola European Partners PLC 8,322 341,535 
Constellation Brands, Inc. Class A (sub. vtg.) 2,008 366,962 
Diageo PLC 733 22,033 
Molson Coors Brewing Co. Class B 2,057 194,983 
PepsiCo, Inc. 11,100 1,297,257 
The Coca-Cola Co. 2,659 120,905 
  2,343,675 
Food & Staples Retailing - 0.9%   
Costco Wholesale Corp. 112 20,208 
CVS Health Corp. 758 58,237 
Kroger Co. 5,247 156,256 
Wal-Mart Stores, Inc. 2,039 160,265 
Walgreens Boots Alliance, Inc. 2,384 193,152 
  588,118 
Food Products - 1.8%   
Campbell Soup Co. 2,800 161,420 
Mondelez International, Inc. 9,133 425,506 
The Hershey Co. 2,365 272,614 
The Kraft Heinz Co. 2,937 270,791 
  1,130,331 
Household Products - 0.4%   
Procter & Gamble Co. 3,022 266,208 
Personal Products - 0.8%   
Estee Lauder Companies, Inc. Class A 5,134 483,315 
Unilever NV (NY Reg.) 355 20,157 
  503,472 
Tobacco - 1.2%   
Altria Group, Inc. 5,666 427,443 
Philip Morris International, Inc. 2,618 313,636 
  741,079 
TOTAL CONSUMER STAPLES  5,572,883 
ENERGY - 4.7%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 142 7,831 
Schlumberger Ltd. 492 34,238 
  42,069 
Oil, Gas & Consumable Fuels - 4.6%   
Anadarko Petroleum Corp. 4,102 207,274 
Apache Corp. 1,285 60,087 
Chevron Corp. 4,165 430,994 
Concho Resources, Inc. (a) 1,026 130,076 
ConocoPhillips Co. 3,226 144,170 
Diamondback Energy, Inc. (a) 1,836 170,307 
EOG Resources, Inc. 5,590 504,833 
EQT Corp. 2,627 145,194 
Exxon Mobil Corp. 122 9,821 
Imperial Oil Ltd. 1,413 39,978 
Kinder Morgan, Inc. 3,906 73,277 
Occidental Petroleum Corp. 5,330 314,097 
Phillips 66 Co. 1,833 139,510 
Pioneer Natural Resources Co. 1,620 270,313 
Suncor Energy, Inc. 4,183 130,923 
The Williams Companies, Inc. 3,786 108,280 
  2,879,134 
TOTAL ENERGY  2,921,203 
FINANCIALS - 11.6%   
Banks - 6.3%   
Bank of America Corp. (b) 47,310 1,060,217 
Citigroup, Inc. (b) 13,222 800,460 
JPMorgan Chase & Co. (b) 8,141 668,783 
KeyCorp 7,871 137,506 
PNC Financial Services Group, Inc. 684 81,191 
SVB Financial Group (a) 850 144,925 
U.S. Bancorp 9,262 471,343 
Wells Fargo & Co. 11,278 576,757 
  3,941,182 
Capital Markets - 2.8%   
Ameriprise Financial, Inc. 920 111,127 
Bank of New York Mellon Corp. 4,309 203,040 
Charles Schwab Corp. 6,519 252,611 
Goldman Sachs Group, Inc. 1,675 353,861 
IntercontinentalExchange, Inc. 3,323 200,011 
KKR & Co. LP 8,299 152,868 
Morgan Stanley 8,197 342,143 
State Street Corp. (b) 1,669 135,957 
  1,751,618 
Consumer Finance - 0.4%   
Capital One Financial Corp. 2,755 211,915 
Diversified Financial Services - 0.8%   
Berkshire Hathaway, Inc. Class B (a) 2,746 453,859 
Voya Financial, Inc. 1,773 60,601 
  514,460 
Insurance - 1.3%   
American International Group, Inc. 3,029 192,735 
Arthur J. Gallagher & Co. 1,703 96,611 
Athene Holding Ltd. 2,559 126,108 
Chubb Ltd. 1,535 219,797 
Marsh & McLennan Companies, Inc. 459 35,600 
Progressive Corp. 3,760 159,537 
  830,388 
TOTAL FINANCIALS  7,249,563 
HEALTH CARE - 11.6%   
Biotechnology - 1.4%   
Alexion Pharmaceuticals, Inc. (a) 534 52,348 
Amgen, Inc. 703 109,134 
Biogen, Inc. (a) 642 159,068 
Biohaven Pharmaceutical Holding Co. Ltd. 363 9,151 
BioMarin Pharmaceutical, Inc. (a) 634 55,564 
Celgene Corp. (a) 2,139 244,723 
Gilead Sciences, Inc. 514 33,353 
Intercept Pharmaceuticals, Inc. (a) 100 11,190 
Regeneron Pharmaceuticals, Inc. (a) 54 24,789 
Vertex Pharmaceuticals, Inc. (a) 1,576 194,794 
  894,114 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 3,870 176,704 
Becton, Dickinson & Co. 24 4,542 
Boston Scientific Corp. (a) 11,150 301,385 
Danaher Corp. 7,194 611,058 
Medtronic PLC 884 74,504 
Zimmer Biomet Holdings, Inc. 868 103,474 
  1,271,667 
Health Care Providers & Services - 2.4%   
Aetna, Inc. 3,426 496,290 
Anthem, Inc. 232 42,305 
Cardinal Health, Inc. 100 7,429 
Cigna Corp. 229 36,922 
Express Scripts Holding Co. (a) 346 20,674 
Humana, Inc. 581 134,943 
McKesson Corp. 362 59,039 
UnitedHealth Group, Inc. 4,007 701,946 
  1,499,548 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 2,087 125,930 
Pharmaceuticals - 5.5%   
Allergan PLC 1,408 315,040 
AstraZeneca PLC sponsored ADR 540 18,571 
Bayer AG 31 4,119 
Bristol-Myers Squibb Co. 4,235 228,478 
Eli Lilly & Co. 5,220 415,355 
GlaxoSmithKline PLC sponsored ADR 2,905 128,488 
Johnson & Johnson 6,235 799,639 
Merck & Co., Inc. 1,805 117,524 
Novartis AG sponsored ADR 133 10,875 
Pfizer, Inc. 18,090 590,639 
Sanofi SA 244 24,169 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,523 42,431 
Zoetis, Inc. Class A 11,987 746,550 
  3,441,878 
TOTAL HEALTH CARE  7,233,137 
INDUSTRIALS - 11.1%   
Aerospace & Defense - 2.2%   
General Dynamics Corp. 746 151,625 
L3 Technologies, Inc. 573 96,602 
Northrop Grumman Corp. 3,699 958,855 
The Boeing Co. 333 62,481 
United Technologies Corp. 935 113,397 
  1,382,960 
Air Freight & Logistics - 0.2%   
FedEx Corp. 168 32,565 
United Parcel Service, Inc. Class B 764 80,961 
  113,526 
Airlines - 0.8%   
Delta Air Lines, Inc. 6,181 303,673 
United Continental Holdings, Inc. (a) 2,492 198,538 
  502,211 
Building Products - 0.4%   
Allegion PLC 1,800 141,534 
Masco Corp. 3,361 125,197 
  266,731 
Electrical Equipment - 0.7%   
Fortive Corp. 6,503 406,112 
Industrial Conglomerates - 3.1%   
General Electric Co. 23,931 655,231 
Honeywell International, Inc. 9,582 1,274,310 
  1,929,541 
Machinery - 0.9%   
Ingersoll-Rand PLC 2,603 233,229 
PACCAR, Inc. 1,771 111,502 
Stanley Black & Decker, Inc. 1,673 230,272 
  575,003 
Road & Rail - 2.7%   
Canadian Pacific Railway Ltd. 675 106,793 
CSX Corp. (b) 6,357 344,359 
Norfolk Southern Corp. 6,962 863,497 
Union Pacific Corp. 3,623 399,617 
  1,714,266 
Trading Companies & Distributors - 0.1%   
HD Supply Holdings, Inc. (a) 1,850 74,648 
TOTAL INDUSTRIALS  6,964,998 
INFORMATION TECHNOLOGY - 22.5%   
Communications Equipment - 0.7%   
Cisco Systems, Inc. 14,501 457,217 
Electronic Equipment & Components - 1.5%   
Amphenol Corp. Class A 7,819 583,297 
TE Connectivity Ltd. 4,663 367,678 
  950,975 
Internet Software & Services - 5.1%   
Alphabet, Inc.:   
Class A (a) 174 171,754 
Class C (a) 2,027 1,955,771 
eBay, Inc. (a) 10,566 362,414 
Facebook, Inc. Class A (a) 4,750 719,435 
Velti PLC (a)(c) 976 
  3,209,376 
IT Services - 3.0%   
Accenture PLC Class A 2,647 329,472 
Cognizant Technology Solutions Corp. Class A 3,476 232,579 
IBM Corp. 1,287 196,435 
MasterCard, Inc. Class A 646 79,380 
PayPal Holdings, Inc. (a) 3,162 165,088 
Visa, Inc. Class A 7,887 751,079 
WEX, Inc. (a) 853 87,142 
  1,841,175 
Semiconductors & Semiconductor Equipment - 4.5%   
Analog Devices, Inc. 8,764 751,601 
Broadcom Ltd. 2,190 524,461 
Intel Corp. 5,064 182,861 
Microchip Technology, Inc. 1,543 128,532 
Micron Technology, Inc. (a) 3,398 104,556 
NVIDIA Corp. 651 93,972 
NXP Semiconductors NV (a) 1,140 125,286 
Qualcomm, Inc. 5,000 286,350 
Texas Instruments, Inc. 5,689 469,286 
Xilinx, Inc. 2,325 155,101 
  2,822,006 
Software - 4.4%   
Activision Blizzard, Inc. 1,798 105,327 
Adobe Systems, Inc. (a) 2,515 356,778 
Electronic Arts, Inc. (a) 827 93,724 
Microsoft Corp. 23,440 1,637,050 
Oracle Corp. 6,662 302,388 
Salesforce.com, Inc. (a) 96 8,605 
Snap, Inc. Class A (a) 2,267 48,083 
Take-Two Interactive Software, Inc. (a) 1,540 118,180 
Workday, Inc. Class A (a) 827 82,683 
  2,752,818 
Technology Hardware, Storage & Peripherals - 3.3%   
Apple, Inc. (b) 12,876 1,966,933 
Western Digital Corp. 1,161 104,560 
  2,071,493 
TOTAL INFORMATION TECHNOLOGY  14,105,060 
MATERIALS - 4.0%   
Chemicals - 3.2%   
Air Products & Chemicals, Inc. 1,903 274,146 
E.I. du Pont de Nemours & Co. 3,337 263,356 
Eastman Chemical Co. 2,250 180,248 
LyondellBasell Industries NV Class A 460 37,039 
Monsanto Co. 2,260 265,369 
Potash Corp. of Saskatchewan, Inc. 20,691 341,723 
PPG Industries, Inc. 70 7,445 
Praxair, Inc. 4,250 562,233 
The Mosaic Co. 2,575 58,272 
  1,989,831 
Construction Materials - 0.1%   
Vulcan Materials Co. 493 61,452 
Containers & Packaging - 0.7%   
Berry Global Group, Inc. (a) 2,745 159,183 
Crown Holdings, Inc. (a) 1,839 106,184 
Packaging Corp. of America 1,020 104,203 
WestRock Co. 1,346 73,249 
  442,819 
TOTAL MATERIALS  2,494,102 
REAL ESTATE - 1.2%   
Equity Real Estate Investment Trusts (REITs) - 1.2%   
American Tower Corp. 102 13,381 
AvalonBay Communities, Inc. 620 118,569 
Crown Castle International Corp. 4,207 427,642 
Public Storage 332 71,496 
Vornado Realty Trust 1,289 118,846 
  749,934 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 0.7%   
AT&T, Inc. 4,307 165,949 
Verizon Communications, Inc. 5,426 253,069 
  419,018 
Wireless Telecommunication Services - 0.4%   
T-Mobile U.S., Inc. (a) 4,321 291,322 
TOTAL TELECOMMUNICATION SERVICES  710,340 
UTILITIES - 3.5%   
Electric Utilities - 3.4%   
Edison International 1,699 138,587 
Exelon Corp. 1,517 55,082 
Fortis, Inc. 3,890 127,903 
Fortis, Inc. 7,354 242,094 
NextEra Energy, Inc. 5,661 800,692 
PG&E Corp. 2,108 144,145 
PPL Corp. 11,335 452,380 
Xcel Energy, Inc. 3,084 147,754 
  2,108,637 
Multi-Utilities - 0.1%   
CMS Energy Corp. 2,056 97,475 
TOTAL UTILITIES  2,206,112 
TOTAL COMMON STOCKS   
(Cost $44,105,673)  58,567,209 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c) 151 5,018 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A 6.125% 100 5,316 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $11,909)  10,334 
Equity Funds - 0.9%   
Sector Funds - 0.9%   
iShares NASDAQ Biotechnology Index ETF   
(Cost $524,252) 1,861 531,781 
U.S. Treasury Obligations - 0.2%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.75% to 0.86% 6/22/17 to 8/3/17 (d)   
(Cost $109,882) $110,000 109,873 
Money Market Funds - 5.2%   
 Shares  
Invesco Government & Agency Portfolio Institutional Class 0.71%(e)   
(Cost $3,274,884) 3,274,884 3,274,884 
TOTAL INVESTMENT PORTFOLIO - 99.8%   
(Cost $48,026,600)  62,494,081 
NET OTHER ASSETS (LIABILITIES) - 0.2%  113,883 
NET ASSETS - 100%  $62,607,964 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Apple, Inc. 7/21/17 - $155.00 $106 $(303) 
Bank of America Corp. 8/18/17 - $26.00 12 204 (126) 
Citigroup, Inc. 8/18/17 - $65.00 831 (438) 
CSX Corp. 7/21/17 - $52.50 308 (630) 
JPMorgan Chase & Co. 8/18/17 - $90.00 285 (123) 
State Street Corp. 8/18/17 - $85.00 274 (299) 
TOTAL WRITTEN OPTIONS   $2,008 $(1,919) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
17 CME E-mini S&P 500 Index Contracts (United States) June 2017 2,049,435 $38,585 

The face value of futures purchased as a percentage of Net Assets is 3.3%

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 $130,263.

 (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 $5,020 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 $91,898.

 (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 May 31, 2017, 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 $8,364,895 $8,359,877 $-- $5,018 
Consumer Staples 5,572,883 5,550,850 22,033 -- 
Energy 2,921,203 2,921,203 -- -- 
Financials 7,249,563 7,249,563 -- -- 
Health Care 7,238,453 7,204,849 33,604 -- 
Industrials 6,964,998 6,964,998 -- -- 
Information Technology 14,105,060 14,105,060 -- -- 
Materials 2,494,102 2,494,102 -- -- 
Real Estate 749,934 749,934 -- -- 
Telecommunication Services 710,340 710,340 -- -- 
Utilities 2,206,112 2,206,112 -- -- 
Equity Funds 531,781 531,781 -- -- 
Other Short-Term Investments  109,873 -- 109,873 -- 
Money Market Funds 3,274,884 3,274,884 -- -- 
Total Investments in Securities: $62,494,081 $62,323,553 $165,510 $5,018 
Derivative Instruments:     
Assets     
Futures Contracts $38,585 $38,585 $-- $-- 
Total Assets $38,585 $38,585 $-- $-- 
Liabilities     
Written Options $(1,919) $(1,919) $-- $-- 
Total Liabilities $(1,919) $(1,919) $-- $-- 
Total Derivative Instruments: $36,666 $36,666 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $38,585 $0 
Written Options(b) (1,919) 
Total Equity Risk 38,585 (1,919) 
Total Value of Derivatives $38,585 $(1,919) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $48,026,600) 
 $62,494,081 
Foreign currency held at value (cost $2,554)  2,532 
Receivable for investments sold  1,337,562 
Receivable for fund shares sold  2,676 
Dividends receivable  114,939 
Interest receivable  2,011 
Receivable for daily variation margin for derivative instruments  340 
Prepaid expenses  302 
Receivable from investment adviser for expense reductions  3,731 
Other receivables  990 
Total assets  63,959,164 
Liabilities   
Payable to custodian bank $2,635  
Payable for investments purchased 1,190,182  
Payable for fund shares redeemed 50,871  
Accrued management fee 31,096  
Distribution and service plan fees payable 28  
Written options, at value (premium received $2,008) 1,919  
Other affiliated payables 6,403  
Other payables and accrued expenses 68,066  
Total liabilities  1,351,200 
Net Assets  $62,607,964 
Net Assets consist of:   
Paid in capital  $45,820,192 
Undistributed net investment income  212,114 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  2,069,522 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  14,506,136 
Net Assets  $62,607,964 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($58,221,026 ÷ 4,518,021 shares)  $12.89 
Class F:   
Net Asset Value, offering price and redemption price per share ($4,118,450 ÷ 318,022 shares)  $12.95 
Class L:   
Net Asset Value, offering price and redemption price per share ($134,838 ÷ 10,463 shares)  $12.89 
Class N:   
Net Asset Value, offering price and redemption price per share ($133,650 ÷ 10,385 shares)  $12.87 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $1,014,343 
Interest  14,037 
Total income  1,028,380 
Expenses   
Management fee $349,024  
Transfer agent fees 53,073  
Distribution and service plan fees 313  
Accounting fees and expenses 22,623  
Custodian fees and expenses 87,417  
Independent trustees' fees and expenses 692  
Registration fees 42,779  
Audit 69,719  
Legal 6,956  
Miscellaneous 2,280  
Total expenses before reductions 634,876  
Expense reductions (114,603) 520,273 
Net investment income (loss)  508,107 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,329,904  
Foreign currency transactions 1,070  
Futures contracts 365,269  
Written options 4,429  
Total net realized gain (loss)  4,700,672 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
3,978,310  
Assets and liabilities in foreign currencies 18  
Futures contracts (71,122)  
Written options 89  
Total change in net unrealized appreciation (depreciation)  3,907,295 
Net gain (loss)  8,607,967 
Net increase (decrease) in net assets resulting from operations  $9,116,074 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $508,107 $490,739 
Net realized gain (loss) 4,700,672 3,376,503 
Change in net unrealized appreciation (depreciation) 3,907,295 (3,873,441) 
Net increase (decrease) in net assets resulting from operations 9,116,074 (6,199) 
Distributions to shareholders from net investment income (471,794) (513,897) 
Distributions to shareholders from net realized gain (4,835,255) (4,359,150) 
Total distributions (5,307,049) (4,873,047) 
Share transactions - net increase (decrease) 3,335,131 (3,202,704) 
Total increase (decrease) in net assets 7,144,156 (8,081,950) 
Net Assets   
Beginning of period 55,463,808 63,545,758 
End of period $62,607,964 $55,463,808 
Other Information   
Undistributed net investment income end of period $212,114 $175,050 

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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $12.11 $13.07 $14.28 $13.02 $10.61 
Income from Investment Operations      
Net investment income (loss)A .11 .10 .10 .11 .13 
Net realized and unrealized gain (loss) 1.82 (.04) 1.28 2.27 2.60 
Total from investment operations 1.93 .06 1.38 2.38 2.73 
Distributions from net investment income (.10) (.11) (.12) (.11) (.12) 
Distributions from net realized gain (1.05) (.91) (2.47) (1.02) (.20) 
Total distributions (1.15) (1.02) (2.59) (1.12)B (.32) 
Net asset value, end of period $12.89 $12.11 $13.07 $14.28 $13.02 
Total ReturnC 17.03% .61% 10.70% 19.49% 26.33% 
Ratios to Average Net AssetsD      
Expenses before reductions 1.10% 1.20% 1.14% 1.21% 1.03% 
Expenses net of fee waivers, if any .90% .97% .97% .97% .97% 
Expenses net of all reductions .90% .97% .97% .97% .96% 
Net investment income (loss) .87% .84% .78% .80% 1.12% 
Supplemental Data      
Net assets, end of period (000 omitted) $58,221 $52,330 $60,606 $60,938 $67,623 
Portfolio turnover rateE 151% 143% 151% 134% 95% 

 A Calculated based on average shares outstanding during the period.

 B 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.

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

 D 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. 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.

 E 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

Years ended May 31, 2017 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 .12 .11 .11 .12 .06 
Net realized and unrealized gain (loss) 1.83 (.04) 1.28 2.28 1.46 
Total from investment operations 1.95 .07 1.39 2.40 1.52 
Distributions from net investment income (.10) (.11) (.12) (.11) (.08) 
Distributions from net realized gain (1.05) (.91) (2.47) (1.02) (.04) 
Total distributions (1.15) (1.02) (2.59) (1.12)C (.12) 
Net asset value, end of period $12.95 $12.15 $13.10 $14.30 $13.02 
Total ReturnD,E 17.14% .69% 10.78% 19.66% 13.22% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.00% 1.10% 1.05% 1.11% .96%G 
Expenses net of fee waivers, if any .81% .87% .87% .87% .87%G 
Expenses net of all reductions .81% .87% .87% .87% .86%G 
Net investment income (loss) .96% .93% .88% .90% 1.02%G 
Supplemental Data      
Net assets, end of period (000 omitted) $4,118 $2,891 $2,698 $1,527 $285 
Portfolio turnover rateH 151% 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

Years ended May 31, 2017 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 .11 .10 .10 .07 
Net realized and unrealized gain (loss) 1.82 (.04) 1.27 1.19 
Total from investment operations 1.93 .06 1.37 1.26 
Distributions from net investment income (.10) (.11) (.12) (.06) 
Distributions from net realized gain (1.05) (.91) (2.47) (.41) 
Total distributions (1.15) (1.02) (2.59) (.47) 
Net asset value, end of period $12.89 $12.11 $13.07 $14.29 
Total ReturnC,D 17.03% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE     
Expenses before reductions 1.10% 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90% .97% .97% .97%F 
Expenses net of all reductions .90% .97% .97% .97%F 
Net investment income (loss) .87% .83% .78% .90%F 
Supplemental Data     
Net assets, end of period (000 omitted) $135 $122 $121 $109 
Portfolio turnover rateG 151% 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

Years ended May 31, 2017 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 .08 .07 .07 .05 
Net realized and unrealized gain (loss) 1.81 (.04) 1.28 1.18 
Total from investment operations 1.89 .03 1.35 1.23 
Distributions from net investment income (.07) (.08) (.09) (.06) 
Distributions from net realized gain (1.05) (.91) (2.47) (.41) 
Total distributions (1.12) (.99) (2.56) (.46)C 
Net asset value, end of period $12.87 $12.10 $13.06 $14.27 
Total ReturnD,E 16.66% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.35% 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) .62% .58% .53% .65%G 
Supplemental Data     
Net assets, end of period (000 omitted) $134 $121 $121 $109 
Portfolio turnover rateH 151% 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income 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 and options contracts, foreign currency transactions, 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 $14,844,875 
Gross unrealized depreciation (670,140) 
Net unrealized appreciation (depreciation) on securities $14,174,735 
Tax Cost $48,319,346 

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

Undistributed ordinary income $915,585 
Undistributed long-term capital gain $1,698,370 
Net unrealized appreciation (depreciation) on securities and other investments $14,174,805 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $1,030,553 $ 1,137,130 
Long-term Capital Gains 4,276,496 3,735,917 
Total $5,307,049 $ 4,873,047 

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 $ 365,269 $(71,122) 
Written Options 4,429 89 
Totals $369,698 $(71,033) 

A summary of the value of derivatives by primary risk exposure as of period end 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 203 13,143 
Options Exercised (73) (5,741) 
Options Closed (47) (2,385) 
Options Expired (57) (3,009) 
Outstanding at end of period 26 $2,008 

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $82,537,222 and $83,661,588, 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 annual 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% $313 $313 

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 
Core Multi-Manager $52,830 .10 
Class L 122 .10 
Class N 121 .10 
 $53,073  

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 $304 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 $192 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(a) 
Expense
Limitations(b) 
Reimbursement 
Core Multi-Manager .90% .90% $107,527 
Class F .80% .81% 6,554 
Class L .90% .90% 247 
Class N 1.15% 1.15% 249 

 (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 $16 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 $10.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2017 
Year ended May 31, 2016 
From net investment income   
Core Multi-Manager $443,816 $487,696 
Class F 26,230 24,473 
Class L 1,027 1,009 
Class N 721 719 
Total $471,794 $513,897 
From net realized gain   
Core Multi-Manager $4,552,626 $4,135,487 
Class F 261,588 206,573 
Class L 10,549 8,557 
Class N 10,492 8,533 
Total $4,835,255 $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 
 Year ended
May 31, 2017 
Year ended May 31, 2016 Year ended
May 31, 2017 
Year ended May 31, 2016 
Core Multi-Manager     
Shares sold 141,085 96,245 $1,713,629 $1,129,447 
Reinvestment of distributions 422,177 384,610 4,996,442 4,623,183 
Shares redeemed (366,148) (796,791) (4,350,140) (9,362,604) 
Net increase (decrease) 197,114 (315,936) $2,359,931 $(3,609,974) 
Class F     
Shares sold 139,459 92,805 $1,705,384 $1,114,584 
Reinvestment of distributions 24,215 19,171 287,818 231,046 
Shares redeemed (83,486) (80,075) (1,027,313) (957,178) 
Net increase (decrease) 80,188 31,901 $965,889 $388,452 
Class L     
Reinvestment of distributions 978 796 $11,576 $9,566 
Shares redeemed (578) – (6,762) – 
Net increase (decrease) 400 796 $4,814 $9,566 
Class N     
Reinvestment of distributions 948 769 $11,213 $9,252 
Shares redeemed (575) – (6,716) – 
Net increase (decrease) 373 769 $4,497 $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 89% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Core Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Core Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 17, 2017

Trustees and Officers

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

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

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan accounts), or 1-800-544-3455 (all other accounts).

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,103.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class F .81%    
Actual  $1,000.00 $1,103.70 $4.25 
Hypothetical-C  $1,000.00 $1,020.89 $4.08 
Class L .90%    
Actual  $1,000.00 $1,103.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,101.80 $6.03 
Hypothetical-C  $1,000.00 $1,019.20 $5.79 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Core Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Core Multi-Manager Fund     
Strategic Advisers Core Multi-Manager Fund 07/10/17 07/07/17 $0.044 $0.495 
Class F 07/10/17 07/07/17 $0.044 $0.495 
Class L 07/10/17 07/07/17 $0.044 $0.495 
Class N 07/10/17 07/07/17 $0.031 $0.495 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $3,033,134, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Core Multi-Manager Fund designates 97%, and 58%; Class F designates 97%, and 58%; Class L designates 97% and 58%; and Class N designates 100%, and 65% of the dividends distributed in July and December respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Core Multi-Manager Fund designates 98%, and 65%; Class F designates 98%, and 65%; Class L designates 98%, and 65%; and Class N designates 100% and 72% of the dividends distributed in July and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On March 7, 2017, 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 J.P. Morgan Investment Management Inc. (J.P. Morgan) to add an additional investment mandate (the Amended Sub-Advisory Agreement) for 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, which was amended to add a new investment mandate.

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, Inc. (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. 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 J.P. Morgan from its oversight of J.P. Morgan as a sub-adviser on an existing investment mandate on behalf of the fund and other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to the fund and other Strategic Advisers funds will also provide services to the fund on behalf of the new investment mandate. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by J.P. Morgan under the new investment mandate on behalf of the fund. The Board also considered the structure of J.P. Morgan's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund under the new investment mandate 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 J.P. Morgan will utilize a different investment mandate to manage the fund than it currently uses on behalf of the fund and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the new investment mandate and its use of technology. The Board noted that J.P. Morgan'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 J.P. Morgan's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by J.P. Morgan in connection with the annual renewal of the Current Sub-Advisory Agreement and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of J.P. Morgan 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 Amended Sub-Advisory Agreement should continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Amended 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 J.P. Morgan and the projected change in the fund's total management fee and total operating expenses, if any, as a result of the new investment mandate.

The Board considered that the Amended Sub-Advisory Agreement will not result in any changes to the fund's total management fee or total fund expenses of the fund because Strategic Advisers does not expect to allocate any assets of the fund to J.P. Morgan under the new investment mandate at this time. The Board also considered that the Amended Sub-Advisory Agreement will 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.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) 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 or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve the Amended Sub-Advisory Agreement.

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates and each sub-adviser 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 and each sub-advisory agreement. With respect to the Amended Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the addition of the new investment mandate 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 under the Amended Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers.

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 continues to bear a reasonable relationship to the services to be rendered and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

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-ANN-0717
1.931538.105


Strategic Advisers® Core Multi-Manager Fund

Class F



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.

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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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Class F 17.14% 14.58% 14.31% 

 A From November 16, 2011


 The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012 are those of Strategic Advisers® Core Multi-Manager Fund, the original class of the fund. 

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Multi-Manager Fund - Class F on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

See previous page for additional information regarding the performance of Class F.


Period Ending Values

$20,984Strategic Advisers® Core Multi-Manager Fund - Class F

$21,955S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 17%, slightly trailing the benchmark S&P 500®. Underlying managers focused on growth and emphasizing economically sensitive market sectors aided the Fund’s relative performance, as growth-oriented stocks and strategies generally delivered the best results this period. Sub-adviser AllianceBernstein was the top relative contributor, as its momentum-oriented approach toward seeking companies that it believes have the potential to generate strong earnings growth helped it over- and underweight the right sectors this period. Sub-adviser JPMorgan Investment Management’s all-weather, large-cap core strategy also contributed, bolstered by its emphasis on economically sensitive market sectors and corresponding de-emphasis of more defensive groups. The U.S. Equity strategy managed by sub-adviser FIAM® contributed slightly. FIAM’s emphasis on valuation led it to underweight real estate and consumer staples – sectors FIAM believed were overvalued – and to overweight financials and energy. There were no relative detractors this period, as the four managers in the Fund all contributed something to relative performance.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc.(a) 3.1 2.1 
Alphabet, Inc. Class C 3.1 2.8 
Microsoft Corp. 2.6 2.2 
PepsiCo, Inc. 2.1 1.5 
Honeywell International, Inc. 2.0 2.4 
Bank of America Corp.(a) 1.7 1.9 
Northrop Grumman Corp. 1.5 0.9 
McDonald's Corp. 1.5 0.0 
Amazon.com, Inc. 1.4 0.7 
Norfolk Southern Corp. 1.4 0.0 
 20.4  

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


Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 22.5 20.3 
Consumer Discretionary 13.3 12.4 
Financials 11.6 14.3 
Health Care 11.6 11.3 
Industrials 11.1 11.1 

Asset Allocation (% of fund's net assets)

As of May 31, 2017  
   Common Stocks 93.5% 
   Sector Funds 0.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.6% 


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


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 93.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 13.3%   
Auto Components - 0.2%   
Delphi Automotive PLC 1,221 $107,411 
Automobiles - 0.2%   
Ford Motor Co. 10,760 119,651 
General Motors Co. 745 25,278 
  144,929 
Hotels, Restaurants & Leisure - 2.9%   
Carnival Corp. 1,474 94,439 
Hilton, Inc. 1,429 94,986 
Las Vegas Sands Corp. 172 10,170 
McDonald's Corp. 6,276 946,986 
MGM Mirage, Inc. 3,456 109,624 
Restaurant Brands International, Inc. 2,197 134,421 
Royal Caribbean Cruises Ltd. 1,512 166,592 
Starbucks Corp. 4,605 292,924 
  1,850,142 
Household Durables - 0.5%   
Lennar Corp. Class A 3,103 159,215 
Mohawk Industries, Inc. (a) 266 63,654 
PulteGroup, Inc. 3,520 79,798 
Toll Brothers, Inc. 1,345 49,644 
  352,311 
Internet & Direct Marketing Retail - 1.7%   
Amazon.com, Inc. (a) 898 893,169 
Priceline Group, Inc. (a) 83 155,798 
  1,048,967 
Media - 5.1%   
CBS Corp. Class B 2,312 141,286 
Charter Communications, Inc. Class A (a) 675 233,246 
Comcast Corp. Class A 16,670 694,972 
DISH Network Corp. Class A (a) 3,462 220,772 
The Madison Square Garden Co. (a) 2,408 470,547 
The Walt Disney Co. 4,707 508,074 
Time Warner, Inc. 6,978 694,241 
Twenty-First Century Fox, Inc. Class A 7,622 206,709 
Viacom, Inc. Class B (non-vtg.) 708 24,631 
  3,194,478 
Multiline Retail - 0.1%   
Target Corp. 984 54,268 
Specialty Retail - 2.3%   
Home Depot, Inc. 1,526 234,256 
Lowe's Companies, Inc. 9,183 723,345 
O'Reilly Automotive, Inc. (a) 825 199,716 
TJX Companies, Inc. 3,766 283,241 
  1,440,558 
Textiles, Apparel & Luxury Goods - 0.3%   
NIKE, Inc. Class B 3,148 166,813 
TOTAL CONSUMER DISCRETIONARY  8,359,877 
CONSUMER STAPLES - 8.9%   
Beverages - 3.8%   
Coca-Cola European Partners PLC 8,322 341,535 
Constellation Brands, Inc. Class A (sub. vtg.) 2,008 366,962 
Diageo PLC 733 22,033 
Molson Coors Brewing Co. Class B 2,057 194,983 
PepsiCo, Inc. 11,100 1,297,257 
The Coca-Cola Co. 2,659 120,905 
  2,343,675 
Food & Staples Retailing - 0.9%   
Costco Wholesale Corp. 112 20,208 
CVS Health Corp. 758 58,237 
Kroger Co. 5,247 156,256 
Wal-Mart Stores, Inc. 2,039 160,265 
Walgreens Boots Alliance, Inc. 2,384 193,152 
  588,118 
Food Products - 1.8%   
Campbell Soup Co. 2,800 161,420 
Mondelez International, Inc. 9,133 425,506 
The Hershey Co. 2,365 272,614 
The Kraft Heinz Co. 2,937 270,791 
  1,130,331 
Household Products - 0.4%   
Procter & Gamble Co. 3,022 266,208 
Personal Products - 0.8%   
Estee Lauder Companies, Inc. Class A 5,134 483,315 
Unilever NV (NY Reg.) 355 20,157 
  503,472 
Tobacco - 1.2%   
Altria Group, Inc. 5,666 427,443 
Philip Morris International, Inc. 2,618 313,636 
  741,079 
TOTAL CONSUMER STAPLES  5,572,883 
ENERGY - 4.7%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 142 7,831 
Schlumberger Ltd. 492 34,238 
  42,069 
Oil, Gas & Consumable Fuels - 4.6%   
Anadarko Petroleum Corp. 4,102 207,274 
Apache Corp. 1,285 60,087 
Chevron Corp. 4,165 430,994 
Concho Resources, Inc. (a) 1,026 130,076 
ConocoPhillips Co. 3,226 144,170 
Diamondback Energy, Inc. (a) 1,836 170,307 
EOG Resources, Inc. 5,590 504,833 
EQT Corp. 2,627 145,194 
Exxon Mobil Corp. 122 9,821 
Imperial Oil Ltd. 1,413 39,978 
Kinder Morgan, Inc. 3,906 73,277 
Occidental Petroleum Corp. 5,330 314,097 
Phillips 66 Co. 1,833 139,510 
Pioneer Natural Resources Co. 1,620 270,313 
Suncor Energy, Inc. 4,183 130,923 
The Williams Companies, Inc. 3,786 108,280 
  2,879,134 
TOTAL ENERGY  2,921,203 
FINANCIALS - 11.6%   
Banks - 6.3%   
Bank of America Corp. (b) 47,310 1,060,217 
Citigroup, Inc. (b) 13,222 800,460 
JPMorgan Chase & Co. (b) 8,141 668,783 
KeyCorp 7,871 137,506 
PNC Financial Services Group, Inc. 684 81,191 
SVB Financial Group (a) 850 144,925 
U.S. Bancorp 9,262 471,343 
Wells Fargo & Co. 11,278 576,757 
  3,941,182 
Capital Markets - 2.8%   
Ameriprise Financial, Inc. 920 111,127 
Bank of New York Mellon Corp. 4,309 203,040 
Charles Schwab Corp. 6,519 252,611 
Goldman Sachs Group, Inc. 1,675 353,861 
IntercontinentalExchange, Inc. 3,323 200,011 
KKR & Co. LP 8,299 152,868 
Morgan Stanley 8,197 342,143 
State Street Corp. (b) 1,669 135,957 
  1,751,618 
Consumer Finance - 0.4%   
Capital One Financial Corp. 2,755 211,915 
Diversified Financial Services - 0.8%   
Berkshire Hathaway, Inc. Class B (a) 2,746 453,859 
Voya Financial, Inc. 1,773 60,601 
  514,460 
Insurance - 1.3%   
American International Group, Inc. 3,029 192,735 
Arthur J. Gallagher & Co. 1,703 96,611 
Athene Holding Ltd. 2,559 126,108 
Chubb Ltd. 1,535 219,797 
Marsh & McLennan Companies, Inc. 459 35,600 
Progressive Corp. 3,760 159,537 
  830,388 
TOTAL FINANCIALS  7,249,563 
HEALTH CARE - 11.6%   
Biotechnology - 1.4%   
Alexion Pharmaceuticals, Inc. (a) 534 52,348 
Amgen, Inc. 703 109,134 
Biogen, Inc. (a) 642 159,068 
Biohaven Pharmaceutical Holding Co. Ltd. 363 9,151 
BioMarin Pharmaceutical, Inc. (a) 634 55,564 
Celgene Corp. (a) 2,139 244,723 
Gilead Sciences, Inc. 514 33,353 
Intercept Pharmaceuticals, Inc. (a) 100 11,190 
Regeneron Pharmaceuticals, Inc. (a) 54 24,789 
Vertex Pharmaceuticals, Inc. (a) 1,576 194,794 
  894,114 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 3,870 176,704 
Becton, Dickinson & Co. 24 4,542 
Boston Scientific Corp. (a) 11,150 301,385 
Danaher Corp. 7,194 611,058 
Medtronic PLC 884 74,504 
Zimmer Biomet Holdings, Inc. 868 103,474 
  1,271,667 
Health Care Providers & Services - 2.4%   
Aetna, Inc. 3,426 496,290 
Anthem, Inc. 232 42,305 
Cardinal Health, Inc. 100 7,429 
Cigna Corp. 229 36,922 
Express Scripts Holding Co. (a) 346 20,674 
Humana, Inc. 581 134,943 
McKesson Corp. 362 59,039 
UnitedHealth Group, Inc. 4,007 701,946 
  1,499,548 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 2,087 125,930 
Pharmaceuticals - 5.5%   
Allergan PLC 1,408 315,040 
AstraZeneca PLC sponsored ADR 540 18,571 
Bayer AG 31 4,119 
Bristol-Myers Squibb Co. 4,235 228,478 
Eli Lilly & Co. 5,220 415,355 
GlaxoSmithKline PLC sponsored ADR 2,905 128,488 
Johnson & Johnson 6,235 799,639 
Merck & Co., Inc. 1,805 117,524 
Novartis AG sponsored ADR 133 10,875 
Pfizer, Inc. 18,090 590,639 
Sanofi SA 244 24,169 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,523 42,431 
Zoetis, Inc. Class A 11,987 746,550 
  3,441,878 
TOTAL HEALTH CARE  7,233,137 
INDUSTRIALS - 11.1%   
Aerospace & Defense - 2.2%   
General Dynamics Corp. 746 151,625 
L3 Technologies, Inc. 573 96,602 
Northrop Grumman Corp. 3,699 958,855 
The Boeing Co. 333 62,481 
United Technologies Corp. 935 113,397 
  1,382,960 
Air Freight & Logistics - 0.2%   
FedEx Corp. 168 32,565 
United Parcel Service, Inc. Class B 764 80,961 
  113,526 
Airlines - 0.8%   
Delta Air Lines, Inc. 6,181 303,673 
United Continental Holdings, Inc. (a) 2,492 198,538 
  502,211 
Building Products - 0.4%   
Allegion PLC 1,800 141,534 
Masco Corp. 3,361 125,197 
  266,731 
Electrical Equipment - 0.7%   
Fortive Corp. 6,503 406,112 
Industrial Conglomerates - 3.1%   
General Electric Co. 23,931 655,231 
Honeywell International, Inc. 9,582 1,274,310 
  1,929,541 
Machinery - 0.9%   
Ingersoll-Rand PLC 2,603 233,229 
PACCAR, Inc. 1,771 111,502 
Stanley Black & Decker, Inc. 1,673 230,272 
  575,003 
Road & Rail - 2.7%   
Canadian Pacific Railway Ltd. 675 106,793 
CSX Corp. (b) 6,357 344,359 
Norfolk Southern Corp. 6,962 863,497 
Union Pacific Corp. 3,623 399,617 
  1,714,266 
Trading Companies & Distributors - 0.1%   
HD Supply Holdings, Inc. (a) 1,850 74,648 
TOTAL INDUSTRIALS  6,964,998 
INFORMATION TECHNOLOGY - 22.5%   
Communications Equipment - 0.7%   
Cisco Systems, Inc. 14,501 457,217 
Electronic Equipment & Components - 1.5%   
Amphenol Corp. Class A 7,819 583,297 
TE Connectivity Ltd. 4,663 367,678 
  950,975 
Internet Software & Services - 5.1%   
Alphabet, Inc.:   
Class A (a) 174 171,754 
Class C (a) 2,027 1,955,771 
eBay, Inc. (a) 10,566 362,414 
Facebook, Inc. Class A (a) 4,750 719,435 
Velti PLC (a)(c) 976 
  3,209,376 
IT Services - 3.0%   
Accenture PLC Class A 2,647 329,472 
Cognizant Technology Solutions Corp. Class A 3,476 232,579 
IBM Corp. 1,287 196,435 
MasterCard, Inc. Class A 646 79,380 
PayPal Holdings, Inc. (a) 3,162 165,088 
Visa, Inc. Class A 7,887 751,079 
WEX, Inc. (a) 853 87,142 
  1,841,175 
Semiconductors & Semiconductor Equipment - 4.5%   
Analog Devices, Inc. 8,764 751,601 
Broadcom Ltd. 2,190 524,461 
Intel Corp. 5,064 182,861 
Microchip Technology, Inc. 1,543 128,532 
Micron Technology, Inc. (a) 3,398 104,556 
NVIDIA Corp. 651 93,972 
NXP Semiconductors NV (a) 1,140 125,286 
Qualcomm, Inc. 5,000 286,350 
Texas Instruments, Inc. 5,689 469,286 
Xilinx, Inc. 2,325 155,101 
  2,822,006 
Software - 4.4%   
Activision Blizzard, Inc. 1,798 105,327 
Adobe Systems, Inc. (a) 2,515 356,778 
Electronic Arts, Inc. (a) 827 93,724 
Microsoft Corp. 23,440 1,637,050 
Oracle Corp. 6,662 302,388 
Salesforce.com, Inc. (a) 96 8,605 
Snap, Inc. Class A (a) 2,267 48,083 
Take-Two Interactive Software, Inc. (a) 1,540 118,180 
Workday, Inc. Class A (a) 827 82,683 
  2,752,818 
Technology Hardware, Storage & Peripherals - 3.3%   
Apple, Inc. (b) 12,876 1,966,933 
Western Digital Corp. 1,161 104,560 
  2,071,493 
TOTAL INFORMATION TECHNOLOGY  14,105,060 
MATERIALS - 4.0%   
Chemicals - 3.2%   
Air Products & Chemicals, Inc. 1,903 274,146 
E.I. du Pont de Nemours & Co. 3,337 263,356 
Eastman Chemical Co. 2,250 180,248 
LyondellBasell Industries NV Class A 460 37,039 
Monsanto Co. 2,260 265,369 
Potash Corp. of Saskatchewan, Inc. 20,691 341,723 
PPG Industries, Inc. 70 7,445 
Praxair, Inc. 4,250 562,233 
The Mosaic Co. 2,575 58,272 
  1,989,831 
Construction Materials - 0.1%   
Vulcan Materials Co. 493 61,452 
Containers & Packaging - 0.7%   
Berry Global Group, Inc. (a) 2,745 159,183 
Crown Holdings, Inc. (a) 1,839 106,184 
Packaging Corp. of America 1,020 104,203 
WestRock Co. 1,346 73,249 
  442,819 
TOTAL MATERIALS  2,494,102 
REAL ESTATE - 1.2%   
Equity Real Estate Investment Trusts (REITs) - 1.2%   
American Tower Corp. 102 13,381 
AvalonBay Communities, Inc. 620 118,569 
Crown Castle International Corp. 4,207 427,642 
Public Storage 332 71,496 
Vornado Realty Trust 1,289 118,846 
  749,934 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 0.7%   
AT&T, Inc. 4,307 165,949 
Verizon Communications, Inc. 5,426 253,069 
  419,018 
Wireless Telecommunication Services - 0.4%   
T-Mobile U.S., Inc. (a) 4,321 291,322 
TOTAL TELECOMMUNICATION SERVICES  710,340 
UTILITIES - 3.5%   
Electric Utilities - 3.4%   
Edison International 1,699 138,587 
Exelon Corp. 1,517 55,082 
Fortis, Inc. 3,890 127,903 
Fortis, Inc. 7,354 242,094 
NextEra Energy, Inc. 5,661 800,692 
PG&E Corp. 2,108 144,145 
PPL Corp. 11,335 452,380 
Xcel Energy, Inc. 3,084 147,754 
  2,108,637 
Multi-Utilities - 0.1%   
CMS Energy Corp. 2,056 97,475 
TOTAL UTILITIES  2,206,112 
TOTAL COMMON STOCKS   
(Cost $44,105,673)  58,567,209 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c) 151 5,018 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A 6.125% 100 5,316 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $11,909)  10,334 
Equity Funds - 0.9%   
Sector Funds - 0.9%   
iShares NASDAQ Biotechnology Index ETF   
(Cost $524,252) 1,861 531,781 
U.S. Treasury Obligations - 0.2%   
  Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.75% to 0.86% 6/22/17 to 8/3/17 (d)   
(Cost $109,882) $110,000 109,873 
Money Market Funds - 5.2%   
 Shares  
Invesco Government & Agency Portfolio Institutional Class 0.71%(e)   
(Cost $3,274,884) 3,274,884 3,274,884 
TOTAL INVESTMENT PORTFOLIO - 99.8%   
(Cost $48,026,600)  62,494,081 
NET OTHER ASSETS (LIABILITIES) - 0.2%  113,883 
NET ASSETS - 100%  $62,607,964 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Apple, Inc. 7/21/17 - $155.00 $106 $(303) 
Bank of America Corp. 8/18/17 - $26.00 12 204 (126) 
Citigroup, Inc. 8/18/17 - $65.00 831 (438) 
CSX Corp. 7/21/17 - $52.50 308 (630) 
JPMorgan Chase & Co. 8/18/17 - $90.00 285 (123) 
State Street Corp. 8/18/17 - $85.00 274 (299) 
TOTAL WRITTEN OPTIONS   $2,008 $(1,919) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
17 CME E-mini S&P 500 Index Contracts (United States) June 2017 2,049,435 $38,585 

The face value of futures purchased as a percentage of Net Assets is 3.3%

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 $130,263.

 (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 $5,020 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 $91,898.

 (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 May 31, 2017, 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 $8,364,895 $8,359,877 $-- $5,018 
Consumer Staples 5,572,883 5,550,850 22,033 -- 
Energy 2,921,203 2,921,203 -- -- 
Financials 7,249,563 7,249,563 -- -- 
Health Care 7,238,453 7,204,849 33,604 -- 
Industrials 6,964,998 6,964,998 -- -- 
Information Technology 14,105,060 14,105,060 -- -- 
Materials 2,494,102 2,494,102 -- -- 
Real Estate 749,934 749,934 -- -- 
Telecommunication Services 710,340 710,340 -- -- 
Utilities 2,206,112 2,206,112 -- -- 
Equity Funds 531,781 531,781 -- -- 
Other Short-Term Investments 109,873 -- 109,873 -- 
Money Market Funds 3,274,884 3,274,884 -- -- 
Total Investments in Securities: $62,494,081 $62,323,553 $165,510 $5,018 
Derivative Instruments:     
Assets     
Futures Contracts $38,585 $38,585 $-- $-- 
Total Assets $38,585 $38,585 $-- $-- 
Liabilities     
Written Options $(1,919) $(1,919) $-- $-- 
Total Liabilities $(1,919) $(1,919) $-- $-- 
Total Derivative Instruments: $36,666 $36,666 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $38,585 $0 
Written Options(b) (1,919) 
Total Equity Risk 38,585 (1,919) 
Total Value of Derivatives $38,585 $(1,919) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $48,026,600) 
 $62,494,081 
Foreign currency held at value (cost $2,554)  2,532 
Receivable for investments sold  1,337,562 
Receivable for fund shares sold  2,676 
Dividends receivable  114,939 
Interest receivable  2,011 
Receivable for daily variation margin for derivative instruments  340 
Prepaid expenses  302 
Receivable from investment adviser for expense reductions  3,731 
Other receivables  990 
Total assets  63,959,164 
Liabilities   
Payable to custodian bank $2,635  
Payable for investments purchased 1,190,182  
Payable for fund shares redeemed 50,871  
Accrued management fee 31,096  
Distribution and service plan fees payable 28  
Written options, at value (premium received $2,008) 1,919  
Other affiliated payables 6,403  
Other payables and accrued expenses 68,066  
Total liabilities  1,351,200 
Net Assets  $62,607,964 
Net Assets consist of:   
Paid in capital  $45,820,192 
Undistributed net investment income  212,114 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  2,069,522 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  14,506,136 
Net Assets  $62,607,964 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($58,221,026 ÷ 4,518,021 shares)  $12.89 
Class F:   
Net Asset Value, offering price and redemption price per share ($4,118,450 ÷ 318,022 shares)  $12.95 
Class L:   
Net Asset Value, offering price and redemption price per share ($134,838 ÷ 10,463 shares)  $12.89 
Class N:   
Net Asset Value, offering price and redemption price per share ($133,650 ÷ 10,385 shares)  $12.87 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $1,014,343 
Interest  14,037 
Total income  1,028,380 
Expenses   
Management fee $349,024  
Transfer agent fees 53,073  
Distribution and service plan fees 313  
Accounting fees and expenses 22,623  
Custodian fees and expenses 87,417  
Independent trustees' fees and expenses 692  
Registration fees 42,779  
Audit 69,719  
Legal 6,956  
Miscellaneous 2,280  
Total expenses before reductions 634,876  
Expense reductions (114,603) 520,273 
Net investment income (loss)  508,107 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,329,904  
Foreign currency transactions 1,070  
Futures contracts 365,269  
Written options 4,429  
Total net realized gain (loss)  4,700,672 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
3,978,310  
Assets and liabilities in foreign currencies 18  
Futures contracts (71,122)  
Written options 89  
Total change in net unrealized appreciation (depreciation)  3,907,295 
Net gain (loss)  8,607,967 
Net increase (decrease) in net assets resulting from operations  $9,116,074 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $508,107 $490,739 
Net realized gain (loss) 4,700,672 3,376,503 
Change in net unrealized appreciation (depreciation) 3,907,295 (3,873,441) 
Net increase (decrease) in net assets resulting from operations 9,116,074 (6,199) 
Distributions to shareholders from net investment income (471,794) (513,897) 
Distributions to shareholders from net realized gain (4,835,255) (4,359,150) 
Total distributions (5,307,049) (4,873,047) 
Share transactions - net increase (decrease) 3,335,131 (3,202,704) 
Total increase (decrease) in net assets 7,144,156 (8,081,950) 
Net Assets   
Beginning of period 55,463,808 63,545,758 
End of period $62,607,964 $55,463,808 
Other Information   
Undistributed net investment income end of period $212,114 $175,050 

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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $12.11 $13.07 $14.28 $13.02 $10.61 
Income from Investment Operations      
Net investment income (loss)A .11 .10 .10 .11 .13 
Net realized and unrealized gain (loss) 1.82 (.04) 1.28 2.27 2.60 
Total from investment operations 1.93 .06 1.38 2.38 2.73 
Distributions from net investment income (.10) (.11) (.12) (.11) (.12) 
Distributions from net realized gain (1.05) (.91) (2.47) (1.02) (.20) 
Total distributions (1.15) (1.02) (2.59) (1.12)B (.32) 
Net asset value, end of period $12.89 $12.11 $13.07 $14.28 $13.02 
Total ReturnC 17.03% .61% 10.70% 19.49% 26.33% 
Ratios to Average Net AssetsD      
Expenses before reductions 1.10% 1.20% 1.14% 1.21% 1.03% 
Expenses net of fee waivers, if any .90% .97% .97% .97% .97% 
Expenses net of all reductions .90% .97% .97% .97% .96% 
Net investment income (loss) .87% .84% .78% .80% 1.12% 
Supplemental Data      
Net assets, end of period (000 omitted) $58,221 $52,330 $60,606 $60,938 $67,623 
Portfolio turnover rateE 151% 143% 151% 134% 95% 

 A Calculated based on average shares outstanding during the period.

 B 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.

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

 D 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. 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.

 E 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

Years ended May 31, 2017 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 .12 .11 .11 .12 .06 
Net realized and unrealized gain (loss) 1.83 (.04) 1.28 2.28 1.46 
Total from investment operations 1.95 .07 1.39 2.40 1.52 
Distributions from net investment income (.10) (.11) (.12) (.11) (.08) 
Distributions from net realized gain (1.05) (.91) (2.47) (1.02) (.04) 
Total distributions (1.15) (1.02) (2.59) (1.12)C (.12) 
Net asset value, end of period $12.95 $12.15 $13.10 $14.30 $13.02 
Total ReturnD,E 17.14% .69% 10.78% 19.66% 13.22% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.00% 1.10% 1.05% 1.11% .96%G 
Expenses net of fee waivers, if any .81% .87% .87% .87% .87%G 
Expenses net of all reductions .81% .87% .87% .87% .86%G 
Net investment income (loss) .96% .93% .88% .90% 1.02%G 
Supplemental Data      
Net assets, end of period (000 omitted) $4,118 $2,891 $2,698 $1,527 $285 
Portfolio turnover rateH 151% 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

Years ended May 31, 2017 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 .11 .10 .10 .07 
Net realized and unrealized gain (loss) 1.82 (.04) 1.27 1.19 
Total from investment operations 1.93 .06 1.37 1.26 
Distributions from net investment income (.10) (.11) (.12) (.06) 
Distributions from net realized gain (1.05) (.91) (2.47) (.41) 
Total distributions (1.15) (1.02) (2.59) (.47) 
Net asset value, end of period $12.89 $12.11 $13.07 $14.29 
Total ReturnC,D 17.03% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE     
Expenses before reductions 1.10% 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90% .97% .97% .97%F 
Expenses net of all reductions .90% .97% .97% .97%F 
Net investment income (loss) .87% .83% .78% .90%F 
Supplemental Data     
Net assets, end of period (000 omitted) $135 $122 $121 $109 
Portfolio turnover rateG 151% 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

Years ended May 31, 2017 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 .08 .07 .07 .05 
Net realized and unrealized gain (loss) 1.81 (.04) 1.28 1.18 
Total from investment operations 1.89 .03 1.35 1.23 
Distributions from net investment income (.07) (.08) (.09) (.06) 
Distributions from net realized gain (1.05) (.91) (2.47) (.41) 
Total distributions (1.12) (.99) (2.56) (.46)C 
Net asset value, end of period $12.87 $12.10 $13.06 $14.27 
Total ReturnD,E 16.66% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.35% 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) .62% .58% .53% .65%G 
Supplemental Data     
Net assets, end of period (000 omitted) $134 $121 $121 $109 
Portfolio turnover rateH 151% 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income 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 and options contracts, foreign currency transactions, 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 $14,844,875 
Gross unrealized depreciation (670,140) 
Net unrealized appreciation (depreciation) on securities $14,174,735 
Tax Cost $48,319,346 

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

Undistributed ordinary income $915,585 
Undistributed long-term capital gain $1,698,370 
Net unrealized appreciation (depreciation) on securities and other investments $14,174,805 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $1,030,553 $ 1,137,130 
Long-term Capital Gains 4,276,496 3,735,917 
Total $5,307,049 $ 4,873,047 

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 $ 365,269 $(71,122) 
Written Options 4,429 89 
Totals $369,698 $(71,033) 

A summary of the value of derivatives by primary risk exposure as of period end 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 203 13,143 
Options Exercised (73) (5,741) 
Options Closed (47) (2,385) 
Options Expired (57) (3,009) 
Outstanding at end of period 26 $2,008 

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $82,537,222 and $83,661,588, 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 annual 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% $313 $313 

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 
Core Multi-Manager $52,830 .10 
Class L 122 .10 
Class N 121 .10 
 $53,073  

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 $304 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 $192 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(a) 
Expense
Limitations(b) 
Reimbursement 
Core Multi-Manager .90% .90% $107,527 
Class F .80% .81% 6,554 
Class L .90% .90% 247 
Class N 1.15% 1.15% 249 

 (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 $16 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 $10.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2017 
Year ended May 31, 2016 
From net investment income   
Core Multi-Manager $443,816 $487,696 
Class F 26,230 24,473 
Class L 1,027 1,009 
Class N 721 719 
Total $471,794 $513,897 
From net realized gain   
Core Multi-Manager $4,552,626 $4,135,487 
Class F 261,588 206,573 
Class L 10,549 8,557 
Class N 10,492 8,533 
Total $4,835,255 $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 
 Year ended
May 31, 2017 
Year ended May 31, 2016 Year ended
May 31, 2017 
Year ended May 31, 2016 
Core Multi-Manager     
Shares sold 141,085 96,245 $1,713,629 $1,129,447 
Reinvestment of distributions 422,177 384,610 4,996,442 4,623,183 
Shares redeemed (366,148) (796,791) (4,350,140) (9,362,604) 
Net increase (decrease) 197,114 (315,936) $2,359,931 $(3,609,974) 
Class F     
Shares sold 139,459 92,805 $1,705,384 $1,114,584 
Reinvestment of distributions 24,215 19,171 287,818 231,046 
Shares redeemed (83,486) (80,075) (1,027,313) (957,178) 
Net increase (decrease) 80,188 31,901 $965,889 $388,452 
Class L     
Reinvestment of distributions 978 796 $11,576 $9,566 
Shares redeemed (578) – (6,762) – 
Net increase (decrease) 400 796 $4,814 $9,566 
Class N     
Reinvestment of distributions 948 769 $11,213 $9,252 
Shares redeemed (575) – (6,716) – 
Net increase (decrease) 373 769 $4,497 $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 89% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Core Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Core Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 17, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,103.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class F .81%    
Actual  $1,000.00 $1,103.70 $4.25 
Hypothetical-C  $1,000.00 $1,020.89 $4.08 
Class L .90%    
Actual  $1,000.00 $1,103.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,101.80 $6.03 
Hypothetical-C  $1,000.00 $1,019.20 $5.79 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Core Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Core Multi-Manager Fund     
Strategic Advisers Core Multi-Manager Fund 07/10/17 07/07/17 $0.044 $0.495 
Class F 07/10/17 07/07/17 $0.044 $0.495 
Class L 07/10/17 07/07/17 $0.044 $0.495 
Class N 07/10/17 07/07/17 $0.031 $0.495 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $3,033,134, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Core Multi-Manager Fund designates 97%, and 58%; Class F designates 97%, and 58%; Class L designates 97% and 58%; and Class N designates 100%, and 65% of the dividends distributed in July and December respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Core Multi-Manager Fund designates 98%, and 65%; Class F designates 98%, and 65%; Class L designates 98%, and 65%; and Class N designates 100% and 72% of the dividends distributed in July and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On March 7, 2017, 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 J.P. Morgan Investment Management Inc. (J.P. Morgan) to add an additional investment mandate (the Amended Sub-Advisory Agreement) for 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, which was amended to add a new investment mandate.

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, Inc. (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. 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 J.P. Morgan from its oversight of J.P. Morgan as a sub-adviser on an existing investment mandate on behalf of the fund and other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to the fund and other Strategic Advisers funds will also provide services to the fund on behalf of the new investment mandate. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by J.P. Morgan under the new investment mandate on behalf of the fund. The Board also considered the structure of J.P. Morgan's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund under the new investment mandate 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 J.P. Morgan will utilize a different investment mandate to manage the fund than it currently uses on behalf of the fund and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the new investment mandate and its use of technology. The Board noted that J.P. Morgan'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 J.P. Morgan's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by J.P. Morgan in connection with the annual renewal of the Current Sub-Advisory Agreement and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of J.P. Morgan 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 Amended Sub-Advisory Agreement should continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Amended 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 J.P. Morgan and the projected change in the fund's total management fee and total operating expenses, if any, as a result of the new investment mandate.

The Board considered that the Amended Sub-Advisory Agreement will not result in any changes to the fund's total management fee or total fund expenses of the fund because Strategic Advisers does not expect to allocate any assets of the fund to J.P. Morgan under the new investment mandate at this time. The Board also considered that the Amended Sub-Advisory Agreement will 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.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) 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 or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve the Amended Sub-Advisory Agreement.

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates and each sub-adviser 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 and each sub-advisory agreement. With respect to the Amended Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the addition of the new investment mandate 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 under the Amended Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers.

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 continues to bear a reasonable relationship to the services to be rendered and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

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-F-ANN-0717
1.951474.104


Strategic Advisers® Core Multi-Manager Fund

Class L and Class N



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Class L 17.03% 14.49% 14.23% 
Class N 16.66% 14.29% 14.04% 

 A From November 16, 2011


 The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013 are those of Strategic Advisers® Core Multi-Manager Fund, the original class of the fund. 

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

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Multi-Manager Fund - Class L on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

See previous page for additional information regarding the performance of Class L.


Period Ending Values

$20,901Strategic Advisers® Core Multi-Manager Fund - Class L

$21,955S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 17%, slightly trailing the benchmark S&P 500®. Underlying managers focused on growth and emphasizing economically sensitive market sectors aided the Fund’s relative performance, as growth-oriented stocks and strategies generally delivered the best results this period. Sub-adviser AllianceBernstein was the top relative contributor, as its momentum-oriented approach toward seeking companies that it believes have the potential to generate strong earnings growth helped it over- and underweight the right sectors this period. Sub-adviser JPMorgan Investment Management’s all-weather, large-cap core strategy also contributed, bolstered by its emphasis on economically sensitive market sectors and corresponding de-emphasis of more defensive groups. The U.S. Equity strategy managed by sub-adviser FIAM® contributed slightly. FIAM’s emphasis on valuation led it to underweight real estate and consumer staples – sectors FIAM believed were overvalued – and to overweight financials and energy. There were no relative detractors this period, as the four managers in the Fund all contributed something to relative performance.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc.(a) 3.1 2.1 
Alphabet, Inc. Class C 3.1 2.8 
Microsoft Corp. 2.6 2.2 
PepsiCo, Inc. 2.1 1.5 
Honeywell International, Inc. 2.0 2.4 
Bank of America Corp.(a) 1.7 1.9 
Northrop Grumman Corp. 1.5 0.9 
McDonald's Corp. 1.5 0.0 
Amazon.com, Inc. 1.4 0.7 
Norfolk Southern Corp. 1.4 0.0 
 20.4  

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


Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 22.5 20.3 
Consumer Discretionary 13.3 12.4 
Financials 11.6 14.3 
Health Care 11.6 11.3 
Industrials 11.1 11.1 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 93.5% 
   Sector Funds 0.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.6% 


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


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 93.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 13.3%   
Auto Components - 0.2%   
Delphi Automotive PLC 1,221 $107,411 
Automobiles - 0.2%   
Ford Motor Co. 10,760 119,651 
General Motors Co. 745 25,278 
  144,929 
Hotels, Restaurants & Leisure - 2.9%   
Carnival Corp. 1,474 94,439 
Hilton, Inc. 1,429 94,986 
Las Vegas Sands Corp. 172 10,170 
McDonald's Corp. 6,276 946,986 
MGM Mirage, Inc. 3,456 109,624 
Restaurant Brands International, Inc. 2,197 134,421 
Royal Caribbean Cruises Ltd. 1,512 166,592 
Starbucks Corp. 4,605 292,924 
  1,850,142 
Household Durables - 0.5%   
Lennar Corp. Class A 3,103 159,215 
Mohawk Industries, Inc. (a) 266 63,654 
PulteGroup, Inc. 3,520 79,798 
Toll Brothers, Inc. 1,345 49,644 
  352,311 
Internet & Direct Marketing Retail - 1.7%   
Amazon.com, Inc. (a) 898 893,169 
Priceline Group, Inc. (a) 83 155,798 
  1,048,967 
Media - 5.1%   
CBS Corp. Class B 2,312 141,286 
Charter Communications, Inc. Class A (a) 675 233,246 
Comcast Corp. Class A 16,670 694,972 
DISH Network Corp. Class A (a) 3,462 220,772 
The Madison Square Garden Co. (a) 2,408 470,547 
The Walt Disney Co. 4,707 508,074 
Time Warner, Inc. 6,978 694,241 
Twenty-First Century Fox, Inc. Class A 7,622 206,709 
Viacom, Inc. Class B (non-vtg.) 708 24,631 
  3,194,478 
Multiline Retail - 0.1%   
Target Corp. 984 54,268 
Specialty Retail - 2.3%   
Home Depot, Inc. 1,526 234,256 
Lowe's Companies, Inc. 9,183 723,345 
O'Reilly Automotive, Inc. (a) 825 199,716 
TJX Companies, Inc. 3,766 283,241 
  1,440,558 
Textiles, Apparel & Luxury Goods - 0.3%   
NIKE, Inc. Class B 3,148 166,813 
TOTAL CONSUMER DISCRETIONARY  8,359,877 
CONSUMER STAPLES - 8.9%   
Beverages - 3.8%   
Coca-Cola European Partners PLC 8,322 341,535 
Constellation Brands, Inc. Class A (sub. vtg.) 2,008 366,962 
Diageo PLC 733 22,033 
Molson Coors Brewing Co. Class B 2,057 194,983 
PepsiCo, Inc. 11,100 1,297,257 
The Coca-Cola Co. 2,659 120,905 
  2,343,675 
Food & Staples Retailing - 0.9%   
Costco Wholesale Corp. 112 20,208 
CVS Health Corp. 758 58,237 
Kroger Co. 5,247 156,256 
Wal-Mart Stores, Inc. 2,039 160,265 
Walgreens Boots Alliance, Inc. 2,384 193,152 
  588,118 
Food Products - 1.8%   
Campbell Soup Co. 2,800 161,420 
Mondelez International, Inc. 9,133 425,506 
The Hershey Co. 2,365 272,614 
The Kraft Heinz Co. 2,937 270,791 
  1,130,331 
Household Products - 0.4%   
Procter & Gamble Co. 3,022 266,208 
Personal Products - 0.8%   
Estee Lauder Companies, Inc. Class A 5,134 483,315 
Unilever NV (NY Reg.) 355 20,157 
  503,472 
Tobacco - 1.2%   
Altria Group, Inc. 5,666 427,443 
Philip Morris International, Inc. 2,618 313,636 
  741,079 
TOTAL CONSUMER STAPLES  5,572,883 
ENERGY - 4.7%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 142 7,831 
Schlumberger Ltd. 492 34,238 
  42,069 
Oil, Gas & Consumable Fuels - 4.6%   
Anadarko Petroleum Corp. 4,102 207,274 
Apache Corp. 1,285 60,087 
Chevron Corp. 4,165 430,994 
Concho Resources, Inc. (a) 1,026 130,076 
ConocoPhillips Co. 3,226 144,170 
Diamondback Energy, Inc. (a) 1,836 170,307 
EOG Resources, Inc. 5,590 504,833 
EQT Corp. 2,627 145,194 
Exxon Mobil Corp. 122 9,821 
Imperial Oil Ltd. 1,413 39,978 
Kinder Morgan, Inc. 3,906 73,277 
Occidental Petroleum Corp. 5,330 314,097 
Phillips 66 Co. 1,833 139,510 
Pioneer Natural Resources Co. 1,620 270,313 
Suncor Energy, Inc. 4,183 130,923 
The Williams Companies, Inc. 3,786 108,280 
  2,879,134 
TOTAL ENERGY  2,921,203 
FINANCIALS - 11.6%   
Banks - 6.3%   
Bank of America Corp. (b) 47,310 1,060,217 
Citigroup, Inc. (b) 13,222 800,460 
JPMorgan Chase & Co. (b) 8,141 668,783 
KeyCorp 7,871 137,506 
PNC Financial Services Group, Inc. 684 81,191 
SVB Financial Group (a) 850 144,925 
U.S. Bancorp 9,262 471,343 
Wells Fargo & Co. 11,278 576,757 
  3,941,182 
Capital Markets - 2.8%   
Ameriprise Financial, Inc. 920 111,127 
Bank of New York Mellon Corp. 4,309 203,040 
Charles Schwab Corp. 6,519 252,611 
Goldman Sachs Group, Inc. 1,675 353,861 
IntercontinentalExchange, Inc. 3,323 200,011 
KKR & Co. LP 8,299 152,868 
Morgan Stanley 8,197 342,143 
State Street Corp. (b) 1,669 135,957 
  1,751,618 
Consumer Finance - 0.4%   
Capital One Financial Corp. 2,755 211,915 
Diversified Financial Services - 0.8%   
Berkshire Hathaway, Inc. Class B (a) 2,746 453,859 
Voya Financial, Inc. 1,773 60,601 
  514,460 
Insurance - 1.3%   
American International Group, Inc. 3,029 192,735 
Arthur J. Gallagher & Co. 1,703 96,611 
Athene Holding Ltd. 2,559 126,108 
Chubb Ltd. 1,535 219,797 
Marsh & McLennan Companies, Inc. 459 35,600 
Progressive Corp. 3,760 159,537 
  830,388 
TOTAL FINANCIALS  7,249,563 
HEALTH CARE - 11.6%   
Biotechnology - 1.4%   
Alexion Pharmaceuticals, Inc. (a) 534 52,348 
Amgen, Inc. 703 109,134 
Biogen, Inc. (a) 642 159,068 
Biohaven Pharmaceutical Holding Co. Ltd. 363 9,151 
BioMarin Pharmaceutical, Inc. (a) 634 55,564 
Celgene Corp. (a) 2,139 244,723 
Gilead Sciences, Inc. 514 33,353 
Intercept Pharmaceuticals, Inc. (a) 100 11,190 
Regeneron Pharmaceuticals, Inc. (a) 54 24,789 
Vertex Pharmaceuticals, Inc. (a) 1,576 194,794 
  894,114 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 3,870 176,704 
Becton, Dickinson & Co. 24 4,542 
Boston Scientific Corp. (a) 11,150 301,385 
Danaher Corp. 7,194 611,058 
Medtronic PLC 884 74,504 
Zimmer Biomet Holdings, Inc. 868 103,474 
  1,271,667 
Health Care Providers & Services - 2.4%   
Aetna, Inc. 3,426 496,290 
Anthem, Inc. 232 42,305 
Cardinal Health, Inc. 100 7,429 
Cigna Corp. 229 36,922 
Express Scripts Holding Co. (a) 346 20,674 
Humana, Inc. 581 134,943 
McKesson Corp. 362 59,039 
UnitedHealth Group, Inc. 4,007 701,946 
  1,499,548 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 2,087 125,930 
Pharmaceuticals - 5.5%   
Allergan PLC 1,408 315,040 
AstraZeneca PLC sponsored ADR 540 18,571 
Bayer AG 31 4,119 
Bristol-Myers Squibb Co. 4,235 228,478 
Eli Lilly & Co. 5,220 415,355 
GlaxoSmithKline PLC sponsored ADR 2,905 128,488 
Johnson & Johnson 6,235 799,639 
Merck & Co., Inc. 1,805 117,524 
Novartis AG sponsored ADR 133 10,875 
Pfizer, Inc. 18,090 590,639 
Sanofi SA 244 24,169 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,523 42,431 
Zoetis, Inc. Class A 11,987 746,550 
  3,441,878 
TOTAL HEALTH CARE  7,233,137 
INDUSTRIALS - 11.1%   
Aerospace & Defense - 2.2%   
General Dynamics Corp. 746 151,625 
L3 Technologies, Inc. 573 96,602 
Northrop Grumman Corp. 3,699 958,855 
The Boeing Co. 333 62,481 
United Technologies Corp. 935 113,397 
  1,382,960 
Air Freight & Logistics - 0.2%   
FedEx Corp. 168 32,565 
United Parcel Service, Inc. Class B 764 80,961 
  113,526 
Airlines - 0.8%   
Delta Air Lines, Inc. 6,181 303,673 
United Continental Holdings, Inc. (a) 2,492 198,538 
  502,211 
Building Products - 0.4%   
Allegion PLC 1,800 141,534 
Masco Corp. 3,361 125,197 
  266,731 
Electrical Equipment - 0.7%   
Fortive Corp. 6,503 406,112 
Industrial Conglomerates - 3.1%   
General Electric Co. 23,931 655,231 
Honeywell International, Inc. 9,582 1,274,310 
  1,929,541 
Machinery - 0.9%   
Ingersoll-Rand PLC 2,603 233,229 
PACCAR, Inc. 1,771 111,502 
Stanley Black & Decker, Inc. 1,673 230,272 
  575,003 
Road & Rail - 2.7%   
Canadian Pacific Railway Ltd. 675 106,793 
CSX Corp. (b) 6,357 344,359 
Norfolk Southern Corp. 6,962 863,497 
Union Pacific Corp. 3,623 399,617 
  1,714,266 
Trading Companies & Distributors - 0.1%   
HD Supply Holdings, Inc. (a) 1,850 74,648 
TOTAL INDUSTRIALS  6,964,998 
INFORMATION TECHNOLOGY - 22.5%   
Communications Equipment - 0.7%   
Cisco Systems, Inc. 14,501 457,217 
Electronic Equipment & Components - 1.5%   
Amphenol Corp. Class A 7,819 583,297 
TE Connectivity Ltd. 4,663 367,678 
  950,975 
Internet Software & Services - 5.1%   
Alphabet, Inc.:   
Class A (a) 174 171,754 
Class C (a) 2,027 1,955,771 
eBay, Inc. (a) 10,566 362,414 
Facebook, Inc. Class A (a) 4,750 719,435 
Velti PLC (a)(c) 976 
  3,209,376 
IT Services - 3.0%   
Accenture PLC Class A 2,647 329,472 
Cognizant Technology Solutions Corp. Class A 3,476 232,579 
IBM Corp. 1,287 196,435 
MasterCard, Inc. Class A 646 79,380 
PayPal Holdings, Inc. (a) 3,162 165,088 
Visa, Inc. Class A 7,887 751,079 
WEX, Inc. (a) 853 87,142 
  1,841,175 
Semiconductors & Semiconductor Equipment - 4.5%   
Analog Devices, Inc. 8,764 751,601 
Broadcom Ltd. 2,190 524,461 
Intel Corp. 5,064 182,861 
Microchip Technology, Inc. 1,543 128,532 
Micron Technology, Inc. (a) 3,398 104,556 
NVIDIA Corp. 651 93,972 
NXP Semiconductors NV (a) 1,140 125,286 
Qualcomm, Inc. 5,000 286,350 
Texas Instruments, Inc. 5,689 469,286 
Xilinx, Inc. 2,325 155,101 
  2,822,006 
Software - 4.4%   
Activision Blizzard, Inc. 1,798 105,327 
Adobe Systems, Inc. (a) 2,515 356,778 
Electronic Arts, Inc. (a) 827 93,724 
Microsoft Corp. 23,440 1,637,050 
Oracle Corp. 6,662 302,388 
Salesforce.com, Inc. (a) 96 8,605 
Snap, Inc. Class A (a) 2,267 48,083 
Take-Two Interactive Software, Inc. (a) 1,540 118,180 
Workday, Inc. Class A (a) 827 82,683 
  2,752,818 
Technology Hardware, Storage & Peripherals - 3.3%   
Apple, Inc. (b) 12,876 1,966,933 
Western Digital Corp. 1,161 104,560 
  2,071,493 
TOTAL INFORMATION TECHNOLOGY  14,105,060 
MATERIALS - 4.0%   
Chemicals - 3.2%   
Air Products & Chemicals, Inc. 1,903 274,146 
E.I. du Pont de Nemours & Co. 3,337 263,356 
Eastman Chemical Co. 2,250 180,248 
LyondellBasell Industries NV Class A 460 37,039 
Monsanto Co. 2,260 265,369 
Potash Corp. of Saskatchewan, Inc. 20,691 341,723 
PPG Industries, Inc. 70 7,445 
Praxair, Inc. 4,250 562,233 
The Mosaic Co. 2,575 58,272 
  1,989,831 
Construction Materials - 0.1%   
Vulcan Materials Co. 493 61,452 
Containers & Packaging - 0.7%   
Berry Global Group, Inc. (a) 2,745 159,183 
Crown Holdings, Inc. (a) 1,839 106,184 
Packaging Corp. of America 1,020 104,203 
WestRock Co. 1,346 73,249 
  442,819 
TOTAL MATERIALS  2,494,102 
REAL ESTATE - 1.2%   
Equity Real Estate Investment Trusts (REITs) - 1.2%   
American Tower Corp. 102 13,381 
AvalonBay Communities, Inc. 620 118,569 
Crown Castle International Corp. 4,207 427,642 
Public Storage 332 71,496 
Vornado Realty Trust 1,289 118,846 
  749,934 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 0.7%   
AT&T, Inc. 4,307 165,949 
Verizon Communications, Inc. 5,426 253,069 
  419,018 
Wireless Telecommunication Services - 0.4%   
T-Mobile U.S., Inc. (a) 4,321 291,322 
TOTAL TELECOMMUNICATION SERVICES  710,340 
UTILITIES - 3.5%   
Electric Utilities - 3.4%   
Edison International 1,699 138,587 
Exelon Corp. 1,517 55,082 
Fortis, Inc. 3,890 127,903 
Fortis, Inc. 7,354 242,094 
NextEra Energy, Inc. 5,661 800,692 
PG&E Corp. 2,108 144,145 
PPL Corp. 11,335 452,380 
Xcel Energy, Inc. 3,084 147,754 
  2,108,637 
Multi-Utilities - 0.1%   
CMS Energy Corp. 2,056 97,475 
TOTAL UTILITIES  2,206,112 
TOTAL COMMON STOCKS   
(Cost $44,105,673)  58,567,209 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(c) 151 5,018 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A 6.125% 100 5,316 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $11,909)  10,334 
Equity Funds - 0.9%   
Sector Funds - 0.9%   
iShares NASDAQ Biotechnology Index ETF   
(Cost $524,252) 1,861 531,781 
U.S. Treasury Obligations - 0.2%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.75% to 0.86% 6/22/17 to 8/3/17 (d)   
(Cost $109,882) $110,000 109,873 
Money Market Funds - 5.2%   
 Shares  
Invesco Government & Agency Portfolio Institutional Class 0.71%(e)   
(Cost $3,274,884) 3,274,884 3,274,884 
TOTAL INVESTMENT PORTFOLIO - 99.8%   
(Cost $48,026,600)  62,494,081 
NET OTHER ASSETS (LIABILITIES) - 0.2%  113,883 
NET ASSETS - 100%  $62,607,964 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Apple, Inc. 7/21/17 - $155.00 $106 $(303) 
Bank of America Corp. 8/18/17 - $26.00 12 204 (126) 
Citigroup, Inc. 8/18/17 - $65.00 831 (438) 
CSX Corp. 7/21/17 - $52.50 308 (630) 
JPMorgan Chase & Co. 8/18/17 - $90.00 285 (123) 
State Street Corp. 8/18/17 - $85.00 274 (299) 
TOTAL WRITTEN OPTIONS   $2,008 $(1,919) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
17 CME E-mini S&P 500 Index Contracts (United States) June 2017 2,049,435 $38,585 

The face value of futures purchased as a percentage of Net Assets is 3.3%

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 $130,263.

 (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 $5,020 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 $91,898.

 (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 May 31, 2017, 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 $8,364,895 $8,359,877 $-- $5,018 
Consumer Staples 5,572,883 5,550,850 22,033 -- 
Energy 2,921,203 2,921,203 -- -- 
Financials 7,249,563 7,249,563 -- -- 
Health Care 7,238,453 7,204,849 33,604 -- 
Industrials 6,964,998 6,964,998 -- -- 
Information Technology 14,105,060 14,105,060 -- -- 
Materials 2,494,102 2,494,102 -- -- 
Real Estate 749,934 749,934 -- -- 
Telecommunication Services 710,340 710,340 -- -- 
Utilities 2,206,112 2,206,112 -- -- 
Equity Funds 531,781 531,781 -- -- 
Other Short-Term Investments  109,873 -- 109,873 -- 
Money Market Funds 3,274,884 3,274,884 -- -- 
Total Investments in Securities: $62,494,081 $62,323,553 $165,510 $5,018 
Derivative Instruments:     
Assets     
Futures Contracts $38,585 $38,585 $-- $-- 
Total Assets $38,585 $38,585 $-- $-- 
Liabilities     
Written Options $(1,919) $(1,919) $-- $-- 
Total Liabilities $(1,919) $(1,919) $-- $-- 
Total Derivative Instruments: $36,666 $36,666 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $38,585 $0 
Written Options(b) (1,919) 
Total Equity Risk 38,585 (1,919) 
Total Value of Derivatives $38,585 $(1,919) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $48,026,600) 
 $62,494,081 
Foreign currency held at value (cost $2,554)  2,532 
Receivable for investments sold  1,337,562 
Receivable for fund shares sold  2,676 
Dividends receivable  114,939 
Interest receivable  2,011 
Receivable for daily variation margin for derivative instruments  340 
Prepaid expenses  302 
Receivable from investment adviser for expense reductions  3,731 
Other receivables  990 
Total assets  63,959,164 
Liabilities   
Payable to custodian bank $2,635  
Payable for investments purchased 1,190,182  
Payable for fund shares redeemed 50,871  
Accrued management fee 31,096  
Distribution and service plan fees payable 28  
Written options, at value (premium received $2,008) 1,919  
Other affiliated payables 6,403  
Other payables and accrued expenses 68,066  
Total liabilities  1,351,200 
Net Assets  $62,607,964 
Net Assets consist of:   
Paid in capital  $45,820,192 
Undistributed net investment income  212,114 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  2,069,522 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  14,506,136 
Net Assets  $62,607,964 
Core Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($58,221,026 ÷ 4,518,021 shares)  $12.89 
Class F:   
Net Asset Value, offering price and redemption price per share ($4,118,450 ÷ 318,022 shares)  $12.95 
Class L:   
Net Asset Value, offering price and redemption price per share ($134,838 ÷ 10,463 shares)  $12.89 
Class N:   
Net Asset Value, offering price and redemption price per share ($133,650 ÷ 10,385 shares)  $12.87 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $1,014,343 
Interest  14,037 
Total income  1,028,380 
Expenses   
Management fee $349,024  
Transfer agent fees 53,073  
Distribution and service plan fees 313  
Accounting fees and expenses 22,623  
Custodian fees and expenses 87,417  
Independent trustees' fees and expenses 692  
Registration fees 42,779  
Audit 69,719  
Legal 6,956  
Miscellaneous 2,280  
Total expenses before reductions 634,876  
Expense reductions (114,603) 520,273 
Net investment income (loss)  508,107 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,329,904  
Foreign currency transactions 1,070  
Futures contracts 365,269  
Written options 4,429  
Total net realized gain (loss)  4,700,672 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
3,978,310  
Assets and liabilities in foreign currencies 18  
Futures contracts (71,122)  
Written options 89  
Total change in net unrealized appreciation (depreciation)  3,907,295 
Net gain (loss)  8,607,967 
Net increase (decrease) in net assets resulting from operations  $9,116,074 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $508,107 $490,739 
Net realized gain (loss) 4,700,672 3,376,503 
Change in net unrealized appreciation (depreciation) 3,907,295 (3,873,441) 
Net increase (decrease) in net assets resulting from operations 9,116,074 (6,199) 
Distributions to shareholders from net investment income (471,794) (513,897) 
Distributions to shareholders from net realized gain (4,835,255) (4,359,150) 
Total distributions (5,307,049) (4,873,047) 
Share transactions - net increase (decrease) 3,335,131 (3,202,704) 
Total increase (decrease) in net assets 7,144,156 (8,081,950) 
Net Assets   
Beginning of period 55,463,808 63,545,758 
End of period $62,607,964 $55,463,808 
Other Information   
Undistributed net investment income end of period $212,114 $175,050 

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


Financial Highlights — Strategic Advisers Core Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $12.11 $13.07 $14.28 $13.02 $10.61 
Income from Investment Operations      
Net investment income (loss)A .11 .10 .10 .11 .13 
Net realized and unrealized gain (loss) 1.82 (.04) 1.28 2.27 2.60 
Total from investment operations 1.93 .06 1.38 2.38 2.73 
Distributions from net investment income (.10) (.11) (.12) (.11) (.12) 
Distributions from net realized gain (1.05) (.91) (2.47) (1.02) (.20) 
Total distributions (1.15) (1.02) (2.59) (1.12)B (.32) 
Net asset value, end of period $12.89 $12.11 $13.07 $14.28 $13.02 
Total ReturnC 17.03% .61% 10.70% 19.49% 26.33% 
Ratios to Average Net AssetsD      
Expenses before reductions 1.10% 1.20% 1.14% 1.21% 1.03% 
Expenses net of fee waivers, if any .90% .97% .97% .97% .97% 
Expenses net of all reductions .90% .97% .97% .97% .96% 
Net investment income (loss) .87% .84% .78% .80% 1.12% 
Supplemental Data      
Net assets, end of period (000 omitted) $58,221 $52,330 $60,606 $60,938 $67,623 
Portfolio turnover rateE 151% 143% 151% 134% 95% 

 A Calculated based on average shares outstanding during the period.

 B 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.

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

 D 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. 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.

 E 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

Years ended May 31, 2017 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 .12 .11 .11 .12 .06 
Net realized and unrealized gain (loss) 1.83 (.04) 1.28 2.28 1.46 
Total from investment operations 1.95 .07 1.39 2.40 1.52 
Distributions from net investment income (.10) (.11) (.12) (.11) (.08) 
Distributions from net realized gain (1.05) (.91) (2.47) (1.02) (.04) 
Total distributions (1.15) (1.02) (2.59) (1.12)C (.12) 
Net asset value, end of period $12.95 $12.15 $13.10 $14.30 $13.02 
Total ReturnD,E 17.14% .69% 10.78% 19.66% 13.22% 
Ratios to Average Net AssetsF      
Expenses before reductions 1.00% 1.10% 1.05% 1.11% .96%G 
Expenses net of fee waivers, if any .81% .87% .87% .87% .87%G 
Expenses net of all reductions .81% .87% .87% .87% .86%G 
Net investment income (loss) .96% .93% .88% .90% 1.02%G 
Supplemental Data      
Net assets, end of period (000 omitted) $4,118 $2,891 $2,698 $1,527 $285 
Portfolio turnover rateH 151% 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

Years ended May 31, 2017 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 .11 .10 .10 .07 
Net realized and unrealized gain (loss) 1.82 (.04) 1.27 1.19 
Total from investment operations 1.93 .06 1.37 1.26 
Distributions from net investment income (.10) (.11) (.12) (.06) 
Distributions from net realized gain (1.05) (.91) (2.47) (.41) 
Total distributions (1.15) (1.02) (2.59) (.47) 
Net asset value, end of period $12.89 $12.11 $13.07 $14.29 
Total ReturnC,D 17.03% .61% 10.62% 9.50% 
Ratios to Average Net AssetsE     
Expenses before reductions 1.10% 1.20% 1.14% 1.19%F 
Expenses net of fee waivers, if any .90% .97% .97% .97%F 
Expenses net of all reductions .90% .97% .97% .97%F 
Net investment income (loss) .87% .83% .78% .90%F 
Supplemental Data     
Net assets, end of period (000 omitted) $135 $122 $121 $109 
Portfolio turnover rateG 151% 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

Years ended May 31, 2017 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 .08 .07 .07 .05 
Net realized and unrealized gain (loss) 1.81 (.04) 1.28 1.18 
Total from investment operations 1.89 .03 1.35 1.23 
Distributions from net investment income (.07) (.08) (.09) (.06) 
Distributions from net realized gain (1.05) (.91) (2.47) (.41) 
Total distributions (1.12) (.99) (2.56) (.46)C 
Net asset value, end of period $12.87 $12.10 $13.06 $14.27 
Total ReturnD,E 16.66% .36% 10.43% 9.32% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.35% 1.45% 1.39% 1.45%G 
Expenses net of fee waivers, if any 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) .62% .58% .53% .65%G 
Supplemental Data     
Net assets, end of period (000 omitted) $134 $121 $121 $109 
Portfolio turnover rateH 151% 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income 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 and options contracts, foreign currency transactions, 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 $14,844,875 
Gross unrealized depreciation (670,140) 
Net unrealized appreciation (depreciation) on securities $14,174,735 
Tax Cost $48,319,346 

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

Undistributed ordinary income $915,585 
Undistributed long-term capital gain $1,698,370 
Net unrealized appreciation (depreciation) on securities and other investments $14,174,805 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $1,030,553 $ 1,137,130 
Long-term Capital Gains 4,276,496 3,735,917 
Total $5,307,049 $ 4,873,047 

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 $ 365,269 $(71,122) 
Written Options 4,429 89 
Totals $369,698 $(71,033) 

A summary of the value of derivatives by primary risk exposure as of period end 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 203 13,143 
Options Exercised (73) (5,741) 
Options Closed (47) (2,385) 
Options Expired (57) (3,009) 
Outstanding at end of period 26 $2,008 

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $82,537,222 and $83,661,588, 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 annual 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% $313 $313 

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 
Core Multi-Manager $52,830 .10 
Class L 122 .10 
Class N 121 .10 
 $53,073  

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 $304 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 $192 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(a) 
Expense
Limitations(b) 
Reimbursement 
Core Multi-Manager .90% .90% $107,527 
Class F .80% .81% 6,554 
Class L .90% .90% 247 
Class N 1.15% 1.15% 249 

 (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 $16 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 $10.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2017 
Year ended May 31, 2016 
From net investment income   
Core Multi-Manager $443,816 $487,696 
Class F 26,230 24,473 
Class L 1,027 1,009 
Class N 721 719 
Total $471,794 $513,897 
From net realized gain   
Core Multi-Manager $4,552,626 $4,135,487 
Class F 261,588 206,573 
Class L 10,549 8,557 
Class N 10,492 8,533 
Total $4,835,255 $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 
 Year ended
May 31, 2017 
Year ended May 31, 2016 Year ended
May 31, 2017 
Year ended May 31, 2016 
Core Multi-Manager     
Shares sold 141,085 96,245 $1,713,629 $1,129,447 
Reinvestment of distributions 422,177 384,610 4,996,442 4,623,183 
Shares redeemed (366,148) (796,791) (4,350,140) (9,362,604) 
Net increase (decrease) 197,114 (315,936) $2,359,931 $(3,609,974) 
Class F     
Shares sold 139,459 92,805 $1,705,384 $1,114,584 
Reinvestment of distributions 24,215 19,171 287,818 231,046 
Shares redeemed (83,486) (80,075) (1,027,313) (957,178) 
Net increase (decrease) 80,188 31,901 $965,889 $388,452 
Class L     
Reinvestment of distributions 978 796 $11,576 $9,566 
Shares redeemed (578) – (6,762) – 
Net increase (decrease) 400 796 $4,814 $9,566 
Class N     
Reinvestment of distributions 948 769 $11,213 $9,252 
Shares redeemed (575) – (6,716) – 
Net increase (decrease) 373 769 $4,497 $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 89% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Core Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Core Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 17, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Core Multi-Manager .90%    
Actual  $1,000.00 $1,103.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class F .81%    
Actual  $1,000.00 $1,103.70 $4.25 
Hypothetical-C  $1,000.00 $1,020.89 $4.08 
Class L .90%    
Actual  $1,000.00 $1,103.30 $4.72 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,101.80 $6.03 
Hypothetical-C  $1,000.00 $1,019.20 $5.79 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Core Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Core Multi-Manager Fund     
Strategic Advisers Core Multi-Manager Fund 07/10/17 07/07/17 $0.044 $0.495 
Class F 07/10/17 07/07/17 $0.044 $0.495 
Class L 07/10/17 07/07/17 $0.044 $0.495 
Class N 07/10/17 07/07/17 $0.031 $0.495 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $3,033,134, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Core Multi-Manager Fund designates 97%, and 58%; Class F designates 97%, and 58%; Class L designates 97% and 58%; and Class N designates 100%, and 65% of the dividends distributed in July and December respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Core Multi-Manager Fund designates 98%, and 65%; Class F designates 98%, and 65%; Class L designates 98%, and 65%; and Class N designates 100% and 72% of the dividends distributed in July and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Multi-Manager Fund

On March 7, 2017, 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 J.P. Morgan Investment Management Inc. (J.P. Morgan) to add an additional investment mandate (the Amended Sub-Advisory Agreement) for 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, which was amended to add a new investment mandate.

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, Inc. (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. 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 J.P. Morgan from its oversight of J.P. Morgan as a sub-adviser on an existing investment mandate on behalf of the fund and other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to the fund and other Strategic Advisers funds will also provide services to the fund on behalf of the new investment mandate. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by J.P. Morgan under the new investment mandate on behalf of the fund. The Board also considered the structure of J.P. Morgan's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund under the new investment mandate 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 J.P. Morgan will utilize a different investment mandate to manage the fund than it currently uses on behalf of the fund and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the new investment mandate and its use of technology. The Board noted that J.P. Morgan'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 J.P. Morgan's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by J.P. Morgan in connection with the annual renewal of the Current Sub-Advisory Agreement and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of J.P. Morgan 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 Amended Sub-Advisory Agreement should continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Amended 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 J.P. Morgan and the projected change in the fund's total management fee and total operating expenses, if any, as a result of the new investment mandate.

The Board considered that the Amended Sub-Advisory Agreement will not result in any changes to the fund's total management fee or total fund expenses of the fund because Strategic Advisers does not expect to allocate any assets of the fund to J.P. Morgan under the new investment mandate at this time. The Board also considered that the Amended Sub-Advisory Agreement will 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.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) 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 or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve the Amended Sub-Advisory Agreement.

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates and each sub-adviser 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 and each sub-advisory agreement. With respect to the Amended Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the addition of the new investment mandate 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 under the Amended Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers.

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 continues to bear a reasonable relationship to the services to be rendered and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

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-L-MMC-N-ANN-0717
1.9585620.103


Strategic Advisers® Growth Multi-Manager Fund



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Growth Multi-Manager Fund 19.13% 14.96% 14.37% 

 A From November 16, 2011


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Growth Multi-Manager Fund, a class of the fund, on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.


Period Ending Values

$21,047Strategic Advisers® Growth Multi-Manager Fund

$22,538Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 19%, trailing the 20.27% return of the benchmark Russell 1000® Growth Index. Underlying managers holding large-cap aggressive-growth stocks performed particularly well this period and bolstered the Fund’s relative performance. Conversely, managers pursuing valuation-driven strategies underperformed and detracted versus the benchmark. Sub-adviser Waddell & Reed’s quality-growth strategy was the biggest relative detractor, due to unfavorable positioning in several sectors. We defunded this strategy early in the period. The Blended Research Large Cap Growth strategy from sub-adviser Massachusetts Financial Services performed somewhat worse than expected due to adverse security selection across several sectors. On the plus side, Fidelity® Blue Chip Growth Fund was the top relative contributor, as its aggressive, large-cap growth strategy yielded strong overall positioning in technology. Sub-advisor ClariVest Asset Management also contributed, as this manager's quantitative strategy with a momentum bias led it to overweight the technology sector, within which it also benefited from favorable stock picks. As of period end, we had defunded sub-adviser Morgan Stanley Investment Management due to concern about the longer-term performance of its strategy.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity Blue Chip Growth Fund 5.4 5.3 
Fidelity SAI U.S. Quality Index Fund 5.2 5.3 
Facebook, Inc. Class A 4.1 3.7 
Amazon.com, Inc. 3.9 3.6 
Apple, Inc. 3.6 2.8 
Microsoft Corp. 3.3 3.3 
Alphabet, Inc. Class C 2.4 2.1 
Alphabet, Inc. Class A 2.2 2.0 
Visa, Inc. Class A 1.6 1.6 
Comcast Corp. Class A 1.6 1.5 
 33.3  

Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 33.2 31.1 
Consumer Discretionary 14.7 14.6 
Health Care 12.8 13.3 
Consumer Staples 7.8 8.4 
Industrials 7.8 7.9 

Asset Allocation (% of fund's net assets)

As of May 31, 2017  
   Common Stocks 84.1% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.3% 


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


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 84.1%   
 Shares Value 
CONSUMER DISCRETIONARY - 14.7%   
Auto Components - 0.7%   
Lear Corp. 3,008 $448,312 
Automobiles - 0.2%   
Thor Industries, Inc. 1,760 159,333 
Hotels, Restaurants & Leisure - 3.2%   
Carnival Corp. 2,684 171,961 
Domino's Pizza, Inc. 2,417 511,727 
International Game Technology PLC 3,108 55,167 
Marriott International, Inc. Class A 1,806 194,416 
McDonald's Corp. 2,025 305,552 
Starbucks Corp. 3,487 221,808 
Wyndham Worldwide Corp. 2,131 215,210 
Yum China Holdings, Inc. 4,979 191,243 
Yum! Brands, Inc. 3,389 246,177 
  2,113,261 
Household Durables - 0.6%   
D.R. Horton, Inc. 7,513 245,600 
Mohawk Industries, Inc. (a) 563 134,726 
  380,326 
Internet & Direct Marketing Retail - 4.4%   
Amazon.com, Inc. (a) 2,584 2,570,098 
Priceline Group, Inc. (a) 199 373,541 
  2,943,639 
Media - 2.6%   
Charter Communications, Inc. Class A (a) 1,032 356,608 
Comcast Corp. Class A 24,633 1,026,950 
The Walt Disney Co. 2,877 310,543 
  1,694,101 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,569 121,911 
Specialty Retail - 2.7%   
AutoZone, Inc. (a) 386 233,885 
Best Buy Co., Inc. 4,342 257,871 
Dick's Sporting Goods, Inc. 3,145 129,354 
Foot Locker, Inc. 2,888 171,576 
Home Depot, Inc. 4,165 639,369 
Ross Stores, Inc. 4,633 296,141 
Urban Outfitters, Inc. (a) 4,062 76,650 
  1,804,846 
Textiles, Apparel & Luxury Goods - 0.1%   
NIKE, Inc. Class B 1,313 69,576 
TOTAL CONSUMER DISCRETIONARY  9,735,305 
CONSUMER STAPLES - 7.8%   
Beverages - 2.7%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,581 288,928 
Monster Beverage Corp. (a) 10,359 523,751 
PepsiCo, Inc. 4,396 513,761 
The Coca-Cola Co. 9,478 430,965 
  1,757,405 
Food & Staples Retailing - 0.8%   
Costco Wholesale Corp. 578 104,289 
CVS Health Corp. 1,469 112,863 
Wal-Mart Stores, Inc. 3,810 299,466 
  516,618 
Food Products - 2.6%   
Archer Daniels Midland Co. 4,016 166,985 
Bunge Ltd. 1,241 99,243 
Danone SA sponsored ADR 29,945 446,031 
Ingredion, Inc. 1,210 138,049 
Mondelez International, Inc. 1,834 85,446 
Pinnacle Foods, Inc. 2,760 171,976 
The Hershey Co. 1,935 223,047 
The J.M. Smucker Co. 972 124,270 
Tyson Foods, Inc. Class A 5,270 302,182 
  1,757,229 
Household Products - 0.6%   
Procter & Gamble Co. 4,631 407,945 
Personal Products - 0.3%   
Estee Lauder Companies, Inc. Class A 2,164 203,719 
Tobacco - 0.8%   
Altria Group, Inc. 4,064 306,588 
Philip Morris International, Inc. 1,777 212,885 
  519,473 
TOTAL CONSUMER STAPLES  5,162,389 
ENERGY - 0.8%   
Energy Equipment & Services - 0.4%   
Schlumberger Ltd. 3,704 257,761 
Oil, Gas & Consumable Fuels - 0.4%   
EOG Resources, Inc. 1,805 163,010 
ONEOK, Inc. 1,960 97,373 
Parsley Energy, Inc. Class A (a) 1,465 43,437 
  303,820 
TOTAL ENERGY  561,581 
FINANCIALS - 3.7%   
Banks - 0.7%   
Bank of America Corp. 14,898 333,864 
Zions Bancorporation 2,240 89,757 
  423,621 
Capital Markets - 1.8%   
Bank of New York Mellon Corp. 5,955 280,600 
FactSet Research Systems, Inc. 1,393 230,806 
Morgan Stanley 4,360 181,986 
SEI Investments Co. 7,207 360,999 
State Street Corp. 1,625 132,373 
  1,186,764 
Consumer Finance - 0.6%   
American Express Co. 2,397 184,425 
Discover Financial Services 3,632 213,198 
  397,623 
Diversified Financial Services - 0.0%   
Varex Imaging Corp. (a) 722 24,801 
Insurance - 0.6%   
MetLife, Inc. 3,117 157,689 
Progressive Corp. 2,330 98,862 
Prudential Financial, Inc. 1,448 151,823 
  408,374 
TOTAL FINANCIALS  2,441,183 
HEALTH CARE - 12.8%   
Biotechnology - 4.1%   
AbbVie, Inc. 2,707 178,716 
Alexion Pharmaceuticals, Inc. (a) 1,218 119,401 
Amgen, Inc. 4,858 754,156 
Biogen, Inc. (a) 1,622 401,883 
Celgene Corp. (a) 5,594 640,010 
Gilead Sciences, Inc. 3,092 200,640 
Regeneron Pharmaceuticals, Inc. (a) 874 401,218 
  2,696,024 
Health Care Equipment & Supplies - 2.5%   
Edwards Lifesciences Corp. (a) 5,485 631,159 
Hologic, Inc. (a) 3,181 137,769 
Medtronic PLC 2,114 178,168 
Stryker Corp. 1,131 161,688 
The Cooper Companies, Inc. 1,135 248,281 
Varian Medical Systems, Inc. (a) 3,144 311,319 
  1,668,384 
Health Care Providers & Services - 3.2%   
Aetna, Inc. 1,759 254,809 
Express Scripts Holding Co. (a) 4,266 254,894 
HCA Holdings, Inc. (a) 2,797 229,102 
Humana, Inc. 345 80,130 
Laboratory Corp. of America Holdings (a) 1,716 238,524 
McKesson Corp. 917 149,554 
UnitedHealth Group, Inc. 5,169 905,505 
  2,112,518 
Health Care Technology - 0.5%   
Cerner Corp. (a) 4,955 323,809 
Life Sciences Tools & Services - 0.6%   
Thermo Fisher Scientific, Inc. 2,339 404,156 
Pharmaceuticals - 1.9%   
Eli Lilly & Co. 4,528 360,293 
Merck & Co., Inc. 3,530 229,838 
Novartis AG sponsored ADR 3,389 277,119 
Novo Nordisk A/S Series B sponsored ADR 9,966 422,259 
  1,289,509 
TOTAL HEALTH CARE  8,494,400 
INDUSTRIALS - 7.8%   
Aerospace & Defense - 2.3%   
General Dynamics Corp. 1,102 223,982 
Lockheed Martin Corp. 610 171,489 
Northrop Grumman Corp. 2,350 609,167 
Orbital ATK, Inc. 648 65,876 
Spirit AeroSystems Holdings, Inc. Class A 1,713 93,341 
Textron, Inc. 2,906 138,907 
United Technologies Corp. 1,801 218,425 
  1,521,187 
Air Freight & Logistics - 1.3%   
Expeditors International of Washington, Inc. 6,949 370,938 
FedEx Corp. 750 145,380 
United Parcel Service, Inc. Class B 2,967 314,413 
  830,731 
Airlines - 0.3%   
Copa Holdings SA Class A 988 111,684 
Delta Air Lines, Inc. 1,850 90,891 
  202,575 
Building Products - 0.8%   
Lennox International, Inc. 573 101,478 
Owens Corning 6,615 412,776 
  514,254 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 665 151,088 
Machinery - 1.5%   
Deere & Co. 4,449 544,825 
Ingersoll-Rand PLC 2,580 231,168 
Oshkosh Corp. 1,640 103,517 
Parker Hannifin Corp. 765 120,465 
  999,975 
Road & Rail - 0.4%   
CSX Corp. 2,105 114,028 
Union Pacific Corp. 1,548 170,744 
  284,772 
Trading Companies & Distributors - 1.0%   
HD Supply Holdings, Inc. (a) 4,542 183,270 
MSC Industrial Direct Co., Inc. Class A 1,170 98,210 
United Rentals, Inc. (a) 2,018 219,417 
Univar, Inc. (a) 5,075 154,382 
  655,279 
TOTAL INDUSTRIALS  5,159,861 
INFORMATION TECHNOLOGY - 33.2%   
Communications Equipment - 1.6%   
Cisco Systems, Inc. 25,708 810,573 
Juniper Networks, Inc. 8,145 238,893 
  1,049,466 
Internet Software & Services - 10.2%   
Alibaba Group Holding Ltd. sponsored ADR (a) 6,106 747,741 
Alphabet, Inc.:   
Class A (a) 1,490 1,470,764 
Class C (a) 1,630 1,572,722 
Dropbox, Inc. Class B (a)(b) 1,441 18,013 
eBay, Inc. (a) 8,090 277,487 
Facebook, Inc. Class A (a) 17,743 2,687,355 
SurveyMonkey (a)(b) 1,159 13,572 
  6,787,654 
IT Services - 5.4%   
Accenture PLC Class A 2,241 278,937 
Amdocs Ltd. 1,151 74,562 
Automatic Data Processing, Inc. 1,166 119,363 
DXC Technology Co. 2,622 203,257 
Fidelity National Information Services, Inc. 1,682 144,433 
Fiserv, Inc. (a) 2,004 251,061 
FleetCor Technologies, Inc. (a) 1,635 235,914 
Global Payments, Inc. 3,604 330,162 
IBM Corp. 469 71,583 
MasterCard, Inc. Class A 2,717 333,865 
Total System Services, Inc. 2,793 166,323 
Vantiv, Inc. (a) 4,098 257,027 
Visa, Inc. Class A 11,441 1,089,526 
  3,556,013 
Semiconductors & Semiconductor Equipment - 3.8%   
Analog Devices, Inc. 794 68,093 
Applied Materials, Inc. 11,275 517,297 
KLA-Tencor Corp. 660 68,640 
Lam Research Corp. 2,345 363,874 
Microchip Technology, Inc. 1,895 157,854 
NVIDIA Corp. 4,789 691,292 
Qualcomm, Inc. 7,833 448,596 
Texas Instruments, Inc. 2,697 222,476 
  2,538,122 
Software - 8.0%   
Activision Blizzard, Inc. 2,485 145,571 
Adobe Systems, Inc. (a) 3,893 552,261 
Autodesk, Inc. (a) 4,955 553,820 
Electronic Arts, Inc. (a) 6,228 705,819 
Intuit, Inc. 2,323 326,707 
Microsoft Corp. 31,360 2,190,182 
Oracle Corp. 12,795 580,765 
Synopsys, Inc. (a) 3,420 256,055 
  5,311,180 
Technology Hardware, Storage & Peripherals - 4.2%   
Apple, Inc. 15,471 2,363,350 
NCR Corp. (a) 3,991 153,773 
NetApp, Inc. 6,584 266,586 
  2,783,709 
TOTAL INFORMATION TECHNOLOGY  22,026,144 
MATERIALS - 2.0%   
Chemicals - 1.3%   
Air Products & Chemicals, Inc. 1,234 177,770 
FMC Corp. 1,157 87,203 
LyondellBasell Industries NV Class A 2,649 213,297 
Monsanto Co. 2,436 286,035 
Sherwin-Williams Co. 184 61,046 
  825,351 
Containers & Packaging - 0.4%   
Berry Global Group, Inc. (a) 2,599 150,716 
Owens-Illinois, Inc. (a) 5,595 126,279 
  276,995 
Metals & Mining - 0.3%   
Steel Dynamics, Inc. 6,511 221,309 
TOTAL MATERIALS  1,323,655 
REAL ESTATE - 0.9%   
Equity Real Estate Investment Trusts (REITs) - 0.9%   
Alexandria Real Estate Equities, Inc. 1,803 210,374 
American Tower Corp. 810 106,264 
Equity Lifestyle Properties, Inc. 1,095 92,418 
Public Storage 286 61,590 
Simon Property Group, Inc. 973 150,085 
  620,731 
TELECOMMUNICATION SERVICES - 0.3%   
Diversified Telecommunication Services - 0.3%   
Verizon Communications, Inc. 3,545 165,339 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 7,253 84,715 
TOTAL COMMON STOCKS   
(Cost $37,637,723)  55,775,303 
Convertible Preferred Stocks - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b)   
(Cost $1,303) 144 1,800 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (c) 44,507 3,601,515 
Fidelity SAI U.S. Quality Index Fund (c) 282,596 3,447,674 
TOTAL EQUITY FUNDS   
(Cost $5,819,974)  7,049,189 
U.S. Treasury Obligations - 0.2%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.76% to 0.96% 6/29/17 to 8/31/17 (d)   
(Cost $129,895) $130,000 129,889 
Money Market Funds - 5.3%   
   
Invesco Government & Agency Portfolio Institutional Class 0.71%(e)   
(Cost $3,531,706) 3,531,706 3,531,706 
TOTAL INVESTMENT PORTFOLIO - 100.2%   
(Cost $47,120,601)  66,487,887 
NET OTHER ASSETS (LIABILITIES) - (0.2)%  (129,602) 
NET ASSETS - 100%  $66,358,285 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
49 ICE Russell 1000 Growth Index Contracts (United States) June 2017 2,930,935 $138,081 

The face value of futures purchased as a percentage of Net Assets is 4.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $4,511,407.

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 $33,385 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 $129,889.

 (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. Class B 5/1/12 $13,044 
Dropbox, Inc. Series A 5/25/12 $1,303 
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 $6,678 $3,601,515 
Fidelity SAI U.S. Quality Index Fund -- 2,914,718 -- 39,457 3,447,674 
Total $-- $5,863,488 $44,250 $46,135 $7,049,189 

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $9,735,305 $9,735,305 $-- $-- 
Consumer Staples 5,162,389 5,162,389 -- -- 
Energy 561,581 561,581 -- -- 
Financials 2,441,183 2,441,183 -- -- 
Health Care 8,494,400 8,494,400 -- -- 
Industrials 5,159,861 5,159,861 -- -- 
Information Technology 22,027,944 21,994,559 -- 33,385 
Materials 1,323,655 1,323,655 -- -- 
Real Estate 620,731 620,731 -- -- 
Telecommunication Services 165,339 165,339 -- -- 
Utilities 84,715 84,715 -- -- 
Equity Funds 7,049,189 7,049,189 -- -- 
Other Short-Term Investments  129,889 -- 129,889 -- 
Money Market Funds 3,531,706 3,531,706 -- -- 
Total Investments in Securities: $66,487,887 $66,324,613 $129,889 $33,385 
Derivative Instruments:     
Assets     
Futures Contracts $138,081 $138,081 $-- $-- 
Total Assets $138,081 $138,081 $-- $-- 
Total Derivative Instruments: $138,081 $138,081 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $138,081 $0 
Total Equity Risk 138,081 
Total Value of Derivatives $138,081 $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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $41,300,627) 
$59,438,698  
Affiliated issuers (cost $5,819,974) 7,049,189  
Total Investments (cost $47,120,601)  $66,487,887 
Receivable for investments sold  3,027 
Receivable for fund shares sold  4,285 
Dividends receivable  74,998 
Interest receivable  2,004 
Receivable for daily variation margin for derivative instruments  2,515 
Prepaid expenses  312 
Other receivables  1,025 
Total assets  66,576,053 
Liabilities   
Payable for fund shares redeemed $145,911  
Accrued management fee 25,179  
Distribution and service plan fees payable 28  
Other affiliated payables 6,317  
Other payables and accrued expenses 40,333  
Total liabilities  217,768 
Net Assets  $66,358,285 
Net Assets consist of:   
Paid in capital  $45,476,784 
Undistributed net investment income  101,429 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,274,705 
Net unrealized appreciation (depreciation) on investments  19,505,367 
Net Assets  $66,358,285 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($62,609,732 ÷ 4,558,639 shares)  $13.73 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,472,771 ÷ 252,883 shares)  $13.73 
Class L:   
Net Asset Value, offering price and redemption price per share ($138,501 ÷ 10,092 shares)  $13.72 
Class N:   
Net Asset Value, offering price and redemption price per share ($137,281 ÷ 10,017 shares)  $13.70 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $701,226 
Affiliated issuers  46,135 
Interest  17,217 
Total income  764,578 
Expenses   
Management fee $279,939  
Transfer agent fees 50,605  
Distribution and service plan fees 314  
Accounting fees and expenses 23,590  
Custodian fees and expenses 13,613  
Independent trustees' fees and expenses 722  
Registration fees 42,762  
Audit 68,001  
Legal 1,856  
Miscellaneous 2,141  
Total expenses before reductions 483,543  
Expense reductions (928) 482,615 
Net investment income (loss)  281,963 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,981,184  
Affiliated issuers 739  
Foreign currency transactions 228  
Futures contracts 853,599  
Realized gain distributions from underlying funds:   
Affiliated issuers 123,635  
Total net realized gain (loss)  5,959,385 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
4,500,523  
Assets and liabilities in foreign currencies (95)  
Futures contracts 59,409  
Total change in net unrealized appreciation (depreciation)  4,559,837 
Net gain (loss)  10,519,222 
Net increase (decrease) in net assets resulting from operations  $10,801,185 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $281,963 $292,540 
Net realized gain (loss) 5,959,385 4,083,861 
Change in net unrealized appreciation (depreciation) 4,559,837 (4,809,668) 
Net increase (decrease) in net assets resulting from operations 10,801,185 (433,267) 
Distributions to shareholders from net investment income (319,551) (250,913) 
Distributions to shareholders from net realized gain (7,341,393) (3,437,178) 
Total distributions (7,660,944) (3,688,091) 
Share transactions - net increase (decrease) 4,574,494 (2,366,614) 
Total increase (decrease) in net assets 7,714,735 (6,487,972) 
Net Assets   
Beginning of period 58,643,550 65,131,522 
End of period $66,358,285 $58,643,550 
Other Information   
Undistributed net investment income end of period $101,429 $152,261 

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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $10.47 
Income from Investment Operations      
Net investment income (loss)A .06 .06 .05 .08 .07 
Net realized and unrealized gain (loss) 2.21B (.16) 1.71 2.74 2.22 
Total from investment operations 2.27 (.10) 1.76 2.82 2.29 
Distributions from net investment income (.07) (.05) (.06) (.07) (.06) 
Distributions from net realized gain (1.64) (.72) (2.38) (.73) – 
Total distributions (1.71) (.77) (2.45)C (.79)D (.06) 
Net asset value, end of period $13.73 $13.17 $14.04 $14.73 $12.70 
Total ReturnE 19.13%B (.66)% 13.15% 22.94% 21.97% 
Ratios to Average Net AssetsF      
Expenses before reductions .80% .82% .84% .83% .87% 
Expenses net of fee waivers, if any .80% .82% .84% .80% .87% 
Expenses net of all reductions .80% .82% .84% .80% .87% 
Net investment income (loss) .46% .46% .39% .55% .60% 
Supplemental Data      
Net assets, end of period (000 omitted) $62,610 $55,948 $62,615 $65,731 $64,621 
Portfolio turnover rateG 52% 46% 46% 51% 65% 

 A Calculated based on average shares outstanding during the period.

 B 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 19.07%.

 C 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.

 D 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.

 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. 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 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

Years ended May 31, 2017 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 .07 .07 .07 .09 .03 
Net realized and unrealized gain (loss) 2.22C (.15) 1.70 2.75 1.41 
Total from investment operations 2.29 (.08) 1.77 2.84 1.44 
Distributions from net investment income (.08) (.07) (.08) (.08) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.73) – 
Total distributions (1.73)D (.79) (2.46) (.81) (.05) 
Net asset value, end of period $13.73 $13.17 $14.04 $14.73 $12.70 
Total ReturnE,F 19.25%C (.56)% 13.27% 23.05% 12.82% 
Ratios to Average Net AssetsG      
Expenses before reductions .71% .72% .74% .74% .72%H 
Expenses net of fee waivers, if any .71% .72% .74% .69% .72%H 
Expenses net of all reductions .71% .72% .74% .69% .72%H 
Net investment income (loss) .55% .55% .48% .66% .64%H 
Supplemental Data      
Net assets, end of period (000 omitted) $3,473 $2,451 $2,269 $1,286 $256 
Portfolio turnover rateI 52% 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 19.19%.

 D Total distributions of $1.73 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $1.642 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 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.


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


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

Years ended May 31, 2017 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 .06 .06 .05 .05 
Net realized and unrealized gain (loss) 2.21C (.15) 1.71 1.22 
Total from investment operations 2.27 (.09) 1.76 1.27 
Distributions from net investment income (.07) (.05) (.07) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.46) 
Total distributions (1.71) (.78)D (2.45) (.51) 
Net asset value, end of period $13.72 $13.16 $14.03 $14.72 
Total ReturnE,F 19.15%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG     
Expenses before reductions .80% .82% .84% .85%H 
Expenses net of fee waivers, if any .80% .82% .84% .85%H 
Expenses net of all reductions .80% .82% .84% .85%H 
Net investment income (loss) .46% .46% .39% .58%H 
Supplemental Data     
Net assets, end of period (000 omitted) $139 $123 $124 $109 
Portfolio turnover rateI 52% 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 19.09%.

 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 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.


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


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

Years ended May 31, 2017 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 .03 .03 .02 .03 
Net realized and unrealized gain (loss) 2.20C (.15) 1.70 1.23 
Total from investment operations 2.23 (.12) 1.72 1.26 
Distributions from net investment income (.04) (.02) (.03) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.46) 
Total distributions (1.68) (.74) (2.42)D (.51) 
Net asset value, end of period $13.70 $13.15 $14.01 $14.71 
Total ReturnE,F 18.79%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsG     
Expenses before reductions 1.05% 1.07% 1.09% 1.10%H 
Expenses net of fee waivers, if any 1.05% 1.07% 1.09% 1.10%H 
Expenses net of all reductions 1.05% 1.06% 1.09% 1.10%H 
Net investment income (loss) .21% .21% .14% .32%H 
Supplemental Data     
Net assets, end of period (000 omitted) $137 $122 $123 $109 
Portfolio turnover rateI 52% 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 18.73%.

 D 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.

 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 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.


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


Notes to Financial Statements

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income 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 $19,937,113 
Gross unrealized depreciation (669,337) 
Net unrealized appreciation (depreciation) on securities $19,267,776 
Tax Cost $47,220,111 

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

Undistributed ordinary income $102,304 
Undistributed long-term capital gain $1,512,448 
Net unrealized appreciation (depreciation) on securities and other investments $19,267,776 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $516,495 $ 302,461 
Long-term Capital Gains 7,144,449 3,385,630 
Total $7,660,944 $ 3,688,091 

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 $853,599 and a change in net unrealized appreciation (depreciation) of $59,409 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 $28,886,494 and $31,374,670, 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. (through March 31, 2017) 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, Morgan Stanley Investment Management, Inc. 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% $314 $314 

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 
Growth Multi-Manager $50,389 .09 
Class L 108 .09 
Class N 108 .09 
 $50,605  

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 $184 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $907.

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 $21.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2017 
Year ended
May 31, 2016 
From net investment income   
Growth Multi-Manager $301,715 $238,634 
Class F 16,794 11,626 
Class L 671 475 
Class N 371 178 
Total $319,551 $250,913 
From net realized gain   
Growth Multi-Manager $6,978,535 $3,295,885 
Class F 332,358 128,412 
Class L 15,293 6,450 
Class N 15,207 6,431 
Total $7,341,393 $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 
 Year ended May 31, 2017 Year ended May 31, 2016 Year ended May 31, 2017 Year ended May 31, 2016 
Growth Multi-Manager     
Shares sold 85,500 156,433 $1,104,425 $2,082,156 
Reinvestment of distributions 587,340 265,932 7,280,250 3,534,519 
Shares redeemed (361,805) (635,319) (4,658,114) (8,317,006) 
Net increase (decrease) 311,035 (212,954) $3,726,561 $(2,700,331) 
Class F     
Shares sold 110,246 73,922 $1,414,746 $973,407 
Reinvestment of distributions 28,217 10,546 349,152 140,038 
Shares redeemed (71,636) (60,042) (933,819) (793,262) 
Net increase (decrease) 66,827 24,426 $830,079 $320,183 
Class L     
Reinvestment of distributions 1,289 522 $15,964 $6,925 
Shares redeemed (534) – (6,870) – 
Net increase (decrease) 755 522 $9,094 $6,925 
Class N     
Reinvestment of distributions 1,258 498 $15,578 $6,609 
Shares redeemed (531) – (6,818) – 
Net increase (decrease) 727 498 $8,760 $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 90% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Growth Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Growth Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Growth Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 17, 2017

Trustees and Officers

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

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

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts).

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Growth Multi-Manager .74%    
Actual  $1,000.00 $1,153.20 $3.97 
Hypothetical-C  $1,000.00 $1,021.24 $3.73 
Class F .69%    
Actual  $1,000.00 $1,153.80 $3.71 
Hypothetical-C  $1,000.00 $1,021.49 $3.48 
Class L .74%    
Actual  $1,000.00 $1,153.30 $3.97 
Hypothetical-C  $1,000.00 $1,021.24 $3.73 
Class N .99%    
Actual  $1,000.00 $1,151.80 $5.31 
Hypothetical-C  $1,000.00 $1,020.00 $4.99 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Growth Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Growth Multi-Manger Fund 07/10/17 07/07/17 $0.022 $0.313 
Class F 07/10/17 07/07/17 $0.027 $0.313 
Class L 07/10/17 07/07/17 $0.023 $0.313 
Class N 07/10/17 07/07/17 $0.009 $0.313 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $5,840,040, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of the dividends distributed in July and December, 2016 during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Adviser Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

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-ANN-0717
1.931553.105


Strategic Advisers® Growth Multi-Manager Fund

Class F



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Class F 19.25% 15.05% 14.45% 

 A From November 16, 2011


 The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012 are those of Strategic Advisers® Growth Multi-Manager Fund, the original class of the fund. 

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Growth Multi-Manager Fund - Class F on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

See previous page for additional information regarding the performance of Class F.


Period Ending Values

$21,130Strategic Advisers® Growth Multi-Manager Fund - Class F

$22,538Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 19%, trailing the 20.27% return of the benchmark Russell 1000® Growth Index. Underlying managers holding large-cap aggressive-growth stocks performed particularly well this period and bolstered the Fund’s relative performance. Conversely, managers pursuing valuation-driven strategies underperformed and detracted versus the benchmark. Sub-adviser Waddell & Reed’s quality-growth strategy was the biggest relative detractor, due to unfavorable positioning in several sectors. We defunded this strategy early in the period. The Blended Research Large Cap Growth strategy from sub-adviser Massachusetts Financial Services performed somewhat worse than expected due to adverse security selection across several sectors. On the plus side, Fidelity® Blue Chip Growth Fund was the top relative contributor, as its aggressive, large-cap growth strategy yielded strong overall positioning in technology. Sub-advisor ClariVest Asset Management also contributed, as this manager's quantitative strategy with a momentum bias led it to overweight the technology sector, within which it also benefited from favorable stock picks. As of period end, we had defunded sub-adviser Morgan Stanley Investment Management due to concern about the longer-term performance of its strategy.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity Blue Chip Growth Fund 5.4 5.3 
Fidelity SAI U.S. Quality Index Fund 5.2 5.3 
Facebook, Inc. Class A 4.1 3.7 
Amazon.com, Inc. 3.9 3.6 
Apple, Inc. 3.6 2.8 
Microsoft Corp. 3.3 3.3 
Alphabet, Inc. Class C 2.4 2.1 
Alphabet, Inc. Class A 2.2 2.0 
Visa, Inc. Class A 1.6 1.6 
Comcast Corp. Class A 1.6 1.5 
 33.3  

Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 33.2 31.1 
Consumer Discretionary 14.7 14.6 
Health Care 12.8 13.3 
Consumer Staples 7.8 8.4 
Industrials 7.8 7.9 

Asset Allocation (% of fund's net assets)

As of May 31, 2017  
   Common Stocks 84.1% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.3% 


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


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 84.1%   
 Shares Value 
CONSUMER DISCRETIONARY - 14.7%   
Auto Components - 0.7%   
Lear Corp. 3,008 $448,312 
Automobiles - 0.2%   
Thor Industries, Inc. 1,760 159,333 
Hotels, Restaurants & Leisure - 3.2%   
Carnival Corp. 2,684 171,961 
Domino's Pizza, Inc. 2,417 511,727 
International Game Technology PLC 3,108 55,167 
Marriott International, Inc. Class A 1,806 194,416 
McDonald's Corp. 2,025 305,552 
Starbucks Corp. 3,487 221,808 
Wyndham Worldwide Corp. 2,131 215,210 
Yum China Holdings, Inc. 4,979 191,243 
Yum! Brands, Inc. 3,389 246,177 
  2,113,261 
Household Durables - 0.6%   
D.R. Horton, Inc. 7,513 245,600 
Mohawk Industries, Inc. (a) 563 134,726 
  380,326 
Internet & Direct Marketing Retail - 4.4%   
Amazon.com, Inc. (a) 2,584 2,570,098 
Priceline Group, Inc. (a) 199 373,541 
  2,943,639 
Media - 2.6%   
Charter Communications, Inc. Class A (a) 1,032 356,608 
Comcast Corp. Class A 24,633 1,026,950 
The Walt Disney Co. 2,877 310,543 
  1,694,101 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,569 121,911 
Specialty Retail - 2.7%   
AutoZone, Inc. (a) 386 233,885 
Best Buy Co., Inc. 4,342 257,871 
Dick's Sporting Goods, Inc. 3,145 129,354 
Foot Locker, Inc. 2,888 171,576 
Home Depot, Inc. 4,165 639,369 
Ross Stores, Inc. 4,633 296,141 
Urban Outfitters, Inc. (a) 4,062 76,650 
  1,804,846 
Textiles, Apparel & Luxury Goods - 0.1%   
NIKE, Inc. Class B 1,313 69,576 
TOTAL CONSUMER DISCRETIONARY  9,735,305 
CONSUMER STAPLES - 7.8%   
Beverages - 2.7%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,581 288,928 
Monster Beverage Corp. (a) 10,359 523,751 
PepsiCo, Inc. 4,396 513,761 
The Coca-Cola Co. 9,478 430,965 
  1,757,405 
Food & Staples Retailing - 0.8%   
Costco Wholesale Corp. 578 104,289 
CVS Health Corp. 1,469 112,863 
Wal-Mart Stores, Inc. 3,810 299,466 
  516,618 
Food Products - 2.6%   
Archer Daniels Midland Co. 4,016 166,985 
Bunge Ltd. 1,241 99,243 
Danone SA sponsored ADR 29,945 446,031 
Ingredion, Inc. 1,210 138,049 
Mondelez International, Inc. 1,834 85,446 
Pinnacle Foods, Inc. 2,760 171,976 
The Hershey Co. 1,935 223,047 
The J.M. Smucker Co. 972 124,270 
Tyson Foods, Inc. Class A 5,270 302,182 
  1,757,229 
Household Products - 0.6%   
Procter & Gamble Co. 4,631 407,945 
Personal Products - 0.3%   
Estee Lauder Companies, Inc. Class A 2,164 203,719 
Tobacco - 0.8%   
Altria Group, Inc. 4,064 306,588 
Philip Morris International, Inc. 1,777 212,885 
  519,473 
TOTAL CONSUMER STAPLES  5,162,389 
ENERGY - 0.8%   
Energy Equipment & Services - 0.4%   
Schlumberger Ltd. 3,704 257,761 
Oil, Gas & Consumable Fuels - 0.4%   
EOG Resources, Inc. 1,805 163,010 
ONEOK, Inc. 1,960 97,373 
Parsley Energy, Inc. Class A (a) 1,465 43,437 
  303,820 
TOTAL ENERGY  561,581 
FINANCIALS - 3.7%   
Banks - 0.7%   
Bank of America Corp. 14,898 333,864 
Zions Bancorporation 2,240 89,757 
  423,621 
Capital Markets - 1.8%   
Bank of New York Mellon Corp. 5,955 280,600 
FactSet Research Systems, Inc. 1,393 230,806 
Morgan Stanley 4,360 181,986 
SEI Investments Co. 7,207 360,999 
State Street Corp. 1,625 132,373 
  1,186,764 
Consumer Finance - 0.6%   
American Express Co. 2,397 184,425 
Discover Financial Services 3,632 213,198 
  397,623 
Diversified Financial Services - 0.0%   
Varex Imaging Corp. (a) 722 24,801 
Insurance - 0.6%   
MetLife, Inc. 3,117 157,689 
Progressive Corp. 2,330 98,862 
Prudential Financial, Inc. 1,448 151,823 
  408,374 
TOTAL FINANCIALS  2,441,183 
HEALTH CARE - 12.8%   
Biotechnology - 4.1%   
AbbVie, Inc. 2,707 178,716 
Alexion Pharmaceuticals, Inc. (a) 1,218 119,401 
Amgen, Inc. 4,858 754,156 
Biogen, Inc. (a) 1,622 401,883 
Celgene Corp. (a) 5,594 640,010 
Gilead Sciences, Inc. 3,092 200,640 
Regeneron Pharmaceuticals, Inc. (a) 874 401,218 
  2,696,024 
Health Care Equipment & Supplies - 2.5%   
Edwards Lifesciences Corp. (a) 5,485 631,159 
Hologic, Inc. (a) 3,181 137,769 
Medtronic PLC 2,114 178,168 
Stryker Corp. 1,131 161,688 
The Cooper Companies, Inc. 1,135 248,281 
Varian Medical Systems, Inc. (a) 3,144 311,319 
  1,668,384 
Health Care Providers & Services - 3.2%   
Aetna, Inc. 1,759 254,809 
Express Scripts Holding Co. (a) 4,266 254,894 
HCA Holdings, Inc. (a) 2,797 229,102 
Humana, Inc. 345 80,130 
Laboratory Corp. of America Holdings (a) 1,716 238,524 
McKesson Corp. 917 149,554 
UnitedHealth Group, Inc. 5,169 905,505 
  2,112,518 
Health Care Technology - 0.5%   
Cerner Corp. (a) 4,955 323,809 
Life Sciences Tools & Services - 0.6%   
Thermo Fisher Scientific, Inc. 2,339 404,156 
Pharmaceuticals - 1.9%   
Eli Lilly & Co. 4,528 360,293 
Merck & Co., Inc. 3,530 229,838 
Novartis AG sponsored ADR 3,389 277,119 
Novo Nordisk A/S Series B sponsored ADR 9,966 422,259 
  1,289,509 
TOTAL HEALTH CARE  8,494,400 
INDUSTRIALS - 7.8%   
Aerospace & Defense - 2.3%   
General Dynamics Corp. 1,102 223,982 
Lockheed Martin Corp. 610 171,489 
Northrop Grumman Corp. 2,350 609,167 
Orbital ATK, Inc. 648 65,876 
Spirit AeroSystems Holdings, Inc. Class A 1,713 93,341 
Textron, Inc. 2,906 138,907 
United Technologies Corp. 1,801 218,425 
  1,521,187 
Air Freight & Logistics - 1.3%   
Expeditors International of Washington, Inc. 6,949 370,938 
FedEx Corp. 750 145,380 
United Parcel Service, Inc. Class B 2,967 314,413 
  830,731 
Airlines - 0.3%   
Copa Holdings SA Class A 988 111,684 
Delta Air Lines, Inc. 1,850 90,891 
  202,575 
Building Products - 0.8%   
Lennox International, Inc. 573 101,478 
Owens Corning 6,615 412,776 
  514,254 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 665 151,088 
Machinery - 1.5%   
Deere & Co. 4,449 544,825 
Ingersoll-Rand PLC 2,580 231,168 
Oshkosh Corp. 1,640 103,517 
Parker Hannifin Corp. 765 120,465 
  999,975 
Road & Rail - 0.4%   
CSX Corp. 2,105 114,028 
Union Pacific Corp. 1,548 170,744 
  284,772 
Trading Companies & Distributors - 1.0%   
HD Supply Holdings, Inc. (a) 4,542 183,270 
MSC Industrial Direct Co., Inc. Class A 1,170 98,210 
United Rentals, Inc. (a) 2,018 219,417 
Univar, Inc. (a) 5,075 154,382 
  655,279 
TOTAL INDUSTRIALS  5,159,861 
INFORMATION TECHNOLOGY - 33.2%   
Communications Equipment - 1.6%   
Cisco Systems, Inc. 25,708 810,573 
Juniper Networks, Inc. 8,145 238,893 
  1,049,466 
Internet Software & Services - 10.2%   
Alibaba Group Holding Ltd. sponsored ADR (a) 6,106 747,741 
Alphabet, Inc.:   
Class A (a) 1,490 1,470,764 
Class C (a) 1,630 1,572,722 
Dropbox, Inc. Class B (a)(b) 1,441 18,013 
eBay, Inc. (a) 8,090 277,487 
Facebook, Inc. Class A (a) 17,743 2,687,355 
SurveyMonkey (a)(b) 1,159 13,572 
  6,787,654 
IT Services - 5.4%   
Accenture PLC Class A 2,241 278,937 
Amdocs Ltd. 1,151 74,562 
Automatic Data Processing, Inc. 1,166 119,363 
DXC Technology Co. 2,622 203,257 
Fidelity National Information Services, Inc. 1,682 144,433 
Fiserv, Inc. (a) 2,004 251,061 
FleetCor Technologies, Inc. (a) 1,635 235,914 
Global Payments, Inc. 3,604 330,162 
IBM Corp. 469 71,583 
MasterCard, Inc. Class A 2,717 333,865 
Total System Services, Inc. 2,793 166,323 
Vantiv, Inc. (a) 4,098 257,027 
Visa, Inc. Class A 11,441 1,089,526 
  3,556,013 
Semiconductors & Semiconductor Equipment - 3.8%   
Analog Devices, Inc. 794 68,093 
Applied Materials, Inc. 11,275 517,297 
KLA-Tencor Corp. 660 68,640 
Lam Research Corp. 2,345 363,874 
Microchip Technology, Inc. 1,895 157,854 
NVIDIA Corp. 4,789 691,292 
Qualcomm, Inc. 7,833 448,596 
Texas Instruments, Inc. 2,697 222,476 
  2,538,122 
Software - 8.0%   
Activision Blizzard, Inc. 2,485 145,571 
Adobe Systems, Inc. (a) 3,893 552,261 
Autodesk, Inc. (a) 4,955 553,820 
Electronic Arts, Inc. (a) 6,228 705,819 
Intuit, Inc. 2,323 326,707 
Microsoft Corp. 31,360 2,190,182 
Oracle Corp. 12,795 580,765 
Synopsys, Inc. (a) 3,420 256,055 
  5,311,180 
Technology Hardware, Storage & Peripherals - 4.2%   
Apple, Inc. 15,471 2,363,350 
NCR Corp. (a) 3,991 153,773 
NetApp, Inc. 6,584 266,586 
  2,783,709 
TOTAL INFORMATION TECHNOLOGY  22,026,144 
MATERIALS - 2.0%   
Chemicals - 1.3%   
Air Products & Chemicals, Inc. 1,234 177,770 
FMC Corp. 1,157 87,203 
LyondellBasell Industries NV Class A 2,649 213,297 
Monsanto Co. 2,436 286,035 
Sherwin-Williams Co. 184 61,046 
  825,351 
Containers & Packaging - 0.4%   
Berry Global Group, Inc. (a) 2,599 150,716 
Owens-Illinois, Inc. (a) 5,595 126,279 
  276,995 
Metals & Mining - 0.3%   
Steel Dynamics, Inc. 6,511 221,309 
TOTAL MATERIALS  1,323,655 
REAL ESTATE - 0.9%   
Equity Real Estate Investment Trusts (REITs) - 0.9%   
Alexandria Real Estate Equities, Inc. 1,803 210,374 
American Tower Corp. 810 106,264 
Equity Lifestyle Properties, Inc. 1,095 92,418 
Public Storage 286 61,590 
Simon Property Group, Inc. 973 150,085 
  620,731 
TELECOMMUNICATION SERVICES - 0.3%   
Diversified Telecommunication Services - 0.3%   
Verizon Communications, Inc. 3,545 165,339 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 7,253 84,715 
TOTAL COMMON STOCKS   
(Cost $37,637,723)  55,775,303 
Convertible Preferred Stocks - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b)   
(Cost $1,303) 144 1,800 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (c) 44,507 3,601,515 
Fidelity SAI U.S. Quality Index Fund (c) 282,596 3,447,674 
TOTAL EQUITY FUNDS   
(Cost $5,819,974)  7,049,189 
U.S. Treasury Obligations - 0.2%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.76% to 0.96% 6/29/17 to 8/31/17 (d)   
(Cost $129,895) $130,000 129,889 
Money Market Funds - 5.3%   
   
Invesco Government & Agency Portfolio Institutional Class 0.71%(e)   
(Cost $3,531,706) 3,531,706 3,531,706 
TOTAL INVESTMENT PORTFOLIO - 100.2%   
(Cost $47,120,601)  66,487,887 
NET OTHER ASSETS (LIABILITIES) - (0.2)%  (129,602) 
NET ASSETS - 100%  $66,358,285 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
49 ICE Russell 1000 Growth Index Contracts (United States) June 2017 2,930,935 $138,081 

The face value of futures purchased as a percentage of Net Assets is 4.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $4,511,407.

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 $33,385 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 $129,889.

 (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. Class B 5/1/12 $13,044 
Dropbox, Inc. Series A 5/25/12 $1,303 
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 $6,678 $3,601,515 
Fidelity SAI U.S. Quality Index Fund -- 2,914,718 -- 39,457 3,447,674 
Total $-- $5,863,488 $44,250 $46,135 $7,049,189 

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $9,735,305 $9,735,305 $-- $-- 
Consumer Staples 5,162,389 5,162,389 -- -- 
Energy 561,581 561,581 -- -- 
Financials 2,441,183 2,441,183 -- -- 
Health Care 8,494,400 8,494,400 -- -- 
Industrials 5,159,861 5,159,861 -- -- 
Information Technology 22,027,944 21,994,559 -- 33,385 
Materials 1,323,655 1,323,655 -- -- 
Real Estate 620,731 620,731 -- -- 
Telecommunication Services 165,339 165,339 -- -- 
Utilities 84,715 84,715 -- -- 
Equity Funds 7,049,189 7,049,189 -- -- 
Other Short-Term Investments 129,889 -- 129,889 -- 
Money Market Funds 3,531,706 3,531,706 -- -- 
Total Investments in Securities: $66,487,887 $66,324,613 $129,889 $33,385 
Derivative Instruments:     
Assets     
Futures Contracts $138,081 $138,081 $-- $-- 
Total Assets $138,081 $138,081 $-- $-- 
Total Derivative Instruments: $138,081 $138,081 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $138,081 $0 
Total Equity Risk 138,081 
Total Value of Derivatives $138,081 $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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $41,300,627) 
$59,438,698  
Affiliated issuers (cost $5,819,974) 7,049,189  
Total Investments (cost $47,120,601)  $66,487,887 
Receivable for investments sold  3,027 
Receivable for fund shares sold  4,285 
Dividends receivable  74,998 
Interest receivable  2,004 
Receivable for daily variation margin for derivative instruments  2,515 
Prepaid expenses  312 
Other receivables  1,025 
Total assets  66,576,053 
Liabilities   
Payable for fund shares redeemed $145,911  
Accrued management fee 25,179  
Distribution and service plan fees payable 28  
Other affiliated payables 6,317  
Other payables and accrued expenses 40,333  
Total liabilities  217,768 
Net Assets  $66,358,285 
Net Assets consist of:   
Paid in capital  $45,476,784 
Undistributed net investment income  101,429 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,274,705 
Net unrealized appreciation (depreciation) on investments  19,505,367 
Net Assets  $66,358,285 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($62,609,732 ÷ 4,558,639 shares)  $13.73 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,472,771 ÷ 252,883 shares)  $13.73 
Class L:   
Net Asset Value, offering price and redemption price per share ($138,501 ÷ 10,092 shares)  $13.72 
Class N:   
Net Asset Value, offering price and redemption price per share ($137,281 ÷ 10,017 shares)  $13.70 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $701,226 
Affiliated issuers  46,135 
Interest  17,217 
Total income  764,578 
Expenses   
Management fee $279,939  
Transfer agent fees 50,605  
Distribution and service plan fees 314  
Accounting fees and expenses 23,590  
Custodian fees and expenses 13,613  
Independent trustees' fees and expenses 722  
Registration fees 42,762  
Audit 68,001  
Legal 1,856  
Miscellaneous 2,141  
Total expenses before reductions 483,543  
Expense reductions (928) 482,615 
Net investment income (loss)  281,963 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,981,184  
Affiliated issuers 739  
Foreign currency transactions 228  
Futures contracts 853,599  
Realized gain distributions from underlying funds:   
Affiliated issuers 123,635  
Total net realized gain (loss)  5,959,385 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
4,500,523  
Assets and liabilities in foreign currencies (95)  
Futures contracts 59,409  
Total change in net unrealized appreciation (depreciation)  4,559,837 
Net gain (loss)  10,519,222 
Net increase (decrease) in net assets resulting from operations  $10,801,185 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $281,963 $292,540 
Net realized gain (loss) 5,959,385 4,083,861 
Change in net unrealized appreciation (depreciation) 4,559,837 (4,809,668) 
Net increase (decrease) in net assets resulting from operations 10,801,185 (433,267) 
Distributions to shareholders from net investment income (319,551) (250,913) 
Distributions to shareholders from net realized gain (7,341,393) (3,437,178) 
Total distributions (7,660,944) (3,688,091) 
Share transactions - net increase (decrease) 4,574,494 (2,366,614) 
Total increase (decrease) in net assets 7,714,735 (6,487,972) 
Net Assets   
Beginning of period 58,643,550 65,131,522 
End of period $66,358,285 $58,643,550 
Other Information   
Undistributed net investment income end of period $101,429 $152,261 

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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $10.47 
Income from Investment Operations      
Net investment income (loss)A .06 .06 .05 .08 .07 
Net realized and unrealized gain (loss) 2.21B (.16) 1.71 2.74 2.22 
Total from investment operations 2.27 (.10) 1.76 2.82 2.29 
Distributions from net investment income (.07) (.05) (.06) (.07) (.06) 
Distributions from net realized gain (1.64) (.72) (2.38) (.73) – 
Total distributions (1.71) (.77) (2.45)C (.79)D (.06) 
Net asset value, end of period $13.73 $13.17 $14.04 $14.73 $12.70 
Total ReturnE 19.13%B (.66)% 13.15% 22.94% 21.97% 
Ratios to Average Net AssetsF      
Expenses before reductions .80% .82% .84% .83% .87% 
Expenses net of fee waivers, if any .80% .82% .84% .80% .87% 
Expenses net of all reductions .80% .82% .84% .80% .87% 
Net investment income (loss) .46% .46% .39% .55% .60% 
Supplemental Data      
Net assets, end of period (000 omitted) $62,610 $55,948 $62,615 $65,731 $64,621 
Portfolio turnover rateG 52% 46% 46% 51% 65% 

 A Calculated based on average shares outstanding during the period.

 B 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 19.07%.

 C 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.

 D 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.

 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. 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 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

Years ended May 31, 2017 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 .07 .07 .07 .09 .03 
Net realized and unrealized gain (loss) 2.22C (.15) 1.70 2.75 1.41 
Total from investment operations 2.29 (.08) 1.77 2.84 1.44 
Distributions from net investment income (.08) (.07) (.08) (.08) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.73) – 
Total distributions (1.73)D (.79) (2.46) (.81) (.05) 
Net asset value, end of period $13.73 $13.17 $14.04 $14.73 $12.70 
Total ReturnE,F 19.25%C (.56)% 13.27% 23.05% 12.82% 
Ratios to Average Net AssetsG      
Expenses before reductions .71% .72% .74% .74% .72%H 
Expenses net of fee waivers, if any .71% .72% .74% .69% .72%H 
Expenses net of all reductions .71% .72% .74% .69% .72%H 
Net investment income (loss) .55% .55% .48% .66% .64%H 
Supplemental Data      
Net assets, end of period (000 omitted) $3,473 $2,451 $2,269 $1,286 $256 
Portfolio turnover rateI 52% 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 19.19%.

 D Total distributions of $1.73 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $1.642 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 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.


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


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

Years ended May 31, 2017 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 .06 .06 .05 .05 
Net realized and unrealized gain (loss) 2.21C (.15) 1.71 1.22 
Total from investment operations 2.27 (.09) 1.76 1.27 
Distributions from net investment income (.07) (.05) (.07) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.46) 
Total distributions (1.71) (.78)D (2.45) (.51) 
Net asset value, end of period $13.72 $13.16 $14.03 $14.72 
Total ReturnE,F 19.15%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG     
Expenses before reductions .80% .82% .84% .85%H 
Expenses net of fee waivers, if any .80% .82% .84% .85%H 
Expenses net of all reductions .80% .82% .84% .85%H 
Net investment income (loss) .46% .46% .39% .58%H 
Supplemental Data     
Net assets, end of period (000 omitted) $139 $123 $124 $109 
Portfolio turnover rateI 52% 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 19.09%.

 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 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.


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


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

Years ended May 31, 2017 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 .03 .03 .02 .03 
Net realized and unrealized gain (loss) 2.20C (.15) 1.70 1.23 
Total from investment operations 2.23 (.12) 1.72 1.26 
Distributions from net investment income (.04) (.02) (.03) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.46) 
Total distributions (1.68) (.74) (2.42)D (.51) 
Net asset value, end of period $13.70 $13.15 $14.01 $14.71 
Total ReturnE,F 18.79%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsG     
Expenses before reductions 1.05% 1.07% 1.09% 1.10%H 
Expenses net of fee waivers, if any 1.05% 1.07% 1.09% 1.10%H 
Expenses net of all reductions 1.05% 1.06% 1.09% 1.10%H 
Net investment income (loss) .21% .21% .14% .32%H 
Supplemental Data     
Net assets, end of period (000 omitted) $137 $122 $123 $109 
Portfolio turnover rateI 52% 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 18.73%.

 D 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.

 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 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.


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


Notes to Financial Statements

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income 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 $19,937,113 
Gross unrealized depreciation (669,337) 
Net unrealized appreciation (depreciation) on securities $19,267,776 
Tax Cost $47,220,111 

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

Undistributed ordinary income $102,304 
Undistributed long-term capital gain $1,512,448 
Net unrealized appreciation (depreciation) on securities and other investments $19,267,776 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $516,495 $ 302,461 
Long-term Capital Gains 7,144,449 3,385,630 
Total $7,660,944 $ 3,688,091 

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 $853,599 and a change in net unrealized appreciation (depreciation) of $59,409 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 $28,886,494 and $31,374,670, 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. (through March 31, 2017) 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, Morgan Stanley Investment Management, Inc. 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% $314 $314 

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 
Growth Multi-Manager $50,389 .09 
Class L 108 .09 
Class N 108 .09 
 $50,605  

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 $184 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $907.

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 $21.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2017 
Year ended
May 31, 2016 
From net investment income   
Growth Multi-Manager $301,715 $238,634 
Class F 16,794 11,626 
Class L 671 475 
Class N 371 178 
Total $319,551 $250,913 
From net realized gain   
Growth Multi-Manager $6,978,535 $3,295,885 
Class F 332,358 128,412 
Class L 15,293 6,450 
Class N 15,207 6,431 
Total $7,341,393 $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 
 Year ended May 31, 2017 Year ended May 31, 2016 Year ended May 31, 2017 Year ended May 31, 2016 
Growth Multi-Manager     
Shares sold 85,500 156,433 $1,104,425 $2,082,156 
Reinvestment of distributions 587,340 265,932 7,280,250 3,534,519 
Shares redeemed (361,805) (635,319) (4,658,114) (8,317,006) 
Net increase (decrease) 311,035 (212,954) $3,726,561 $(2,700,331) 
Class F     
Shares sold 110,246 73,922 $1,414,746 $973,407 
Reinvestment of distributions 28,217 10,546 349,152 140,038 
Shares redeemed (71,636) (60,042) (933,819) (793,262) 
Net increase (decrease) 66,827 24,426 $830,079 $320,183 
Class L     
Reinvestment of distributions 1,289 522 $15,964 $6,925 
Shares redeemed (534) – (6,870) – 
Net increase (decrease) 755 522 $9,094 $6,925 
Class N     
Reinvestment of distributions 1,258 498 $15,578 $6,609 
Shares redeemed (531) – (6,818) – 
Net increase (decrease) 727 498 $8,760 $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 90% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Growth Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Growth Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Growth Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 17, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Growth Multi-Manager .74%    
Actual  $1,000.00 $1,153.20 $3.97 
Hypothetical-C  $1,000.00 $1,021.24 $3.73 
Class F .69%    
Actual  $1,000.00 $1,153.80 $3.71 
Hypothetical-C  $1,000.00 $1,021.49 $3.48 
Class L .74%    
Actual  $1,000.00 $1,153.30 $3.97 
Hypothetical-C  $1,000.00 $1,021.24 $3.73 
Class N .99%    
Actual  $1,000.00 $1,151.80 $5.31 
Hypothetical-C  $1,000.00 $1,020.00 $4.99 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Growth Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Growth Multi-Manger Fund 07/10/17 07/07/17 $0.022 $0.313 
Class F 07/10/17 07/07/17 $0.027 $0.313 
Class L 07/10/17 07/07/17 $0.023 $0.313 
Class N 07/10/17 07/07/17 $0.009 $0.313 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $5,840,040, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of the dividends distributed in July and December, 2016 during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Adviser Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

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-ANN-0717
1.951495.104


Strategic Advisers® Growth Multi-Manager Fund

Class L and Class N



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Class L 19.15% 14.96% 14.37% 
Class N 18.79% 14.75% 14.19% 

 A From November 16, 2011


 The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013 are those of Strategic Advisers® Growth Multi-Manager Fund, the original class of the fund. 

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

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Growth Multi-Manager Fund - Class L on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

See previous page for additional information regarding the performance of Class L.


Period Ending Values

$21,046Strategic Advisers® Growth Multi-Manager Fund - Class L

$22,538Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of about 19%, trailing the 20.27% return of the benchmark Russell 1000® Growth Index. Underlying managers holding large-cap aggressive-growth stocks performed particularly well this period and bolstered the Fund’s relative performance. Conversely, managers pursuing valuation-driven strategies underperformed and detracted versus the benchmark. Sub-adviser Waddell & Reed’s quality-growth strategy was the biggest relative detractor, due to unfavorable positioning in several sectors. We defunded this strategy early in the period. The Blended Research Large Cap Growth strategy from sub-adviser Massachusetts Financial Services performed somewhat worse than expected due to adverse security selection across several sectors. On the plus side, Fidelity® Blue Chip Growth Fund was the top relative contributor, as its aggressive, large-cap growth strategy yielded strong overall positioning in technology. Sub-advisor ClariVest Asset Management also contributed, as this manager's quantitative strategy with a momentum bias led it to overweight the technology sector, within which it also benefited from favorable stock picks. As of period end, we had defunded sub-adviser Morgan Stanley Investment Management due to concern about the longer-term performance of its strategy.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity Blue Chip Growth Fund 5.4 5.3 
Fidelity SAI U.S. Quality Index Fund 5.2 5.3 
Facebook, Inc. Class A 4.1 3.7 
Amazon.com, Inc. 3.9 3.6 
Apple, Inc. 3.6 2.8 
Microsoft Corp. 3.3 3.3 
Alphabet, Inc. Class C 2.4 2.1 
Alphabet, Inc. Class A 2.2 2.0 
Visa, Inc. Class A 1.6 1.6 
Comcast Corp. Class A 1.6 1.5 
 33.3  

Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 33.2 31.1 
Consumer Discretionary 14.7 14.6 
Health Care 12.8 13.3 
Consumer Staples 7.8 8.4 
Industrials 7.8 7.9 

Asset Allocation (% of fund's net assets)

As of May 31, 2017  
   Common Stocks 84.1% 
   Large Growth Funds 10.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.3% 


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


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 84.1%   
 Shares Value 
CONSUMER DISCRETIONARY - 14.7%   
Auto Components - 0.7%   
Lear Corp. 3,008 $448,312 
Automobiles - 0.2%   
Thor Industries, Inc. 1,760 159,333 
Hotels, Restaurants & Leisure - 3.2%   
Carnival Corp. 2,684 171,961 
Domino's Pizza, Inc. 2,417 511,727 
International Game Technology PLC 3,108 55,167 
Marriott International, Inc. Class A 1,806 194,416 
McDonald's Corp. 2,025 305,552 
Starbucks Corp. 3,487 221,808 
Wyndham Worldwide Corp. 2,131 215,210 
Yum China Holdings, Inc. 4,979 191,243 
Yum! Brands, Inc. 3,389 246,177 
  2,113,261 
Household Durables - 0.6%   
D.R. Horton, Inc. 7,513 245,600 
Mohawk Industries, Inc. (a) 563 134,726 
  380,326 
Internet & Direct Marketing Retail - 4.4%   
Amazon.com, Inc. (a) 2,584 2,570,098 
Priceline Group, Inc. (a) 199 373,541 
  2,943,639 
Media - 2.6%   
Charter Communications, Inc. Class A (a) 1,032 356,608 
Comcast Corp. Class A 24,633 1,026,950 
The Walt Disney Co. 2,877 310,543 
  1,694,101 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,569 121,911 
Specialty Retail - 2.7%   
AutoZone, Inc. (a) 386 233,885 
Best Buy Co., Inc. 4,342 257,871 
Dick's Sporting Goods, Inc. 3,145 129,354 
Foot Locker, Inc. 2,888 171,576 
Home Depot, Inc. 4,165 639,369 
Ross Stores, Inc. 4,633 296,141 
Urban Outfitters, Inc. (a) 4,062 76,650 
  1,804,846 
Textiles, Apparel & Luxury Goods - 0.1%   
NIKE, Inc. Class B 1,313 69,576 
TOTAL CONSUMER DISCRETIONARY  9,735,305 
CONSUMER STAPLES - 7.8%   
Beverages - 2.7%   
Constellation Brands, Inc. Class A (sub. vtg.) 1,581 288,928 
Monster Beverage Corp. (a) 10,359 523,751 
PepsiCo, Inc. 4,396 513,761 
The Coca-Cola Co. 9,478 430,965 
  1,757,405 
Food & Staples Retailing - 0.8%   
Costco Wholesale Corp. 578 104,289 
CVS Health Corp. 1,469 112,863 
Wal-Mart Stores, Inc. 3,810 299,466 
  516,618 
Food Products - 2.6%   
Archer Daniels Midland Co. 4,016 166,985 
Bunge Ltd. 1,241 99,243 
Danone SA sponsored ADR 29,945 446,031 
Ingredion, Inc. 1,210 138,049 
Mondelez International, Inc. 1,834 85,446 
Pinnacle Foods, Inc. 2,760 171,976 
The Hershey Co. 1,935 223,047 
The J.M. Smucker Co. 972 124,270 
Tyson Foods, Inc. Class A 5,270 302,182 
  1,757,229 
Household Products - 0.6%   
Procter & Gamble Co. 4,631 407,945 
Personal Products - 0.3%   
Estee Lauder Companies, Inc. Class A 2,164 203,719 
Tobacco - 0.8%   
Altria Group, Inc. 4,064 306,588 
Philip Morris International, Inc. 1,777 212,885 
  519,473 
TOTAL CONSUMER STAPLES  5,162,389 
ENERGY - 0.8%   
Energy Equipment & Services - 0.4%   
Schlumberger Ltd. 3,704 257,761 
Oil, Gas & Consumable Fuels - 0.4%   
EOG Resources, Inc. 1,805 163,010 
ONEOK, Inc. 1,960 97,373 
Parsley Energy, Inc. Class A (a) 1,465 43,437 
  303,820 
TOTAL ENERGY  561,581 
FINANCIALS - 3.7%   
Banks - 0.7%   
Bank of America Corp. 14,898 333,864 
Zions Bancorporation 2,240 89,757 
  423,621 
Capital Markets - 1.8%   
Bank of New York Mellon Corp. 5,955 280,600 
FactSet Research Systems, Inc. 1,393 230,806 
Morgan Stanley 4,360 181,986 
SEI Investments Co. 7,207 360,999 
State Street Corp. 1,625 132,373 
  1,186,764 
Consumer Finance - 0.6%   
American Express Co. 2,397 184,425 
Discover Financial Services 3,632 213,198 
  397,623 
Diversified Financial Services - 0.0%   
Varex Imaging Corp. (a) 722 24,801 
Insurance - 0.6%   
MetLife, Inc. 3,117 157,689 
Progressive Corp. 2,330 98,862 
Prudential Financial, Inc. 1,448 151,823 
  408,374 
TOTAL FINANCIALS  2,441,183 
HEALTH CARE - 12.8%   
Biotechnology - 4.1%   
AbbVie, Inc. 2,707 178,716 
Alexion Pharmaceuticals, Inc. (a) 1,218 119,401 
Amgen, Inc. 4,858 754,156 
Biogen, Inc. (a) 1,622 401,883 
Celgene Corp. (a) 5,594 640,010 
Gilead Sciences, Inc. 3,092 200,640 
Regeneron Pharmaceuticals, Inc. (a) 874 401,218 
  2,696,024 
Health Care Equipment & Supplies - 2.5%   
Edwards Lifesciences Corp. (a) 5,485 631,159 
Hologic, Inc. (a) 3,181 137,769 
Medtronic PLC 2,114 178,168 
Stryker Corp. 1,131 161,688 
The Cooper Companies, Inc. 1,135 248,281 
Varian Medical Systems, Inc. (a) 3,144 311,319 
  1,668,384 
Health Care Providers & Services - 3.2%   
Aetna, Inc. 1,759 254,809 
Express Scripts Holding Co. (a) 4,266 254,894 
HCA Holdings, Inc. (a) 2,797 229,102 
Humana, Inc. 345 80,130 
Laboratory Corp. of America Holdings (a) 1,716 238,524 
McKesson Corp. 917 149,554 
UnitedHealth Group, Inc. 5,169 905,505 
  2,112,518 
Health Care Technology - 0.5%   
Cerner Corp. (a) 4,955 323,809 
Life Sciences Tools & Services - 0.6%   
Thermo Fisher Scientific, Inc. 2,339 404,156 
Pharmaceuticals - 1.9%   
Eli Lilly & Co. 4,528 360,293 
Merck & Co., Inc. 3,530 229,838 
Novartis AG sponsored ADR 3,389 277,119 
Novo Nordisk A/S Series B sponsored ADR 9,966 422,259 
  1,289,509 
TOTAL HEALTH CARE  8,494,400 
INDUSTRIALS - 7.8%   
Aerospace & Defense - 2.3%   
General Dynamics Corp. 1,102 223,982 
Lockheed Martin Corp. 610 171,489 
Northrop Grumman Corp. 2,350 609,167 
Orbital ATK, Inc. 648 65,876 
Spirit AeroSystems Holdings, Inc. Class A 1,713 93,341 
Textron, Inc. 2,906 138,907 
United Technologies Corp. 1,801 218,425 
  1,521,187 
Air Freight & Logistics - 1.3%   
Expeditors International of Washington, Inc. 6,949 370,938 
FedEx Corp. 750 145,380 
United Parcel Service, Inc. Class B 2,967 314,413 
  830,731 
Airlines - 0.3%   
Copa Holdings SA Class A 988 111,684 
Delta Air Lines, Inc. 1,850 90,891 
  202,575 
Building Products - 0.8%   
Lennox International, Inc. 573 101,478 
Owens Corning 6,615 412,776 
  514,254 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 665 151,088 
Machinery - 1.5%   
Deere & Co. 4,449 544,825 
Ingersoll-Rand PLC 2,580 231,168 
Oshkosh Corp. 1,640 103,517 
Parker Hannifin Corp. 765 120,465 
  999,975 
Road & Rail - 0.4%   
CSX Corp. 2,105 114,028 
Union Pacific Corp. 1,548 170,744 
  284,772 
Trading Companies & Distributors - 1.0%   
HD Supply Holdings, Inc. (a) 4,542 183,270 
MSC Industrial Direct Co., Inc. Class A 1,170 98,210 
United Rentals, Inc. (a) 2,018 219,417 
Univar, Inc. (a) 5,075 154,382 
  655,279 
TOTAL INDUSTRIALS  5,159,861 
INFORMATION TECHNOLOGY - 33.2%   
Communications Equipment - 1.6%   
Cisco Systems, Inc. 25,708 810,573 
Juniper Networks, Inc. 8,145 238,893 
  1,049,466 
Internet Software & Services - 10.2%   
Alibaba Group Holding Ltd. sponsored ADR (a) 6,106 747,741 
Alphabet, Inc.:   
Class A (a) 1,490 1,470,764 
Class C (a) 1,630 1,572,722 
Dropbox, Inc. Class B (a)(b) 1,441 18,013 
eBay, Inc. (a) 8,090 277,487 
Facebook, Inc. Class A (a) 17,743 2,687,355 
SurveyMonkey (a)(b) 1,159 13,572 
  6,787,654 
IT Services - 5.4%   
Accenture PLC Class A 2,241 278,937 
Amdocs Ltd. 1,151 74,562 
Automatic Data Processing, Inc. 1,166 119,363 
DXC Technology Co. 2,622 203,257 
Fidelity National Information Services, Inc. 1,682 144,433 
Fiserv, Inc. (a) 2,004 251,061 
FleetCor Technologies, Inc. (a) 1,635 235,914 
Global Payments, Inc. 3,604 330,162 
IBM Corp. 469 71,583 
MasterCard, Inc. Class A 2,717 333,865 
Total System Services, Inc. 2,793 166,323 
Vantiv, Inc. (a) 4,098 257,027 
Visa, Inc. Class A 11,441 1,089,526 
  3,556,013 
Semiconductors & Semiconductor Equipment - 3.8%   
Analog Devices, Inc. 794 68,093 
Applied Materials, Inc. 11,275 517,297 
KLA-Tencor Corp. 660 68,640 
Lam Research Corp. 2,345 363,874 
Microchip Technology, Inc. 1,895 157,854 
NVIDIA Corp. 4,789 691,292 
Qualcomm, Inc. 7,833 448,596 
Texas Instruments, Inc. 2,697 222,476 
  2,538,122 
Software - 8.0%   
Activision Blizzard, Inc. 2,485 145,571 
Adobe Systems, Inc. (a) 3,893 552,261 
Autodesk, Inc. (a) 4,955 553,820 
Electronic Arts, Inc. (a) 6,228 705,819 
Intuit, Inc. 2,323 326,707 
Microsoft Corp. 31,360 2,190,182 
Oracle Corp. 12,795 580,765 
Synopsys, Inc. (a) 3,420 256,055 
  5,311,180 
Technology Hardware, Storage & Peripherals - 4.2%   
Apple, Inc. 15,471 2,363,350 
NCR Corp. (a) 3,991 153,773 
NetApp, Inc. 6,584 266,586 
  2,783,709 
TOTAL INFORMATION TECHNOLOGY  22,026,144 
MATERIALS - 2.0%   
Chemicals - 1.3%   
Air Products & Chemicals, Inc. 1,234 177,770 
FMC Corp. 1,157 87,203 
LyondellBasell Industries NV Class A 2,649 213,297 
Monsanto Co. 2,436 286,035 
Sherwin-Williams Co. 184 61,046 
  825,351 
Containers & Packaging - 0.4%   
Berry Global Group, Inc. (a) 2,599 150,716 
Owens-Illinois, Inc. (a) 5,595 126,279 
  276,995 
Metals & Mining - 0.3%   
Steel Dynamics, Inc. 6,511 221,309 
TOTAL MATERIALS  1,323,655 
REAL ESTATE - 0.9%   
Equity Real Estate Investment Trusts (REITs) - 0.9%   
Alexandria Real Estate Equities, Inc. 1,803 210,374 
American Tower Corp. 810 106,264 
Equity Lifestyle Properties, Inc. 1,095 92,418 
Public Storage 286 61,590 
Simon Property Group, Inc. 973 150,085 
  620,731 
TELECOMMUNICATION SERVICES - 0.3%   
Diversified Telecommunication Services - 0.3%   
Verizon Communications, Inc. 3,545 165,339 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 7,253 84,715 
TOTAL COMMON STOCKS   
(Cost $37,637,723)  55,775,303 
Convertible Preferred Stocks - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(b)   
(Cost $1,303) 144 1,800 
Equity Funds - 10.6%   
Large Growth Funds - 10.6%   
Fidelity Blue Chip Growth Fund (c) 44,507 3,601,515 
Fidelity SAI U.S. Quality Index Fund (c) 282,596 3,447,674 
TOTAL EQUITY FUNDS   
(Cost $5,819,974)  7,049,189 
U.S. Treasury Obligations - 0.2%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.76% to 0.96% 6/29/17 to 8/31/17 (d)   
(Cost $129,895) $130,000 129,889 
Money Market Funds - 5.3%   
Invesco Government & Agency Portfolio Institutional Class 0.71%(e)   
(Cost $3,531,706) 3,531,706 3,531,706 
TOTAL INVESTMENT PORTFOLIO - 100.2%   
(Cost $47,120,601)  66,487,887 
NET OTHER ASSETS (LIABILITIES) - (0.2)%  (129,602) 
NET ASSETS - 100%  $66,358,285 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
49 ICE Russell 1000 Growth Index Contracts (United States) June 2017 2,930,935 $138,081 

The face value of futures purchased as a percentage of Net Assets is 4.4%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $4,511,407.

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 $33,385 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 $129,889.

 (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. Class B 5/1/12 $13,044 
Dropbox, Inc. Series A 5/25/12 $1,303 
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 $6,678 $3,601,515 
Fidelity SAI U.S. Quality Index Fund -- 2,914,718 -- 39,457 3,447,674 
Total $-- $5,863,488 $44,250 $46,135 $7,049,189 

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $9,735,305 $9,735,305 $-- $-- 
Consumer Staples 5,162,389 5,162,389 -- -- 
Energy 561,581 561,581 -- -- 
Financials 2,441,183 2,441,183 -- -- 
Health Care 8,494,400 8,494,400 -- -- 
Industrials 5,159,861 5,159,861 -- -- 
Information Technology 22,027,944 21,994,559 -- 33,385 
Materials 1,323,655 1,323,655 -- -- 
Real Estate 620,731 620,731 -- -- 
Telecommunication Services 165,339 165,339 -- -- 
Utilities 84,715 84,715 -- -- 
Equity Funds 7,049,189 7,049,189 -- -- 
Other Short-Term Investments  129,889 -- 129,889 -- 
Money Market Funds 3,531,706 3,531,706 -- -- 
Total Investments in Securities: $66,487,887 $66,324,613 $129,889 $33,385 
Derivative Instruments:     
Assets     
Futures Contracts $138,081 $138,081 $-- $-- 
Total Assets $138,081 $138,081 $-- $-- 
Total Derivative Instruments: $138,081 $138,081 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $138,081 $0 
Total Equity Risk 138,081 
Total Value of Derivatives $138,081 $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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $41,300,627) 
$59,438,698  
Affiliated issuers (cost $5,819,974) 7,049,189  
Total Investments (cost $47,120,601)  $66,487,887 
Receivable for investments sold  3,027 
Receivable for fund shares sold  4,285 
Dividends receivable  74,998 
Interest receivable  2,004 
Receivable for daily variation margin for derivative instruments  2,515 
Prepaid expenses  312 
Other receivables  1,025 
Total assets  66,576,053 
Liabilities   
Payable for fund shares redeemed $145,911  
Accrued management fee 25,179  
Distribution and service plan fees payable 28  
Other affiliated payables 6,317  
Other payables and accrued expenses 40,333  
Total liabilities  217,768 
Net Assets  $66,358,285 
Net Assets consist of:   
Paid in capital  $45,476,784 
Undistributed net investment income  101,429 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,274,705 
Net unrealized appreciation (depreciation) on investments  19,505,367 
Net Assets  $66,358,285 
Growth Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($62,609,732 ÷ 4,558,639 shares)  $13.73 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,472,771 ÷ 252,883 shares)  $13.73 
Class L:   
Net Asset Value, offering price and redemption price per share ($138,501 ÷ 10,092 shares)  $13.72 
Class N:   
Net Asset Value, offering price and redemption price per share ($137,281 ÷ 10,017 shares)  $13.70 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $701,226 
Affiliated issuers  46,135 
Interest  17,217 
Total income  764,578 
Expenses   
Management fee $279,939  
Transfer agent fees 50,605  
Distribution and service plan fees 314  
Accounting fees and expenses 23,590  
Custodian fees and expenses 13,613  
Independent trustees' fees and expenses 722  
Registration fees 42,762  
Audit 68,001  
Legal 1,856  
Miscellaneous 2,141  
Total expenses before reductions 483,543  
Expense reductions (928) 482,615 
Net investment income (loss)  281,963 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,981,184  
Affiliated issuers 739  
Foreign currency transactions 228  
Futures contracts 853,599  
Realized gain distributions from underlying funds:   
Affiliated issuers 123,635  
Total net realized gain (loss)  5,959,385 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
4,500,523  
Assets and liabilities in foreign currencies (95)  
Futures contracts 59,409  
Total change in net unrealized appreciation (depreciation)  4,559,837 
Net gain (loss)  10,519,222 
Net increase (decrease) in net assets resulting from operations  $10,801,185 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $281,963 $292,540 
Net realized gain (loss) 5,959,385 4,083,861 
Change in net unrealized appreciation (depreciation) 4,559,837 (4,809,668) 
Net increase (decrease) in net assets resulting from operations 10,801,185 (433,267) 
Distributions to shareholders from net investment income (319,551) (250,913) 
Distributions to shareholders from net realized gain (7,341,393) (3,437,178) 
Total distributions (7,660,944) (3,688,091) 
Share transactions - net increase (decrease) 4,574,494 (2,366,614) 
Total increase (decrease) in net assets 7,714,735 (6,487,972) 
Net Assets   
Beginning of period 58,643,550 65,131,522 
End of period $66,358,285 $58,643,550 
Other Information   
Undistributed net investment income end of period $101,429 $152,261 

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


Financial Highlights — Strategic Advisers Growth Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $13.17 $14.04 $14.73 $12.70 $10.47 
Income from Investment Operations      
Net investment income (loss)A .06 .06 .05 .08 .07 
Net realized and unrealized gain (loss) 2.21B (.16) 1.71 2.74 2.22 
Total from investment operations 2.27 (.10) 1.76 2.82 2.29 
Distributions from net investment income (.07) (.05) (.06) (.07) (.06) 
Distributions from net realized gain (1.64) (.72) (2.38) (.73) – 
Total distributions (1.71) (.77) (2.45)C (.79)D (.06) 
Net asset value, end of period $13.73 $13.17 $14.04 $14.73 $12.70 
Total ReturnE 19.13%B (.66)% 13.15% 22.94% 21.97% 
Ratios to Average Net AssetsF      
Expenses before reductions .80% .82% .84% .83% .87% 
Expenses net of fee waivers, if any .80% .82% .84% .80% .87% 
Expenses net of all reductions .80% .82% .84% .80% .87% 
Net investment income (loss) .46% .46% .39% .55% .60% 
Supplemental Data      
Net assets, end of period (000 omitted) $62,610 $55,948 $62,615 $65,731 $64,621 
Portfolio turnover rateG 52% 46% 46% 51% 65% 

 A Calculated based on average shares outstanding during the period.

 B 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 19.07%.

 C 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.

 D 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.

 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. 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 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

Years ended May 31, 2017 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 .07 .07 .07 .09 .03 
Net realized and unrealized gain (loss) 2.22C (.15) 1.70 2.75 1.41 
Total from investment operations 2.29 (.08) 1.77 2.84 1.44 
Distributions from net investment income (.08) (.07) (.08) (.08) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.73) – 
Total distributions (1.73)D (.79) (2.46) (.81) (.05) 
Net asset value, end of period $13.73 $13.17 $14.04 $14.73 $12.70 
Total ReturnE,F 19.25%C (.56)% 13.27% 23.05% 12.82% 
Ratios to Average Net AssetsG      
Expenses before reductions .71% .72% .74% .74% .72%H 
Expenses net of fee waivers, if any .71% .72% .74% .69% .72%H 
Expenses net of all reductions .71% .72% .74% .69% .72%H 
Net investment income (loss) .55% .55% .48% .66% .64%H 
Supplemental Data      
Net assets, end of period (000 omitted) $3,473 $2,451 $2,269 $1,286 $256 
Portfolio turnover rateI 52% 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 19.19%.

 D Total distributions of $1.73 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $1.642 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 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.


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


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

Years ended May 31, 2017 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 .06 .06 .05 .05 
Net realized and unrealized gain (loss) 2.21C (.15) 1.71 1.22 
Total from investment operations 2.27 (.09) 1.76 1.27 
Distributions from net investment income (.07) (.05) (.07) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.46) 
Total distributions (1.71) (.78)D (2.45) (.51) 
Net asset value, end of period $13.72 $13.16 $14.03 $14.72 
Total ReturnE,F 19.15%C (.65)% 13.18% 9.28% 
Ratios to Average Net AssetsG     
Expenses before reductions .80% .82% .84% .85%H 
Expenses net of fee waivers, if any .80% .82% .84% .85%H 
Expenses net of all reductions .80% .82% .84% .85%H 
Net investment income (loss) .46% .46% .39% .58%H 
Supplemental Data     
Net assets, end of period (000 omitted) $139 $123 $124 $109 
Portfolio turnover rateI 52% 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 19.09%.

 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 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.


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


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

Years ended May 31, 2017 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 .03 .03 .02 .03 
Net realized and unrealized gain (loss) 2.20C (.15) 1.70 1.23 
Total from investment operations 2.23 (.12) 1.72 1.26 
Distributions from net investment income (.04) (.02) (.03) (.05) 
Distributions from net realized gain (1.64) (.72) (2.38) (.46) 
Total distributions (1.68) (.74) (2.42)D (.51) 
Net asset value, end of period $13.70 $13.15 $14.01 $14.71 
Total ReturnE,F 18.79%C (.83)% 12.83% 9.17% 
Ratios to Average Net AssetsG     
Expenses before reductions 1.05% 1.07% 1.09% 1.10%H 
Expenses net of fee waivers, if any 1.05% 1.07% 1.09% 1.10%H 
Expenses net of all reductions 1.05% 1.06% 1.09% 1.10%H 
Net investment income (loss) .21% .21% .14% .32%H 
Supplemental Data     
Net assets, end of period (000 omitted) $137 $122 $123 $109 
Portfolio turnover rateI 52% 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 18.73%.

 D 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.

 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 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.


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


Notes to Financial Statements

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income 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 $19,937,113 
Gross unrealized depreciation (669,337) 
Net unrealized appreciation (depreciation) on securities $19,267,776 
Tax Cost $47,220,111 

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

Undistributed ordinary income $102,304 
Undistributed long-term capital gain $1,512,448 
Net unrealized appreciation (depreciation) on securities and other investments $19,267,776 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $516,495 $ 302,461 
Long-term Capital Gains 7,144,449 3,385,630 
Total $7,660,944 $ 3,688,091 

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 $853,599 and a change in net unrealized appreciation (depreciation) of $59,409 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 $28,886,494 and $31,374,670, 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. (through March 31, 2017) 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, Morgan Stanley Investment Management, Inc. 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% $314 $314 

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 
Growth Multi-Manager $50,389 .09 
Class L 108 .09 
Class N 108 .09 
 $50,605  

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 $184 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $907.

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 $21.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
May 31, 2017 
Year ended
May 31, 2016 
From net investment income   
Growth Multi-Manager $301,715 $238,634 
Class F 16,794 11,626 
Class L 671 475 
Class N 371 178 
Total $319,551 $250,913 
From net realized gain   
Growth Multi-Manager $6,978,535 $3,295,885 
Class F 332,358 128,412 
Class L 15,293 6,450 
Class N 15,207 6,431 
Total $7,341,393 $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 
 Year ended May 31, 2017 Year ended May 31, 2016 Year ended May 31, 2017 Year ended May 31, 2016 
Growth Multi-Manager     
Shares sold 85,500 156,433 $1,104,425 $2,082,156 
Reinvestment of distributions 587,340 265,932 7,280,250 3,534,519 
Shares redeemed (361,805) (635,319) (4,658,114) (8,317,006) 
Net increase (decrease) 311,035 (212,954) $3,726,561 $(2,700,331) 
Class F     
Shares sold 110,246 73,922 $1,414,746 $973,407 
Reinvestment of distributions 28,217 10,546 349,152 140,038 
Shares redeemed (71,636) (60,042) (933,819) (793,262) 
Net increase (decrease) 66,827 24,426 $830,079 $320,183 
Class L     
Reinvestment of distributions 1,289 522 $15,964 $6,925 
Shares redeemed (534) – (6,870) – 
Net increase (decrease) 755 522 $9,094 $6,925 
Class N     
Reinvestment of distributions 1,258 498 $15,578 $6,609 
Shares redeemed (531) – (6,818) – 
Net increase (decrease) 727 498 $8,760 $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 90% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Growth Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Growth Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Growth Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 17, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Growth Multi-Manager .74%    
Actual  $1,000.00 $1,153.20 $3.97 
Hypothetical-C  $1,000.00 $1,021.24 $3.73 
Class F .69%    
Actual  $1,000.00 $1,153.80 $3.71 
Hypothetical-C  $1,000.00 $1,021.49 $3.48 
Class L .74%    
Actual  $1,000.00 $1,153.30 $3.97 
Hypothetical-C  $1,000.00 $1,021.24 $3.73 
Class N .99%    
Actual  $1,000.00 $1,151.80 $5.31 
Hypothetical-C  $1,000.00 $1,020.00 $4.99 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Growth Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Growth Multi-Manger Fund 07/10/17 07/07/17 $0.022 $0.313 
Class F 07/10/17 07/07/17 $0.027 $0.313 
Class L 07/10/17 07/07/17 $0.023 $0.313 
Class N 07/10/17 07/07/17 $0.009 $0.313 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $5,840,040, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of the dividends distributed in July and December, 2016 during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Adviser Growth Multi-Manager Fund, Class F, Class L, and Class N designate 100% of dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

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-ANN-0717
1.9585625.103


Strategic Advisers® Value Multi-Manager Fund



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Value Multi-Manager Fund 16.46% 13.96% 13.84% 

 A From November 16, 2011


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Value Multi-Manager Fund, a class of the fund, on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.


Period Ending Values

$20,514Strategic Advisers® Value Multi-Manager Fund

$21,214Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 16%, outpacing the 14.66% return of the benchmark Russell 1000® Value Index. Relative to the benchmark, underlying managers pursuing deep-value strategies generated some of the best results this period. Managers that were favorably positioned in economically sensitive sectors also did well. Sub-adviser Aristotle Capital Management was the top overall contributor, as its opportunistic, traditional value approach outperformed the Fund's benchmark by a large margin due to strong stock selection. Sub-adviser LSV Asset Management also aided relative performance. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in financials – particularly among regional banks – and in the information technology sector. Sub-adviser Brandywine Global Investment Management’s strategy emphasizing traditional value metrics, as well as company quality, provided a further boost versus the benchmark. This period, Brandywine received a shot in the arm from holding shares of Apple. There were no relative detractors this period, as the three managers in the Fund all contributed something to relative performance.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents)

 % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 2.9 2.9 
Johnson & Johnson 2.7 2.5 
Bank of America Corp. 2.4 2.6 
Apple, Inc. 2.1 1.8 
Pfizer, Inc. 2.0 2.0 
Citigroup, Inc. 1.8 1.6 
Chevron Corp. 1.6 1.8 
Intel Corp. 1.6 1.5 
Cisco Systems, Inc. 1.5 1.4 
Wal-Mart Stores, Inc. 1.5 1.0 
 20.1  

Top Five Market Sectors as of May 31, 2017

(stocks only)

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.6 26.3 
Information Technology 15.5 14.3 
Health Care 14.9 14.0 
Consumer Discretionary 8.7 9.0 
Industrials 7.9 9.0 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 94.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.3% 


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


Investments May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 94.7%   
 Shares Value 
CONSUMER DISCRETIONARY - 8.7%   
Auto Components - 0.9%   
BorgWarner, Inc. 200 $8,502 
Delphi Automotive PLC 250 21,993 
Gentex Corp. 270 5,125 
Lear Corp. 470 70,049 
The Goodyear Tire & Rubber Co. 1,940 62,507 
  168,176 
Automobiles - 1.2%   
Ford Motor Co. 4,100 45,592 
General Motors Co. 3,620 122,827 
Harley-Davidson, Inc. 1,060 56,191 
Thor Industries, Inc. 50 4,527 
  229,137 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 100 2,654 
Hotels, Restaurants & Leisure - 0.9%   
Brinker International, Inc. 400 15,692 
Carnival Corp. 500 32,035 
Hyatt Hotels Corp. Class A (a) 40 2,308 
Norwegian Cruise Line Holdings Ltd. (a) 210 10,494 
Royal Caribbean Cruises Ltd. 200 22,036 
Wyndham Worldwide Corp. 600 60,594 
Yum! Brands, Inc. 290 21,066 
  164,225 
Household Durables - 1.1%   
Garmin Ltd. 180 9,367 
Leggett & Platt, Inc. 110 5,722 
Lennar Corp. Class A 1,945 99,798 
Mohawk Industries, Inc. (a) 70 16,751 
NVR, Inc. (a) 9,130 
PulteGroup, Inc. 300 6,801 
Toll Brothers, Inc. 150 5,537 
Whirlpool Corp. 360 66,794 
  219,900 
Leisure Products - 0.0%   
Brunswick Corp. 80 4,421 
Media - 2.6%   
CBS Corp. Class B 350 21,389 
Cinemark Holdings, Inc. 110 4,353 
Discovery Communications, Inc. Class A (a) 140 3,710 
Gannett Co., Inc. 600 4,710 
Interpublic Group of Companies, Inc. 370 9,224 
News Corp. Class A 360 4,817 
Omnicom Group, Inc. 220 18,418 
Scripps Networks Interactive, Inc. Class A 80 5,298 
Tegna, Inc. 1,200 28,488 
The Madison Square Garden Co. (a) 20 3,908 
The Walt Disney Co. 1,470 158,672 
Time Warner, Inc. 1,902 189,230 
Twenty-First Century Fox, Inc. Class A 990 26,849 
Viacom, Inc. Class B (non-vtg.) 900 31,311 
  510,377 
Multiline Retail - 0.5%   
Dillard's, Inc. Class A 300 15,444 
Kohl's Corp. 800 30,744 
Macy's, Inc. 500 11,750 
Target Corp. 800 44,120 
  102,058 
Specialty Retail - 1.4%   
Best Buy Co., Inc. 1,270 75,425 
CarMax, Inc. (a) 170 10,681 
Foot Locker, Inc. 120 7,129 
Home Depot, Inc. 870 133,554 
Penske Automotive Group, Inc. 870 36,845 
Williams-Sonoma, Inc. 80 3,893 
  267,527 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 70 7,417 
TOTAL CONSUMER DISCRETIONARY  1,675,892 
CONSUMER STAPLES - 6.5%   
Beverages - 0.4%   
The Coca-Cola Co. 1,640 74,571 
Food & Staples Retailing - 3.3%   
CVS Health Corp. 800 61,464 
Kroger Co. 3,690 109,888 
Wal-Mart Stores, Inc. 3,750 294,750 
Walgreens Boots Alliance, Inc. 2,225 180,270 
  646,372 
Food Products - 2.2%   
Archer Daniels Midland Co. 2,975 123,701 
Bunge Ltd. 1,030 82,369 
Ingredion, Inc. 200 22,818 
Mondelez International, Inc. 1,815 84,561 
Pilgrim's Pride Corp. 2,140 49,798 
Tyson Foods, Inc. Class A 1,000 57,340 
  420,587 
Personal Products - 0.6%   
Coty, Inc. Class A 842 15,947 
Herbalife Ltd. (a) 30 2,153 
Unilever NV (NY Reg.) 1,790 101,636 
  119,736 
TOTAL CONSUMER STAPLES  1,261,266 
ENERGY - 5.9%   
Energy Equipment & Services - 0.5%   
Baker Hughes, Inc. 360 19,854 
Ensco PLC Class A 500 3,120 
Halliburton Co. 1,495 67,559 
National Oilwell Varco, Inc. 310 10,128 
Parker Drilling Co. (a) 2,100 2,835 
  103,496 
Oil, Gas & Consumable Fuels - 5.4%   
Chevron Corp. 2,980 308,370 
ConocoPhillips Co. 1,160 51,840 
Energen Corp. (a) 90 5,134 
EQT Corp. 1,065 58,863 
Exxon Mobil Corp. 1,700 136,850 
HollyFrontier Corp. 160 3,824 
Marathon Petroleum Corp. 1,790 93,152 
Murphy Oil Corp. 1,200 29,292 
PBF Energy, Inc. Class A 1,500 28,980 
Phillips 66 Co. 1,970 149,937 
Pioneer Natural Resources Co. 395 65,910 
Valero Energy Corp. 1,820 111,875 
  1,044,027 
TOTAL ENERGY  1,147,523 
FINANCIALS - 26.6%   
Banks - 13.8%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 12,528 102,980 
Bank of America Corp. 20,690 463,663 
BB&T Corp. 1,000 41,650 
BOK Financial Corp. 685 55,163 
Citigroup, Inc. 5,590 338,419 
Citizens Financial Group, Inc. 480 16,368 
Comerica, Inc. 150 10,284 
Commerce Bancshares, Inc. 81 4,336 
Cullen/Frost Bankers, Inc. 650 59,579 
East West Bancorp, Inc. 130 7,115 
Fifth Third Bancorp 2,300 54,602 
First Republic Bank 760 69,996 
Investors Bancorp, Inc. 280 3,704 
JPMorgan Chase & Co. 6,720 552,030 
KeyCorp 1,900 33,193 
M&T Bank Corp. 645 100,923 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 59,961 
PacWest Bancorp 110 5,134 
PNC Financial Services Group, Inc. 1,150 136,505 
Prosperity Bancshares, Inc. 70 4,385 
Regions Financial Corp. 6,430 88,991 
SunTrust Banks, Inc. 1,860 99,268 
Synovus Financial Corp. 110 4,497 
U.S. Bancorp 1,590 80,915 
Wells Fargo & Co. 5,290 270,531 
Zions Bancorporation 190 7,613 
  2,671,805 
Capital Markets - 3.7%   
Ameriprise Financial, Inc. 1,575 190,244 
Bank of New York Mellon Corp. 980 46,178 
BlackRock, Inc. Class A 150 61,386 
E*TRADE Financial Corp. (a) 260 8,999 
Eaton Vance Corp. (non-vtg.) 100 4,657 
Franklin Resources, Inc. 530 22,149 
Goldman Sachs Group, Inc. 670 141,544 
Invesco Ltd. 380 12,046 
Morgan Stanley 3,040 126,890 
Northern Trust Corp. 190 16,614 
Raymond James Financial, Inc. 120 8,672 
State Street Corp. 750 61,095 
T. Rowe Price Group, Inc. 130 9,157 
The NASDAQ OMX Group, Inc. 130 8,795 
  718,426 
Consumer Finance - 1.6%   
Ally Financial, Inc. 440 8,158 
American Express Co. 840 64,630 
Capital One Financial Corp. 1,350 103,842 
Credit Acceptance Corp. (a) 10 2,150 
Discover Financial Services 1,380 81,006 
Navient Corp. 1,370 19,769 
Santander Consumer U.S.A. Holdings, Inc. (a) 330 3,686 
Synchrony Financial 763 20,487 
  303,728 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 4,260 
Leucadia National Corp. 340 8,293 
Voya Financial, Inc. 170 5,811 
  18,364 
Insurance - 7.0%   
AFLAC, Inc. 1,280 96,486 
Alleghany Corp. (a) 20 11,747 
Allstate Corp. 1,160 100,154 
American Financial Group, Inc. 670 66,900 
American International Group, Inc. 1,160 73,811 
Arch Capital Group Ltd. (a) 110 10,698 
Assurant, Inc. 460 45,071 
Assured Guaranty Ltd. 120 4,687 
Axis Capital Holdings Ltd. 680 44,594 
Chubb Ltd. 645 92,358 
Cincinnati Financial Corp. 140 9,811 
Everest Re Group Ltd. 340 86,581 
FNF Group 230 9,800 
Hartford Financial Services Group, Inc. 1,750 86,433 
Lincoln National Corp. 1,300 84,474 
Loews Corp. 320 15,091 
Markel Corp. (a) 10 9,773 
MetLife, Inc. 2,320 117,369 
Old Republic International Corp. 200 3,956 
Principal Financial Group, Inc. 270 16,986 
Prudential Financial, Inc. 1,100 115,335 
Reinsurance Group of America, Inc. 70 8,716 
RenaissanceRe Holdings Ltd. 40 5,714 
The Travelers Companies, Inc. 1,100 137,335 
Torchmark Corp. 280 21,140 
Unum Group 1,210 54,426 
Validus Holdings Ltd. 70 3,738 
W.R. Berkley Corp. 110 7,589 
XL Group Ltd. 250 10,923 
  1,351,696 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 3,600 43,128 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 2,200 35,332 
TOTAL FINANCIALS  5,142,479 
HEALTH CARE - 14.9%   
Biotechnology - 3.2%   
AbbVie, Inc. 3,725 245,925 
Amgen, Inc. 1,735 269,341 
Biogen, Inc. (a) 200 49,554 
Gilead Sciences, Inc. 300 19,467 
United Therapeutics Corp. (a) 300 36,267 
  620,554 
Health Care Equipment & Supplies - 1.7%   
Baxter International, Inc. 2,255 133,744 
Danaher Corp. 930 78,994 
Medtronic PLC 1,280 107,878 
  320,616 
Health Care Providers & Services - 3.5%   
Acadia Healthcare Co., Inc. (a) 1,883 77,843 
Aetna, Inc. 810 117,337 
Anthem, Inc. 740 134,939 
Cardinal Health, Inc. 400 29,716 
Cigna Corp. 540 87,064 
DaVita HealthCare Partners, Inc. (a) 80 5,301 
Express Scripts Holding Co. (a) 700 41,825 
HCA Holdings, Inc. (a) 1,150 94,197 
Laboratory Corp. of America Holdings (a) 40 5,560 
LifePoint Hospitals, Inc. (a) 400 24,320 
Quest Diagnostics, Inc. 530 57,648 
  675,750 
Pharmaceuticals - 6.5%   
Johnson & Johnson 4,130 529,673 
Mallinckrodt PLC (a) 200 8,626 
Merck & Co., Inc. 3,870 251,976 
Novartis AG sponsored ADR 1,040 85,041 
Pfizer, Inc. 11,800 385,270 
  1,260,586 
TOTAL HEALTH CARE  2,877,506 
INDUSTRIALS - 7.9%   
Aerospace & Defense - 2.8%   
General Dynamics Corp. 845 171,746 
Hexcel Corp. 90 4,629 
Huntington Ingalls Industries, Inc. 40 7,832 
L3 Technologies, Inc. 70 11,801 
Raytheon Co. 100 16,401 
Spirit AeroSystems Holdings, Inc. Class A 110 5,994 
Textron, Inc. 250 11,950 
The Boeing Co. 1,070 200,764 
Triumph Group, Inc. 700 22,820 
United Technologies Corp. 750 90,960 
  544,897 
Air Freight & Logistics - 0.6%   
FedEx Corp. 400 77,536 
United Parcel Service, Inc. Class B 310 32,851 
  110,387 
Airlines - 1.2%   
Alaska Air Group, Inc. 120 10,446 
American Airlines Group, Inc. 460 22,269 
Delta Air Lines, Inc. 1,690 83,030 
Southwest Airlines Co. 570 34,251 
United Continental Holdings, Inc. (a) 970 77,280 
  227,276 
Building Products - 0.1%   
Owens Corning 110 6,864 
USG Corp. (a) 130 3,697 
  10,561 
Commercial Services & Supplies - 0.3%   
Deluxe Corp. 700 47,712 
LSC Communications, Inc. 187 3,977 
R.R. Donnelley & Sons Co. 500 5,960 
  57,649 
Construction & Engineering - 0.1%   
Fluor Corp. 400 17,944 
Jacobs Engineering Group, Inc. 110 5,766 
Quanta Services, Inc. (a) 150 4,599 
  28,309 
Electrical Equipment - 0.4%   
Eaton Corp. PLC 420 32,500 
Emerson Electric Co. 550 32,516 
Hubbell, Inc. Class B 50 5,796 
  70,812 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 60 6,080 
Honeywell International, Inc. 720 95,753 
  101,833 
Machinery - 1.4%   
AGCO Corp. 570 36,497 
Cummins, Inc. 160 25,232 
Ingersoll-Rand PLC 220 19,712 
Oshkosh Corp. 1,400 88,368 
PACCAR, Inc. 330 20,777 
Pentair PLC 140 9,271 
Snap-On, Inc. 50 8,083 
Stanley Black & Decker, Inc. 130 17,893 
Timken Co. 200 9,230 
Trinity Industries, Inc. 1,200 30,624 
WABCO Holdings, Inc. (a) 50 6,091 
  271,778 
Professional Services - 0.1%   
Manpower, Inc. 60 6,112 
Robert Half International, Inc. 120 5,579 
  11,691 
Road & Rail - 0.2%   
AMERCO 20 7,385 
Ryder System, Inc. 600 39,852 
  47,237 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 1,400 30,562 
United Rentals, Inc. (a) 80 8,698 
  39,260 
TOTAL INDUSTRIALS  1,521,690 
INFORMATION TECHNOLOGY - 15.5%   
Communications Equipment - 1.8%   
Brocade Communications Systems, Inc. 1,500 18,945 
Cisco Systems, Inc. 9,590 302,373 
Harris Corp. 110 12,338 
Juniper Networks, Inc. 360 10,559 
Motorola Solutions, Inc. 150 12,536 
  356,751 
Electronic Equipment & Components - 1.9%   
Arrow Electronics, Inc. (a) 680 51,401 
Avnet, Inc. 170 6,236 
CDW Corp. 150 9,027 
Corning, Inc. 3,040 88,464 
Dell Technologies, Inc. (a) 278 19,290 
Flextronics International Ltd. (a) 2,800 48,328 
Jabil Circuit, Inc. 160 4,787 
TE Connectivity Ltd. 1,000 78,850 
Tech Data Corp. (a) 400 38,788 
Vishay Intertechnology, Inc. 1,300 21,255 
  366,426 
Internet Software & Services - 0.1%   
eBay, Inc. (a) 390 13,377 
IT Services - 1.7%   
Cognizant Technology Solutions Corp. Class A 550 36,801 
DXC Technology Co. 163 12,636 
IBM Corp. 1,260 192,314 
PayPal Holdings, Inc. (a) 1,470 76,749 
The Western Union Co. 440 8,369 
  326,869 
Semiconductors & Semiconductor Equipment - 3.6%   
Applied Materials, Inc. 1,740 79,831 
Cirrus Logic, Inc. (a) 600 39,570 
Intel Corp. 8,420 304,046 
KLA-Tencor Corp. 130 13,520 
Lam Research Corp. 400 62,068 
Marvell Technology Group Ltd. 470 8,103 
Microchip Technology, Inc. 1,505 125,367 
Qorvo, Inc. (a) 120 9,354 
Qualcomm, Inc. 700 40,089 
Skyworks Solutions, Inc. 170 18,093 
  700,041 
Software - 2.8%   
Adobe Systems, Inc. (a) 1,030 146,116 
ANSYS, Inc. (a) 706 89,189 
CA Technologies, Inc. 360 11,437 
Microsoft Corp. 1,710 119,426 
Oracle Corp. 3,860 175,205 
  541,373 
Technology Hardware, Storage & Peripherals - 3.6%   
Apple, Inc. 2,650 404,814 
Hewlett Packard Enterprise Co. 1,900 35,739 
HP, Inc. 4,690 87,984 
NCR Corp. (a) 1,510 58,180 
Seagate Technology LLC 900 39,213 
Western Digital Corp. 500 45,030 
Xerox Corp. 4,750 33,583 
  704,543 
TOTAL INFORMATION TECHNOLOGY  3,009,380 
MATERIALS - 3.8%   
Chemicals - 2.2%   
Ashland Global Holdings, Inc. 50 3,327 
Celanese Corp. Class A 130 11,252 
CF Industries Holdings, Inc. 220 5,918 
Eastman Chemical Co. 840 67,292 
Huntsman Corp. 1,720 41,108 
LyondellBasell Industries NV Class A 1,440 115,949 
PPG Industries, Inc. 755 80,302 
RPM International, Inc. 110 5,965 
The Dow Chemical Co. 1,475 91,391 
Westlake Chemical Corp. 120 7,375 
  429,879 
Construction Materials - 0.6%   
Martin Marietta Materials, Inc. 520 116,532 
Containers & Packaging - 0.8%   
Avery Dennison Corp. 80 6,741 
Crown Holdings, Inc. (a) 130 7,506 
Graphic Packaging Holding Co. 260 3,513 
International Paper Co. 1,190 62,927 
Packaging Corp. of America 590 60,274 
Sonoco Products Co. 90 4,564 
WestRock Co. 111 6,041 
  151,566 
Metals & Mining - 0.1%   
Nucor Corp. 300 17,430 
Reliance Steel & Aluminum Co. 60 4,377 
Steel Dynamics, Inc. 230 7,818 
  29,625 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 18,190 
TOTAL MATERIALS  745,792 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Hospitality Properties Trust (SBI) 1,100 31,812 
Mack-Cali Realty Corp. 1,000 26,610 
Medical Properties Trust, Inc. 1,100 14,245 
  72,667 
Real Estate Management & Development - 0.0%   
Jones Lang LaSalle, Inc. 40 4,619 
TOTAL REAL ESTATE  77,286 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 1.1%   
AT&T, Inc. 3,500 134,855 
Verizon Communications, Inc. 1,600 74,624 
  209,479 
UTILITIES - 3.4%   
Electric Utilities - 2.0%   
American Electric Power Co., Inc. 460 33,019 
Duke Energy Corp. 550 47,124 
Edison International 310 25,287 
Entergy Corp. 770 60,876 
Eversource Energy 300 18,621 
Exelon Corp. 2,970 107,841 
FirstEnergy Corp. 2,000 58,480 
OGE Energy Corp. 190 6,770 
Pinnacle West Capital Corp. 100 8,835 
Xcel Energy, Inc. 440 21,080 
  387,933 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,395 79,180 
Independent Power and Renewable Electricity Producers - 0.3%   
The AES Corp. 5,420 63,306 
Multi-Utilities - 0.7%   
Ameren Corp. 230 13,053 
DTE Energy Co. 170 18,618 
Public Service Enterprise Group, Inc. 2,280 102,395 
  134,066 
TOTAL UTILITIES  664,485 
TOTAL COMMON STOCKS   
(Cost $13,315,449)  18,332,778 
 Principal Amount   
U.S. Treasury Obligations - 0.3%   
U.S. Treasury Bills, yield at date of purchase 0.79% 7/13/17 to 7/20/17 (b)   
(Cost $59,939) $60,000 59,935 
 Shares  
Money Market Funds - 4.9%   
Invesco Government & Agency Portfolio Institutional Class 0.71% (c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.72%(c) 938,225 938,225 
TOTAL MONEY MARKET FUNDS   
(Cost $938,235)  938,235 
TOTAL INVESTMENT PORTFOLIO - 99.9%   
(Cost $14,313,623)  19,330,948 
NET OTHER ASSETS (LIABILITIES) - 0.1%  26,949 
NET ASSETS - 100%  $19,357,897 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
13 ICE Russell 1000 Value Index Contracts (United States) June 2017 729,755 $(2,098) 

The face value of futures purchased as a percentage of Net Assets is 3.8%

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 $39,958.

 (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 May 31, 2017, 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 $1,675,892 $1,675,892 $-- $-- 
Consumer Staples 1,261,266 1,261,266 -- -- 
Energy 1,147,523 1,147,523 -- -- 
Financials 5,142,479 5,142,479 -- -- 
Health Care 2,877,506 2,877,506 -- -- 
Industrials 1,521,690 1,521,690 -- -- 
Information Technology 3,009,380 3,009,380 -- -- 
Materials 745,792 745,792 -- -- 
Real Estate 77,286 77,286 -- -- 
Telecommunication Services 209,479 209,479 -- -- 
Utilities 664,485 664,485 -- -- 
Other Short-Term Investments 59,935 -- 59,935 -- 
Money Market Funds 938,235 938,235 -- -- 
Total Investments in Securities: $19,330,948 $19,271,013 $59,935 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(2,098) $(2,098) $-- $-- 
Total Liabilities $(2,098) $(2,098) $-- $-- 
Total Derivative Instruments: $(2,098) $(2,098) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $0 $(2,098) 
Total Equity Risk (2,098) 
Total Value of Derivatives $0 $(2,098) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $14,313,623) 
 $19,330,948 
Receivable for investments sold  147,114 
Receivable for fund shares sold  66,722 
Dividends receivable  54,963 
Interest receivable  798 
Prepaid expenses  94 
Receivable from investment adviser for expense reductions  2,405 
Other receivables  293 
Total assets  19,603,337 
Liabilities   
Payable for investments purchased $166,363  
Payable for fund shares redeemed 26,495  
Accrued management fee 8,483  
Audit fee payable 37,477  
Distribution and service plan fees payable 26  
Payable for daily variation margin for derivative instruments 1,235  
Other affiliated payables 2,416  
Other payables and accrued expenses 2,945  
Total liabilities  245,440 
Net Assets  $19,357,897 
Net Assets consist of:   
Paid in capital  $14,044,130 
Undistributed net investment income  116,977 
Accumulated undistributed net realized gain (loss) on investments  181,563 
Net unrealized appreciation (depreciation) on investments  5,015,227 
Net Assets  $19,357,897 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($15,006,173 ÷ 1,005,719 shares)  $14.92 
Class F:   
Net Asset Value, offering price and redemption price per share ($4,103,005 ÷ 273,491 shares)  $15.00 
Class L:   
Net Asset Value, offering price and redemption price per share ($124,907 ÷ 8,372 shares)  $14.92 
Class N:   
Net Asset Value, offering price and redemption price per share ($123,812 ÷ 8,308 shares)  $14.90 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $402,548 
Interest  4,123 
Total income  406,671 
Expenses   
Management fee $89,986  
Transfer agent fees 19,307  
Distribution and service plan fees 299  
Accounting fees and expenses 6,747  
Custodian fees and expenses 11,295  
Independent trustees' fees and expenses 205  
Registration fees 44,549  
Audit 67,151  
Legal 1,810  
Miscellaneous 1,765  
Total expenses before reductions 243,114  
Expense reductions (90,270) 152,844 
Net investment income (loss)  253,827 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 450,941  
Futures contracts 49,153  
Total net realized gain (loss)  500,094 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
1,790,901  
Futures contracts (9,722)  
Total change in net unrealized appreciation (depreciation)  1,781,179 
Net gain (loss)  2,281,273 
Net increase (decrease) in net assets resulting from operations  $2,535,100 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $253,827 $240,567 
Net realized gain (loss) 500,094 875,882 
Change in net unrealized appreciation (depreciation) 1,781,179 (1,971,649) 
Net increase (decrease) in net assets resulting from operations 2,535,100 (855,200) 
Distributions to shareholders from net investment income (244,137) (224,106) 
Distributions to shareholders from net realized gain (752,307) (795,712) 
Total distributions (996,444) (1,019,818) 
Share transactions - net increase (decrease) 2,308,537 (2,808,946) 
Total increase (decrease) in net assets 3,847,193 (4,683,964) 
Net Assets   
Beginning of period 15,510,704 20,194,668 
End of period $19,357,897 $15,510,704 
Other Information   
Undistributed net investment income end of period $116,977 $107,361 

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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $13.63 $14.83 $14.93 $13.32 $10.65 
Income from Investment Operations      
Net investment income (loss)A .21 .18 .16 .14 .17 
Net realized and unrealized gain (loss) 1.95 (.65) 1.23 2.37 2.92 
Total from investment operations 2.16 (.47) 1.39 2.51 3.09 
Distributions from net investment income (.21) (.16) (.15) (.14) (.16) 
Distributions from net realized gain (.66) (.57) (1.35) (.77) (.26) 
Total distributions (.87) (.73) (1.49)B (.90)C (.42) 
Net asset value, end of period $14.92 $13.63 $14.83 $14.93 $13.32 
Total ReturnD 16.46% (3.12)% 9.78% 19.66% 29.71% 
Ratios to Average Net AssetsE      
Expenses before reductions 1.43% 1.32% 1.25% 1.32% 1.30% 
Expenses net of fee waivers, if any .90% .97% .97% .97% .97% 
Expenses net of all reductions .90% .97% .97% .97% .97% 
Net investment income (loss) 1.45% 1.30% 1.08% .97% 1.43% 
Supplemental Data      
Net assets, end of period (000 omitted) $15,006 $12,405 $17,235 $17,565 $15,774 
Portfolio turnover rateF 27% 41% 36% 59% 30% 

 A Calculated based on average shares outstanding during the period.

 B 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.

 C 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.

 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. 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.

 F 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

Years ended May 31, 2017 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 .22 .19 .17 .15 .08 
Net realized and unrealized gain (loss) 1.96 (.64) 1.23 2.38 1.62 
Total from investment operations 2.18 (.45) 1.40 2.53 1.70 
Distributions from net investment income (.21) (.16) (.15) (.14) (.10) 
Distributions from net realized gain (.66) (.57) (1.35) (.77) (.18) 
Total distributions (.87) (.73) (1.49)C (.90)D (.28) 
Net asset value, end of period $15.00 $13.69 $14.87 $14.96 $13.33 
Total ReturnE,F 16.54% (2.97)% 9.83% 19.81% 14.61% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.29% 1.19% 1.11% 1.26% .98%H 
Expenses net of fee waivers, if any .80% .87% .87% .87% .87%H 
Expenses net of all reductions .80% .87% .87% .87% .87%H 
Net investment income (loss) 1.55% 1.40% 1.18% 1.07% 1.40%H 
Supplemental Data      
Net assets, end of period (000 omitted) $4,103 $2,871 $2,717 $1,535 $287 
Portfolio turnover rateI 27% 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

Years ended May 31, 2017 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 .20 .17 .16 .08 
Net realized and unrealized gain (loss) 1.96 (.64) 1.23 1.38 
Total from investment operations 2.16 (.47) 1.39 1.46 
Distributions from net investment income (.21) (.16) (.15) (.08) 
Distributions from net realized gain (.66) (.57) (1.35) (.48) 
Total distributions (.87) (.73) (1.49)C (.56) 
Net asset value, end of period $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 16.46% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.40% 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90% .97% .97% .97%G 
Expenses net of all reductions .90% .97% .97% .97%G 
Net investment income (loss) 1.45% 1.29% 1.08% .97%G 
Supplemental Data     
Net assets, end of period (000 omitted) $125 $118 $121 $111 
Portfolio turnover rateH 27% 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

Years ended May 31, 2017 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 .17 .14 .12 .06 
Net realized and unrealized gain (loss) 1.95 (.65) 1.23 1.38 
Total from investment operations 2.12 (.51) 1.35 1.44 
Distributions from net investment income (.18) (.12) (.11) (.07) 
Distributions from net realized gain (.66) (.57) (1.35) (.48) 
Total distributions (.83)C (.69) (1.46) (.55) 
Net asset value, end of period $14.90 $13.61 $14.81 $14.92 
Total ReturnD,E 16.20% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.65% 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.20% 1.05% .83% .72%G 
Supplemental Data     
Net assets, end of period (000 omitted) $124 $117 $121 $111 
Portfolio turnover rateH 27% 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 $.83 per share is comprised of distributions from net investment income of $.177 and distributions from net realized gain of $.656 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, 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 $5,284,897 
Gross unrealized depreciation (313,373) 
Net unrealized appreciation (depreciation) on securities $4,971,524 
Tax Cost $14,359,424 

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

Undistributed ordinary income $145,555 
Undistributed long-term capital gain $196,980 
Net unrealized appreciation (depreciation) on securities and other investments $4,971,524 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $253,504 $ 246,148 
Long-term Capital Gains 742,940 773,670 
Total $996,444 $ 1,019,818 

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 $49,153 and a change in net unrealized appreciation (depreciation) of $(9,722) 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 $5,553,524 and $4,421,924, 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 annual 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, J.P. Morgan Investment Management, Inc. 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% $299 $299 

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 
Value Multi-Manager $19,070 .14 
Class L 119 .10 
Class N 118 .10 
 $19,307  

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 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 $56 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(a) 
Expense
Limitations(b) 
Reimbursement 
Value Multi-Manager .90% .90% $72,588 
Class F .80% .81% 16,470 
Class L .90% .90% 607 
Class N 1.15% 1.15% 605 

 (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:

 Year ended
May 31, 2017 
Year ended May 31, 2016 
From net investment income   
Value Multi-Manager $194,063 $189,181 
Class F 46,819 32,578 
Class L 1,778 1,321 
Class N 1,477 1,026 
Total $244,137 $224,106 
From net realized gain   
Value Multi-Manager $598,867 $670,943 
Class F 142,347 115,398 
Class L 5,562 4,693 
Class N 5,531 4,678 
Total $752,307 $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 
 Year ended May 31, 2017 Year ended May 31, 2016 Year ended May 31, 2017 Year ended May 31, 2016 
Value Multi-Manager     
Shares sold 265,404 110,604 $3,823,547 $1,479,116 
Reinvestment of distributions 57,522 63,359 792,930 859,873 
Shares redeemed (227,430) (426,124) (3,210,201) (5,537,796) 
Net increase (decrease) 95,496 (252,161) $1,406,276 $(3,198,807) 
Class F     
Shares sold 124,570 82,176 $1,790,750 $1,120,335 
Reinvestment of distributions 13,639 10,876 189,166 147,976 
Shares redeemed (74,488) (66,013) (1,070,861) (890,168) 
Net increase (decrease) 63,721 27,039 $909,055 $378,143 
Class L     
Reinvestment of distributions 533 443 $7,340 6,014 
Shares redeemed (795) – (10,607) – 
Net increase (decrease) (262) 443 $(3,267) $6,014 
Class N     
Reinvestment of distributions 510 420 $7,008 5,704 
Shares redeemed (790) – (10,535) – 
Net increase (decrease) (280) 420 $(3,527) $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 48% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Value Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Value Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Value Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 18, 2017

Trustees and Officers

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

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

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5095 (plan accounts) or 1-800-544-3455 (all other accounts).

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,067.10 $4.64 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class F .81%    
Actual  $1,000.00 $1,067.50 $4.18 
Hypothetical-C  $1,000.00 $1,020.89 $4.08 
Class L .90%    
Actual  $1,000.00 $1,067.10 $4.64 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,065.70 $5.92 
Hypothetical-C  $1,000.00 $1,019.20 $5.79 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Value Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Value Multi-Manager Fund 07/10/17 07/07/17 $0.090 $0.175 
Class F 07/10/17 07/07/17 $0.090 $0.175 
Class L 07/10/17 07/07/17 $0.090 $0.175 
Class N 07/10/17 07/07/17 $0.075 $0.175 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $449,982, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Value Multi-Manager Fund, Class F, Class L, and Class N designate 100% of each dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Value Multi-Manager Fund, Class F, Class L and Class N designate 100% of each dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Value Multi-Manager Fund

On March 7, 2017, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with J.P. Morgan Investment Management Inc. (New Sub-Adviser) for the fund.

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

In considering whether to approve the Sub-Advisory Agreement , the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve the Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board. 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 the New Sub-Adviser from its oversight of the New Sub-Adviser as a sub-adviser on other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to other Strategic Advisers funds will also provide services to the fund. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by the New Sub-Adviser on behalf of the fund. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund 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 the New Sub-Adviser will utilize a different investment mandate to manage the fund than it currently uses in managing other Strategic Advisers funds and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund and its use of technology. The Board noted that the New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered the New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by the New Sub-Adviser in connection with the annual renewal of existing sub-advisory agreements on behalf of other Strategic Advisers funds and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total management fee and total operating expenses, if any, as a result of hiring the New Sub-Adviser.

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or 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 April 30, 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 0.81% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that there are no expected changes to the fund's total management fee and total net expenses as a result of approving the Sub-Advisory Agreement because Strategic Advisers does not expect to allocate any assets of the fund to the New Sub-Adviser at this time.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) continue 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 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 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 and each sub-adviser 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 and each sub-advisory agreement. With respect to the Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser 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 under the Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers. The Board noted that the Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to the New Sub-Adviser as assets allocated to the New Sub-Adviser 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 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.

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 0.00 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-ANN-0717
1.931574.105


Strategic Advisers® Value Multi-Manager Fund

Class F



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Class F 16.54% 14.07% 13.94% 

 A From November 16, 2011


 The initial offering of Class F shares took place on December 18, 2012. Returns prior to December 18, 2012 are those of Strategic Advisers® Value Multi-Manager Fund, the original class of the fund. 

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Value Multi-Manager Fund - Class F on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

See previous page for additional information regarding the performance of Class F.


Period Ending Values

$20,609Strategic Advisers® Value Multi-Manager Fund - Class F

$21,214Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 16%, outpacing the 14.66% return of the benchmark Russell 1000® Value Index. Relative to the benchmark, underlying managers pursuing deep-value strategies generated some of the best results this period. Managers that were favorably positioned in economically sensitive sectors also did well. Sub-adviser Aristotle Capital Management was the top overall contributor, as its opportunistic, traditional value approach outperformed the Fund's benchmark by a large margin due to strong stock selection. Sub-adviser LSV Asset Management also aided relative performance. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in financials – particularly among regional banks – and in the information technology sector. Sub-adviser Brandywine Global Investment Management’s strategy emphasizing traditional value metrics, as well as company quality, provided a further boost versus the benchmark. This period, Brandywine received a shot in the arm from holding shares of Apple. There were no relative detractors this period, as the three managers in the Fund all contributed something to relative performance.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents)

 % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 2.9 2.9 
Johnson & Johnson 2.7 2.5 
Bank of America Corp. 2.4 2.6 
Apple, Inc. 2.1 1.8 
Pfizer, Inc. 2.0 2.0 
Citigroup, Inc. 1.8 1.6 
Chevron Corp. 1.6 1.8 
Intel Corp. 1.6 1.5 
Cisco Systems, Inc. 1.5 1.4 
Wal-Mart Stores, Inc. 1.5 1.0 
 20.1  

Top Five Market Sectors as of May 31, 2017

(stocks only)

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.6 26.3 
Information Technology 15.5 14.3 
Health Care 14.9 14.0 
Consumer Discretionary 8.7 9.0 
Industrials 7.9 9.0 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 94.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.3% 


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


Investments May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 94.7%   
 Shares Value 
CONSUMER DISCRETIONARY - 8.7%   
Auto Components - 0.9%   
BorgWarner, Inc. 200 $8,502 
Delphi Automotive PLC 250 21,993 
Gentex Corp. 270 5,125 
Lear Corp. 470 70,049 
The Goodyear Tire & Rubber Co. 1,940 62,507 
  168,176 
Automobiles - 1.2%   
Ford Motor Co. 4,100 45,592 
General Motors Co. 3,620 122,827 
Harley-Davidson, Inc. 1,060 56,191 
Thor Industries, Inc. 50 4,527 
  229,137 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 100 2,654 
Hotels, Restaurants & Leisure - 0.9%   
Brinker International, Inc. 400 15,692 
Carnival Corp. 500 32,035 
Hyatt Hotels Corp. Class A (a) 40 2,308 
Norwegian Cruise Line Holdings Ltd. (a) 210 10,494 
Royal Caribbean Cruises Ltd. 200 22,036 
Wyndham Worldwide Corp. 600 60,594 
Yum! Brands, Inc. 290 21,066 
  164,225 
Household Durables - 1.1%   
Garmin Ltd. 180 9,367 
Leggett & Platt, Inc. 110 5,722 
Lennar Corp. Class A 1,945 99,798 
Mohawk Industries, Inc. (a) 70 16,751 
NVR, Inc. (a) 9,130 
PulteGroup, Inc. 300 6,801 
Toll Brothers, Inc. 150 5,537 
Whirlpool Corp. 360 66,794 
  219,900 
Leisure Products - 0.0%   
Brunswick Corp. 80 4,421 
Media - 2.6%   
CBS Corp. Class B 350 21,389 
Cinemark Holdings, Inc. 110 4,353 
Discovery Communications, Inc. Class A (a) 140 3,710 
Gannett Co., Inc. 600 4,710 
Interpublic Group of Companies, Inc. 370 9,224 
News Corp. Class A 360 4,817 
Omnicom Group, Inc. 220 18,418 
Scripps Networks Interactive, Inc. Class A 80 5,298 
Tegna, Inc. 1,200 28,488 
The Madison Square Garden Co. (a) 20 3,908 
The Walt Disney Co. 1,470 158,672 
Time Warner, Inc. 1,902 189,230 
Twenty-First Century Fox, Inc. Class A 990 26,849 
Viacom, Inc. Class B (non-vtg.) 900 31,311 
  510,377 
Multiline Retail - 0.5%   
Dillard's, Inc. Class A 300 15,444 
Kohl's Corp. 800 30,744 
Macy's, Inc. 500 11,750 
Target Corp. 800 44,120 
  102,058 
Specialty Retail - 1.4%   
Best Buy Co., Inc. 1,270 75,425 
CarMax, Inc. (a) 170 10,681 
Foot Locker, Inc. 120 7,129 
Home Depot, Inc. 870 133,554 
Penske Automotive Group, Inc. 870 36,845 
Williams-Sonoma, Inc. 80 3,893 
  267,527 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 70 7,417 
TOTAL CONSUMER DISCRETIONARY  1,675,892 
CONSUMER STAPLES - 6.5%   
Beverages - 0.4%   
The Coca-Cola Co. 1,640 74,571 
Food & Staples Retailing - 3.3%   
CVS Health Corp. 800 61,464 
Kroger Co. 3,690 109,888 
Wal-Mart Stores, Inc. 3,750 294,750 
Walgreens Boots Alliance, Inc. 2,225 180,270 
  646,372 
Food Products - 2.2%   
Archer Daniels Midland Co. 2,975 123,701 
Bunge Ltd. 1,030 82,369 
Ingredion, Inc. 200 22,818 
Mondelez International, Inc. 1,815 84,561 
Pilgrim's Pride Corp. 2,140 49,798 
Tyson Foods, Inc. Class A 1,000 57,340 
  420,587 
Personal Products - 0.6%   
Coty, Inc. Class A 842 15,947 
Herbalife Ltd. (a) 30 2,153 
Unilever NV (NY Reg.) 1,790 101,636 
  119,736 
TOTAL CONSUMER STAPLES  1,261,266 
ENERGY - 5.9%   
Energy Equipment & Services - 0.5%   
Baker Hughes, Inc. 360 19,854 
Ensco PLC Class A 500 3,120 
Halliburton Co. 1,495 67,559 
National Oilwell Varco, Inc. 310 10,128 
Parker Drilling Co. (a) 2,100 2,835 
  103,496 
Oil, Gas & Consumable Fuels - 5.4%   
Chevron Corp. 2,980 308,370 
ConocoPhillips Co. 1,160 51,840 
Energen Corp. (a) 90 5,134 
EQT Corp. 1,065 58,863 
Exxon Mobil Corp. 1,700 136,850 
HollyFrontier Corp. 160 3,824 
Marathon Petroleum Corp. 1,790 93,152 
Murphy Oil Corp. 1,200 29,292 
PBF Energy, Inc. Class A 1,500 28,980 
Phillips 66 Co. 1,970 149,937 
Pioneer Natural Resources Co. 395 65,910 
Valero Energy Corp. 1,820 111,875 
  1,044,027 
TOTAL ENERGY  1,147,523 
FINANCIALS - 26.6%   
Banks - 13.8%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 12,528 102,980 
Bank of America Corp. 20,690 463,663 
BB&T Corp. 1,000 41,650 
BOK Financial Corp. 685 55,163 
Citigroup, Inc. 5,590 338,419 
Citizens Financial Group, Inc. 480 16,368 
Comerica, Inc. 150 10,284 
Commerce Bancshares, Inc. 81 4,336 
Cullen/Frost Bankers, Inc. 650 59,579 
East West Bancorp, Inc. 130 7,115 
Fifth Third Bancorp 2,300 54,602 
First Republic Bank 760 69,996 
Investors Bancorp, Inc. 280 3,704 
JPMorgan Chase & Co. 6,720 552,030 
KeyCorp 1,900 33,193 
M&T Bank Corp. 645 100,923 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 59,961 
PacWest Bancorp 110 5,134 
PNC Financial Services Group, Inc. 1,150 136,505 
Prosperity Bancshares, Inc. 70 4,385 
Regions Financial Corp. 6,430 88,991 
SunTrust Banks, Inc. 1,860 99,268 
Synovus Financial Corp. 110 4,497 
U.S. Bancorp 1,590 80,915 
Wells Fargo & Co. 5,290 270,531 
Zions Bancorporation 190 7,613 
  2,671,805 
Capital Markets - 3.7%   
Ameriprise Financial, Inc. 1,575 190,244 
Bank of New York Mellon Corp. 980 46,178 
BlackRock, Inc. Class A 150 61,386 
E*TRADE Financial Corp. (a) 260 8,999 
Eaton Vance Corp. (non-vtg.) 100 4,657 
Franklin Resources, Inc. 530 22,149 
Goldman Sachs Group, Inc. 670 141,544 
Invesco Ltd. 380 12,046 
Morgan Stanley 3,040 126,890 
Northern Trust Corp. 190 16,614 
Raymond James Financial, Inc. 120 8,672 
State Street Corp. 750 61,095 
T. Rowe Price Group, Inc. 130 9,157 
The NASDAQ OMX Group, Inc. 130 8,795 
  718,426 
Consumer Finance - 1.6%   
Ally Financial, Inc. 440 8,158 
American Express Co. 840 64,630 
Capital One Financial Corp. 1,350 103,842 
Credit Acceptance Corp. (a) 10 2,150 
Discover Financial Services 1,380 81,006 
Navient Corp. 1,370 19,769 
Santander Consumer U.S.A. Holdings, Inc. (a) 330 3,686 
Synchrony Financial 763 20,487 
  303,728 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 4,260 
Leucadia National Corp. 340 8,293 
Voya Financial, Inc. 170 5,811 
  18,364 
Insurance - 7.0%   
AFLAC, Inc. 1,280 96,486 
Alleghany Corp. (a) 20 11,747 
Allstate Corp. 1,160 100,154 
American Financial Group, Inc. 670 66,900 
American International Group, Inc. 1,160 73,811 
Arch Capital Group Ltd. (a) 110 10,698 
Assurant, Inc. 460 45,071 
Assured Guaranty Ltd. 120 4,687 
Axis Capital Holdings Ltd. 680 44,594 
Chubb Ltd. 645 92,358 
Cincinnati Financial Corp. 140 9,811 
Everest Re Group Ltd. 340 86,581 
FNF Group 230 9,800 
Hartford Financial Services Group, Inc. 1,750 86,433 
Lincoln National Corp. 1,300 84,474 
Loews Corp. 320 15,091 
Markel Corp. (a) 10 9,773 
MetLife, Inc. 2,320 117,369 
Old Republic International Corp. 200 3,956 
Principal Financial Group, Inc. 270 16,986 
Prudential Financial, Inc. 1,100 115,335 
Reinsurance Group of America, Inc. 70 8,716 
RenaissanceRe Holdings Ltd. 40 5,714 
The Travelers Companies, Inc. 1,100 137,335 
Torchmark Corp. 280 21,140 
Unum Group 1,210 54,426 
Validus Holdings Ltd. 70 3,738 
W.R. Berkley Corp. 110 7,589 
XL Group Ltd. 250 10,923 
  1,351,696 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 3,600 43,128 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 2,200 35,332 
TOTAL FINANCIALS  5,142,479 
HEALTH CARE - 14.9%   
Biotechnology - 3.2%   
AbbVie, Inc. 3,725 245,925 
Amgen, Inc. 1,735 269,341 
Biogen, Inc. (a) 200 49,554 
Gilead Sciences, Inc. 300 19,467 
United Therapeutics Corp. (a) 300 36,267 
  620,554 
Health Care Equipment & Supplies - 1.7%   
Baxter International, Inc. 2,255 133,744 
Danaher Corp. 930 78,994 
Medtronic PLC 1,280 107,878 
  320,616 
Health Care Providers & Services - 3.5%   
Acadia Healthcare Co., Inc. (a) 1,883 77,843 
Aetna, Inc. 810 117,337 
Anthem, Inc. 740 134,939 
Cardinal Health, Inc. 400 29,716 
Cigna Corp. 540 87,064 
DaVita HealthCare Partners, Inc. (a) 80 5,301 
Express Scripts Holding Co. (a) 700 41,825 
HCA Holdings, Inc. (a) 1,150 94,197 
Laboratory Corp. of America Holdings (a) 40 5,560 
LifePoint Hospitals, Inc. (a) 400 24,320 
Quest Diagnostics, Inc. 530 57,648 
  675,750 
Pharmaceuticals - 6.5%   
Johnson & Johnson 4,130 529,673 
Mallinckrodt PLC (a) 200 8,626 
Merck & Co., Inc. 3,870 251,976 
Novartis AG sponsored ADR 1,040 85,041 
Pfizer, Inc. 11,800 385,270 
  1,260,586 
TOTAL HEALTH CARE  2,877,506 
INDUSTRIALS - 7.9%   
Aerospace & Defense - 2.8%   
General Dynamics Corp. 845 171,746 
Hexcel Corp. 90 4,629 
Huntington Ingalls Industries, Inc. 40 7,832 
L3 Technologies, Inc. 70 11,801 
Raytheon Co. 100 16,401 
Spirit AeroSystems Holdings, Inc. Class A 110 5,994 
Textron, Inc. 250 11,950 
The Boeing Co. 1,070 200,764 
Triumph Group, Inc. 700 22,820 
United Technologies Corp. 750 90,960 
  544,897 
Air Freight & Logistics - 0.6%   
FedEx Corp. 400 77,536 
United Parcel Service, Inc. Class B 310 32,851 
  110,387 
Airlines - 1.2%   
Alaska Air Group, Inc. 120 10,446 
American Airlines Group, Inc. 460 22,269 
Delta Air Lines, Inc. 1,690 83,030 
Southwest Airlines Co. 570 34,251 
United Continental Holdings, Inc. (a) 970 77,280 
  227,276 
Building Products - 0.1%   
Owens Corning 110 6,864 
USG Corp. (a) 130 3,697 
  10,561 
Commercial Services & Supplies - 0.3%   
Deluxe Corp. 700 47,712 
LSC Communications, Inc. 187 3,977 
R.R. Donnelley & Sons Co. 500 5,960 
  57,649 
Construction & Engineering - 0.1%   
Fluor Corp. 400 17,944 
Jacobs Engineering Group, Inc. 110 5,766 
Quanta Services, Inc. (a) 150 4,599 
  28,309 
Electrical Equipment - 0.4%   
Eaton Corp. PLC 420 32,500 
Emerson Electric Co. 550 32,516 
Hubbell, Inc. Class B 50 5,796 
  70,812 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 60 6,080 
Honeywell International, Inc. 720 95,753 
  101,833 
Machinery - 1.4%   
AGCO Corp. 570 36,497 
Cummins, Inc. 160 25,232 
Ingersoll-Rand PLC 220 19,712 
Oshkosh Corp. 1,400 88,368 
PACCAR, Inc. 330 20,777 
Pentair PLC 140 9,271 
Snap-On, Inc. 50 8,083 
Stanley Black & Decker, Inc. 130 17,893 
Timken Co. 200 9,230 
Trinity Industries, Inc. 1,200 30,624 
WABCO Holdings, Inc. (a) 50 6,091 
  271,778 
Professional Services - 0.1%   
Manpower, Inc. 60 6,112 
Robert Half International, Inc. 120 5,579 
  11,691 
Road & Rail - 0.2%   
AMERCO 20 7,385 
Ryder System, Inc. 600 39,852 
  47,237 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 1,400 30,562 
United Rentals, Inc. (a) 80 8,698 
  39,260 
TOTAL INDUSTRIALS  1,521,690 
INFORMATION TECHNOLOGY - 15.5%   
Communications Equipment - 1.8%   
Brocade Communications Systems, Inc. 1,500 18,945 
Cisco Systems, Inc. 9,590 302,373 
Harris Corp. 110 12,338 
Juniper Networks, Inc. 360 10,559 
Motorola Solutions, Inc. 150 12,536 
  356,751 
Electronic Equipment & Components - 1.9%   
Arrow Electronics, Inc. (a) 680 51,401 
Avnet, Inc. 170 6,236 
CDW Corp. 150 9,027 
Corning, Inc. 3,040 88,464 
Dell Technologies, Inc. (a) 278 19,290 
Flextronics International Ltd. (a) 2,800 48,328 
Jabil Circuit, Inc. 160 4,787 
TE Connectivity Ltd. 1,000 78,850 
Tech Data Corp. (a) 400 38,788 
Vishay Intertechnology, Inc. 1,300 21,255 
  366,426 
Internet Software & Services - 0.1%   
eBay, Inc. (a) 390 13,377 
IT Services - 1.7%   
Cognizant Technology Solutions Corp. Class A 550 36,801 
DXC Technology Co. 163 12,636 
IBM Corp. 1,260 192,314 
PayPal Holdings, Inc. (a) 1,470 76,749 
The Western Union Co. 440 8,369 
  326,869 
Semiconductors & Semiconductor Equipment - 3.6%   
Applied Materials, Inc. 1,740 79,831 
Cirrus Logic, Inc. (a) 600 39,570 
Intel Corp. 8,420 304,046 
KLA-Tencor Corp. 130 13,520 
Lam Research Corp. 400 62,068 
Marvell Technology Group Ltd. 470 8,103 
Microchip Technology, Inc. 1,505 125,367 
Qorvo, Inc. (a) 120 9,354 
Qualcomm, Inc. 700 40,089 
Skyworks Solutions, Inc. 170 18,093 
  700,041 
Software - 2.8%   
Adobe Systems, Inc. (a) 1,030 146,116 
ANSYS, Inc. (a) 706 89,189 
CA Technologies, Inc. 360 11,437 
Microsoft Corp. 1,710 119,426 
Oracle Corp. 3,860 175,205 
  541,373 
Technology Hardware, Storage & Peripherals - 3.6%   
Apple, Inc. 2,650 404,814 
Hewlett Packard Enterprise Co. 1,900 35,739 
HP, Inc. 4,690 87,984 
NCR Corp. (a) 1,510 58,180 
Seagate Technology LLC 900 39,213 
Western Digital Corp. 500 45,030 
Xerox Corp. 4,750 33,583 
  704,543 
TOTAL INFORMATION TECHNOLOGY  3,009,380 
MATERIALS - 3.8%   
Chemicals - 2.2%   
Ashland Global Holdings, Inc. 50 3,327 
Celanese Corp. Class A 130 11,252 
CF Industries Holdings, Inc. 220 5,918 
Eastman Chemical Co. 840 67,292 
Huntsman Corp. 1,720 41,108 
LyondellBasell Industries NV Class A 1,440 115,949 
PPG Industries, Inc. 755 80,302 
RPM International, Inc. 110 5,965 
The Dow Chemical Co. 1,475 91,391 
Westlake Chemical Corp. 120 7,375 
  429,879 
Construction Materials - 0.6%   
Martin Marietta Materials, Inc. 520 116,532 
Containers & Packaging - 0.8%   
Avery Dennison Corp. 80 6,741 
Crown Holdings, Inc. (a) 130 7,506 
Graphic Packaging Holding Co. 260 3,513 
International Paper Co. 1,190 62,927 
Packaging Corp. of America 590 60,274 
Sonoco Products Co. 90 4,564 
WestRock Co. 111 6,041 
  151,566 
Metals & Mining - 0.1%   
Nucor Corp. 300 17,430 
Reliance Steel & Aluminum Co. 60 4,377 
Steel Dynamics, Inc. 230 7,818 
  29,625 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 18,190 
TOTAL MATERIALS  745,792 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Hospitality Properties Trust (SBI) 1,100 31,812 
Mack-Cali Realty Corp. 1,000 26,610 
Medical Properties Trust, Inc. 1,100 14,245 
  72,667 
Real Estate Management & Development - 0.0%   
Jones Lang LaSalle, Inc. 40 4,619 
TOTAL REAL ESTATE  77,286 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 1.1%   
AT&T, Inc. 3,500 134,855 
Verizon Communications, Inc. 1,600 74,624 
  209,479 
UTILITIES - 3.4%   
Electric Utilities - 2.0%   
American Electric Power Co., Inc. 460 33,019 
Duke Energy Corp. 550 47,124 
Edison International 310 25,287 
Entergy Corp. 770 60,876 
Eversource Energy 300 18,621 
Exelon Corp. 2,970 107,841 
FirstEnergy Corp. 2,000 58,480 
OGE Energy Corp. 190 6,770 
Pinnacle West Capital Corp. 100 8,835 
Xcel Energy, Inc. 440 21,080 
  387,933 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,395 79,180 
Independent Power and Renewable Electricity Producers - 0.3%   
The AES Corp. 5,420 63,306 
Multi-Utilities - 0.7%   
Ameren Corp. 230 13,053 
DTE Energy Co. 170 18,618 
Public Service Enterprise Group, Inc. 2,280 102,395 
  134,066 
TOTAL UTILITIES  664,485 
TOTAL COMMON STOCKS   
(Cost $13,315,449)  18,332,778 
 Principal Amount   
U.S. Treasury Obligations - 0.3%   
U.S. Treasury Bills, yield at date of purchase 0.79% 7/13/17 to 7/20/17 (b)   
(Cost $59,939) $60,000 59,935 
 Shares  
Money Market Funds - 4.9%   
Invesco Government & Agency Portfolio Institutional Class 0.71% (c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.72%(c) 938,225 938,225 
TOTAL MONEY MARKET FUNDS   
(Cost $938,235)  938,235 
TOTAL INVESTMENT PORTFOLIO - 99.9%   
(Cost $14,313,623)  19,330,948 
NET OTHER ASSETS (LIABILITIES) - 0.1%  26,949 
NET ASSETS - 100%  $19,357,897 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
13 ICE Russell 1000 Value Index Contracts (United States) June 2017 729,755 $(2,098) 

The face value of futures purchased as a percentage of Net Assets is 3.8%

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 $39,958.

 (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 May 31, 2017, 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 $1,675,892 $1,675,892 $-- $-- 
Consumer Staples 1,261,266 1,261,266 -- -- 
Energy 1,147,523 1,147,523 -- -- 
Financials 5,142,479 5,142,479 -- -- 
Health Care 2,877,506 2,877,506 -- -- 
Industrials 1,521,690 1,521,690 -- -- 
Information Technology 3,009,380 3,009,380 -- -- 
Materials 745,792 745,792 -- -- 
Real Estate 77,286 77,286 -- -- 
Telecommunication Services 209,479 209,479 -- -- 
Utilities 664,485 664,485 -- -- 
Other Short-Term Investments 59,935 -- 59,935 -- 
Money Market Funds 938,235 938,235 -- -- 
Total Investments in Securities: $19,330,948 $19,271,013 $59,935 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(2,098) $(2,098) $-- $-- 
Total Liabilities $(2,098) $(2,098) $-- $-- 
Total Derivative Instruments: $(2,098) $(2,098) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $0 $(2,098) 
Total Equity Risk (2,098) 
Total Value of Derivatives $0 $(2,098) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $14,313,623) 
 $19,330,948 
Receivable for investments sold  147,114 
Receivable for fund shares sold  66,722 
Dividends receivable  54,963 
Interest receivable  798 
Prepaid expenses  94 
Receivable from investment adviser for expense reductions  2,405 
Other receivables  293 
Total assets  19,603,337 
Liabilities   
Payable for investments purchased $166,363  
Payable for fund shares redeemed 26,495  
Accrued management fee 8,483  
Audit fee payable 37,477  
Distribution and service plan fees payable 26  
Payable for daily variation margin for derivative instruments 1,235  
Other affiliated payables 2,416  
Other payables and accrued expenses 2,945  
Total liabilities  245,440 
Net Assets  $19,357,897 
Net Assets consist of:   
Paid in capital  $14,044,130 
Undistributed net investment income  116,977 
Accumulated undistributed net realized gain (loss) on investments  181,563 
Net unrealized appreciation (depreciation) on investments  5,015,227 
Net Assets  $19,357,897 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($15,006,173 ÷ 1,005,719 shares)  $14.92 
Class F:   
Net Asset Value, offering price and redemption price per share ($4,103,005 ÷ 273,491 shares)  $15.00 
Class L:   
Net Asset Value, offering price and redemption price per share ($124,907 ÷ 8,372 shares)  $14.92 
Class N:   
Net Asset Value, offering price and redemption price per share ($123,812 ÷ 8,308 shares)  $14.90 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $402,548 
Interest  4,123 
Total income  406,671 
Expenses   
Management fee $89,986  
Transfer agent fees 19,307  
Distribution and service plan fees 299  
Accounting fees and expenses 6,747  
Custodian fees and expenses 11,295  
Independent trustees' fees and expenses 205  
Registration fees 44,549  
Audit 67,151  
Legal 1,810  
Miscellaneous 1,765  
Total expenses before reductions 243,114  
Expense reductions (90,270) 152,844 
Net investment income (loss)  253,827 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 450,941  
Futures contracts 49,153  
Total net realized gain (loss)  500,094 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
1,790,901  
Futures contracts (9,722)  
Total change in net unrealized appreciation (depreciation)  1,781,179 
Net gain (loss)  2,281,273 
Net increase (decrease) in net assets resulting from operations  $2,535,100 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $253,827 $240,567 
Net realized gain (loss) 500,094 875,882 
Change in net unrealized appreciation (depreciation) 1,781,179 (1,971,649) 
Net increase (decrease) in net assets resulting from operations 2,535,100 (855,200) 
Distributions to shareholders from net investment income (244,137) (224,106) 
Distributions to shareholders from net realized gain (752,307) (795,712) 
Total distributions (996,444) (1,019,818) 
Share transactions - net increase (decrease) 2,308,537 (2,808,946) 
Total increase (decrease) in net assets 3,847,193 (4,683,964) 
Net Assets   
Beginning of period 15,510,704 20,194,668 
End of period $19,357,897 $15,510,704 
Other Information   
Undistributed net investment income end of period $116,977 $107,361 

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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $13.63 $14.83 $14.93 $13.32 $10.65 
Income from Investment Operations      
Net investment income (loss)A .21 .18 .16 .14 .17 
Net realized and unrealized gain (loss) 1.95 (.65) 1.23 2.37 2.92 
Total from investment operations 2.16 (.47) 1.39 2.51 3.09 
Distributions from net investment income (.21) (.16) (.15) (.14) (.16) 
Distributions from net realized gain (.66) (.57) (1.35) (.77) (.26) 
Total distributions (.87) (.73) (1.49)B (.90)C (.42) 
Net asset value, end of period $14.92 $13.63 $14.83 $14.93 $13.32 
Total ReturnD 16.46% (3.12)% 9.78% 19.66% 29.71% 
Ratios to Average Net AssetsE      
Expenses before reductions 1.43% 1.32% 1.25% 1.32% 1.30% 
Expenses net of fee waivers, if any .90% .97% .97% .97% .97% 
Expenses net of all reductions .90% .97% .97% .97% .97% 
Net investment income (loss) 1.45% 1.30% 1.08% .97% 1.43% 
Supplemental Data      
Net assets, end of period (000 omitted) $15,006 $12,405 $17,235 $17,565 $15,774 
Portfolio turnover rateF 27% 41% 36% 59% 30% 

 A Calculated based on average shares outstanding during the period.

 B 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.

 C 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.

 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. 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.

 F 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

Years ended May 31, 2017 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 .22 .19 .17 .15 .08 
Net realized and unrealized gain (loss) 1.96 (.64) 1.23 2.38 1.62 
Total from investment operations 2.18 (.45) 1.40 2.53 1.70 
Distributions from net investment income (.21) (.16) (.15) (.14) (.10) 
Distributions from net realized gain (.66) (.57) (1.35) (.77) (.18) 
Total distributions (.87) (.73) (1.49)C (.90)D (.28) 
Net asset value, end of period $15.00 $13.69 $14.87 $14.96 $13.33 
Total ReturnE,F 16.54% (2.97)% 9.83% 19.81% 14.61% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.29% 1.19% 1.11% 1.26% .98%H 
Expenses net of fee waivers, if any .80% .87% .87% .87% .87%H 
Expenses net of all reductions .80% .87% .87% .87% .87%H 
Net investment income (loss) 1.55% 1.40% 1.18% 1.07% 1.40%H 
Supplemental Data      
Net assets, end of period (000 omitted) $4,103 $2,871 $2,717 $1,535 $287 
Portfolio turnover rateI 27% 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

Years ended May 31, 2017 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 .20 .17 .16 .08 
Net realized and unrealized gain (loss) 1.96 (.64) 1.23 1.38 
Total from investment operations 2.16 (.47) 1.39 1.46 
Distributions from net investment income (.21) (.16) (.15) (.08) 
Distributions from net realized gain (.66) (.57) (1.35) (.48) 
Total distributions (.87) (.73) (1.49)C (.56) 
Net asset value, end of period $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 16.46% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.40% 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90% .97% .97% .97%G 
Expenses net of all reductions .90% .97% .97% .97%G 
Net investment income (loss) 1.45% 1.29% 1.08% .97%G 
Supplemental Data     
Net assets, end of period (000 omitted) $125 $118 $121 $111 
Portfolio turnover rateH 27% 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

Years ended May 31, 2017 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 .17 .14 .12 .06 
Net realized and unrealized gain (loss) 1.95 (.65) 1.23 1.38 
Total from investment operations 2.12 (.51) 1.35 1.44 
Distributions from net investment income (.18) (.12) (.11) (.07) 
Distributions from net realized gain (.66) (.57) (1.35) (.48) 
Total distributions (.83)C (.69) (1.46) (.55) 
Net asset value, end of period $14.90 $13.61 $14.81 $14.92 
Total ReturnD,E 16.20% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.65% 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.20% 1.05% .83% .72%G 
Supplemental Data     
Net assets, end of period (000 omitted) $124 $117 $121 $111 
Portfolio turnover rateH 27% 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 $.83 per share is comprised of distributions from net investment income of $.177 and distributions from net realized gain of $.656 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, 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 $5,284,897 
Gross unrealized depreciation (313,373) 
Net unrealized appreciation (depreciation) on securities $4,971,524 
Tax Cost $14,359,424 

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

Undistributed ordinary income $145,555 
Undistributed long-term capital gain $196,980 
Net unrealized appreciation (depreciation) on securities and other investments $4,971,524 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $253,504 $ 246,148 
Long-term Capital Gains 742,940 773,670 
Total $996,444 $ 1,019,818 

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 $49,153 and a change in net unrealized appreciation (depreciation) of $(9,722) 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 $5,553,524 and $4,421,924, 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 annual 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, J.P. Morgan Investment Management, Inc. 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% $299 $299 

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 
Value Multi-Manager $19,070 .14 
Class L 119 .10 
Class N 118 .10 
 $19,307  

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 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 $56 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(a) 
Expense
Limitations(b) 
Reimbursement 
Value Multi-Manager .90% .90% $72,588 
Class F .80% .81% 16,470 
Class L .90% .90% 607 
Class N 1.15% 1.15% 605 

 (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:

 Year ended
May 31, 2017 
Year ended May 31, 2016 
From net investment income   
Value Multi-Manager $194,063 $189,181 
Class F 46,819 32,578 
Class L 1,778 1,321 
Class N 1,477 1,026 
Total $244,137 $224,106 
From net realized gain   
Value Multi-Manager $598,867 $670,943 
Class F 142,347 115,398 
Class L 5,562 4,693 
Class N 5,531 4,678 
Total $752,307 $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 
 Year ended May 31, 2017 Year ended May 31, 2016 Year ended May 31, 2017 Year ended May 31, 2016 
Value Multi-Manager     
Shares sold 265,404 110,604 $3,823,547 $1,479,116 
Reinvestment of distributions 57,522 63,359 792,930 859,873 
Shares redeemed (227,430) (426,124) (3,210,201) (5,537,796) 
Net increase (decrease) 95,496 (252,161) $1,406,276 $(3,198,807) 
Class F     
Shares sold 124,570 82,176 $1,790,750 $1,120,335 
Reinvestment of distributions 13,639 10,876 189,166 147,976 
Shares redeemed (74,488) (66,013) (1,070,861) (890,168) 
Net increase (decrease) 63,721 27,039 $909,055 $378,143 
Class L     
Reinvestment of distributions 533 443 $7,340 6,014 
Shares redeemed (795) – (10,607) – 
Net increase (decrease) (262) 443 $(3,267) $6,014 
Class N     
Reinvestment of distributions 510 420 $7,008 5,704 
Shares redeemed (790) – (10,535) – 
Net increase (decrease) (280) 420 $(3,527) $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 48% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Value Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Value Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Value Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 18, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,067.10 $4.64 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class F .81%    
Actual  $1,000.00 $1,067.50 $4.18 
Hypothetical-C  $1,000.00 $1,020.89 $4.08 
Class L .90%    
Actual  $1,000.00 $1,067.10 $4.64 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,065.70 $5.92 
Hypothetical-C  $1,000.00 $1,019.20 $5.79 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Value Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Value Multi-Manager Fund 07/10/17 07/07/17 $0.090 $0.175 
Class F 07/10/17 07/07/17 $0.090 $0.175 
Class L 07/10/17 07/07/17 $0.090 $0.175 
Class N 07/10/17 07/07/17 $0.075 $0.175 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $449,982, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Value Multi-Manager Fund, Class F, Class L, and Class N designate 100% of each dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Value Multi-Manager Fund, Class F, Class L and Class N designate 100% of each dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Value Multi-Manager Fund

On March 7, 2017, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with J.P. Morgan Investment Management Inc. (New Sub-Adviser) for the fund.

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

In considering whether to approve the Sub-Advisory Agreement , the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve the Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board. 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 the New Sub-Adviser from its oversight of the New Sub-Adviser as a sub-adviser on other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to other Strategic Advisers funds will also provide services to the fund. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by the New Sub-Adviser on behalf of the fund. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund 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 the New Sub-Adviser will utilize a different investment mandate to manage the fund than it currently uses in managing other Strategic Advisers funds and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund and its use of technology. The Board noted that the New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered the New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by the New Sub-Adviser in connection with the annual renewal of existing sub-advisory agreements on behalf of other Strategic Advisers funds and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total management fee and total operating expenses, if any, as a result of hiring the New Sub-Adviser.

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or 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 April 30, 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 0.81% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that there are no expected changes to the fund's total management fee and total net expenses as a result of approving the Sub-Advisory Agreement because Strategic Advisers does not expect to allocate any assets of the fund to the New Sub-Adviser at this time.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) continue 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 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 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 and each sub-adviser 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 and each sub-advisory agreement. With respect to the Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser 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 under the Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers. The Board noted that the Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to the New Sub-Adviser as assets allocated to the New Sub-Adviser 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 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.

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 0.00 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-ANN-0717
1.951454.104


Strategic Advisers® Value Multi-Manager Fund

Class L and Class N



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Class L 16.46% 13.97% 13.84% 
Class N 16.20% 13.76% 13.66% 

 A From November 16, 2011


 The initial offering of Class L shares took place on November 12, 2013. Returns prior to November 12, 2013 are those of Strategic Advisers® Value Multi-Manager Fund, the original class of the fund. 

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

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Value Multi-Manager Fund - Class L on November 16, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

See previous page for additional information regarding the performance of Class L.


Period Ending Values

$20,514Strategic Advisers® Value Multi-Manager Fund - Class L

$21,214Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund's share classes posted gains of roughly 16%, outpacing the 14.66% return of the benchmark Russell 1000® Value Index. Relative to the benchmark, underlying managers pursuing deep-value strategies generated some of the best results this period. Managers that were favorably positioned in economically sensitive sectors also did well. Sub-adviser Aristotle Capital Management was the top overall contributor, as its opportunistic, traditional value approach outperformed the Fund's benchmark by a large margin due to strong stock selection. Sub-adviser LSV Asset Management also aided relative performance. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in financials – particularly among regional banks – and in the information technology sector. Sub-adviser Brandywine Global Investment Management’s strategy emphasizing traditional value metrics, as well as company quality, provided a further boost versus the benchmark. This period, Brandywine received a shot in the arm from holding shares of Apple. There were no relative detractors this period, as the three managers in the Fund all contributed something to relative performance.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents)

 % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 2.9 2.9 
Johnson & Johnson 2.7 2.5 
Bank of America Corp. 2.4 2.6 
Apple, Inc. 2.1 1.8 
Pfizer, Inc. 2.0 2.0 
Citigroup, Inc. 1.8 1.6 
Chevron Corp. 1.6 1.8 
Intel Corp. 1.6 1.5 
Cisco Systems, Inc. 1.5 1.4 
Wal-Mart Stores, Inc. 1.5 1.0 
 20.1  

Top Five Market Sectors as of May 31, 2017

(stocks only)

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.6 26.3 
Information Technology 15.5 14.3 
Health Care 14.9 14.0 
Consumer Discretionary 8.7 9.0 
Industrials 7.9 9.0 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 94.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.3% 


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


Investments May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 94.7%   
 Shares Value 
CONSUMER DISCRETIONARY - 8.7%   
Auto Components - 0.9%   
BorgWarner, Inc. 200 $8,502 
Delphi Automotive PLC 250 21,993 
Gentex Corp. 270 5,125 
Lear Corp. 470 70,049 
The Goodyear Tire & Rubber Co. 1,940 62,507 
  168,176 
Automobiles - 1.2%   
Ford Motor Co. 4,100 45,592 
General Motors Co. 3,620 122,827 
Harley-Davidson, Inc. 1,060 56,191 
Thor Industries, Inc. 50 4,527 
  229,137 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 100 2,654 
Hotels, Restaurants & Leisure - 0.9%   
Brinker International, Inc. 400 15,692 
Carnival Corp. 500 32,035 
Hyatt Hotels Corp. Class A (a) 40 2,308 
Norwegian Cruise Line Holdings Ltd. (a) 210 10,494 
Royal Caribbean Cruises Ltd. 200 22,036 
Wyndham Worldwide Corp. 600 60,594 
Yum! Brands, Inc. 290 21,066 
  164,225 
Household Durables - 1.1%   
Garmin Ltd. 180 9,367 
Leggett & Platt, Inc. 110 5,722 
Lennar Corp. Class A 1,945 99,798 
Mohawk Industries, Inc. (a) 70 16,751 
NVR, Inc. (a) 9,130 
PulteGroup, Inc. 300 6,801 
Toll Brothers, Inc. 150 5,537 
Whirlpool Corp. 360 66,794 
  219,900 
Leisure Products - 0.0%   
Brunswick Corp. 80 4,421 
Media - 2.6%   
CBS Corp. Class B 350 21,389 
Cinemark Holdings, Inc. 110 4,353 
Discovery Communications, Inc. Class A (a) 140 3,710 
Gannett Co., Inc. 600 4,710 
Interpublic Group of Companies, Inc. 370 9,224 
News Corp. Class A 360 4,817 
Omnicom Group, Inc. 220 18,418 
Scripps Networks Interactive, Inc. Class A 80 5,298 
Tegna, Inc. 1,200 28,488 
The Madison Square Garden Co. (a) 20 3,908 
The Walt Disney Co. 1,470 158,672 
Time Warner, Inc. 1,902 189,230 
Twenty-First Century Fox, Inc. Class A 990 26,849 
Viacom, Inc. Class B (non-vtg.) 900 31,311 
  510,377 
Multiline Retail - 0.5%   
Dillard's, Inc. Class A 300 15,444 
Kohl's Corp. 800 30,744 
Macy's, Inc. 500 11,750 
Target Corp. 800 44,120 
  102,058 
Specialty Retail - 1.4%   
Best Buy Co., Inc. 1,270 75,425 
CarMax, Inc. (a) 170 10,681 
Foot Locker, Inc. 120 7,129 
Home Depot, Inc. 870 133,554 
Penske Automotive Group, Inc. 870 36,845 
Williams-Sonoma, Inc. 80 3,893 
  267,527 
Textiles, Apparel & Luxury Goods - 0.1%   
PVH Corp. 70 7,417 
TOTAL CONSUMER DISCRETIONARY  1,675,892 
CONSUMER STAPLES - 6.5%   
Beverages - 0.4%   
The Coca-Cola Co. 1,640 74,571 
Food & Staples Retailing - 3.3%   
CVS Health Corp. 800 61,464 
Kroger Co. 3,690 109,888 
Wal-Mart Stores, Inc. 3,750 294,750 
Walgreens Boots Alliance, Inc. 2,225 180,270 
  646,372 
Food Products - 2.2%   
Archer Daniels Midland Co. 2,975 123,701 
Bunge Ltd. 1,030 82,369 
Ingredion, Inc. 200 22,818 
Mondelez International, Inc. 1,815 84,561 
Pilgrim's Pride Corp. 2,140 49,798 
Tyson Foods, Inc. Class A 1,000 57,340 
  420,587 
Personal Products - 0.6%   
Coty, Inc. Class A 842 15,947 
Herbalife Ltd. (a) 30 2,153 
Unilever NV (NY Reg.) 1,790 101,636 
  119,736 
TOTAL CONSUMER STAPLES  1,261,266 
ENERGY - 5.9%   
Energy Equipment & Services - 0.5%   
Baker Hughes, Inc. 360 19,854 
Ensco PLC Class A 500 3,120 
Halliburton Co. 1,495 67,559 
National Oilwell Varco, Inc. 310 10,128 
Parker Drilling Co. (a) 2,100 2,835 
  103,496 
Oil, Gas & Consumable Fuels - 5.4%   
Chevron Corp. 2,980 308,370 
ConocoPhillips Co. 1,160 51,840 
Energen Corp. (a) 90 5,134 
EQT Corp. 1,065 58,863 
Exxon Mobil Corp. 1,700 136,850 
HollyFrontier Corp. 160 3,824 
Marathon Petroleum Corp. 1,790 93,152 
Murphy Oil Corp. 1,200 29,292 
PBF Energy, Inc. Class A 1,500 28,980 
Phillips 66 Co. 1,970 149,937 
Pioneer Natural Resources Co. 395 65,910 
Valero Energy Corp. 1,820 111,875 
  1,044,027 
TOTAL ENERGY  1,147,523 
FINANCIALS - 26.6%   
Banks - 13.8%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 12,528 102,980 
Bank of America Corp. 20,690 463,663 
BB&T Corp. 1,000 41,650 
BOK Financial Corp. 685 55,163 
Citigroup, Inc. 5,590 338,419 
Citizens Financial Group, Inc. 480 16,368 
Comerica, Inc. 150 10,284 
Commerce Bancshares, Inc. 81 4,336 
Cullen/Frost Bankers, Inc. 650 59,579 
East West Bancorp, Inc. 130 7,115 
Fifth Third Bancorp 2,300 54,602 
First Republic Bank 760 69,996 
Investors Bancorp, Inc. 280 3,704 
JPMorgan Chase & Co. 6,720 552,030 
KeyCorp 1,900 33,193 
M&T Bank Corp. 645 100,923 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 9,640 59,961 
PacWest Bancorp 110 5,134 
PNC Financial Services Group, Inc. 1,150 136,505 
Prosperity Bancshares, Inc. 70 4,385 
Regions Financial Corp. 6,430 88,991 
SunTrust Banks, Inc. 1,860 99,268 
Synovus Financial Corp. 110 4,497 
U.S. Bancorp 1,590 80,915 
Wells Fargo & Co. 5,290 270,531 
Zions Bancorporation 190 7,613 
  2,671,805 
Capital Markets - 3.7%   
Ameriprise Financial, Inc. 1,575 190,244 
Bank of New York Mellon Corp. 980 46,178 
BlackRock, Inc. Class A 150 61,386 
E*TRADE Financial Corp. (a) 260 8,999 
Eaton Vance Corp. (non-vtg.) 100 4,657 
Franklin Resources, Inc. 530 22,149 
Goldman Sachs Group, Inc. 670 141,544 
Invesco Ltd. 380 12,046 
Morgan Stanley 3,040 126,890 
Northern Trust Corp. 190 16,614 
Raymond James Financial, Inc. 120 8,672 
State Street Corp. 750 61,095 
T. Rowe Price Group, Inc. 130 9,157 
The NASDAQ OMX Group, Inc. 130 8,795 
  718,426 
Consumer Finance - 1.6%   
Ally Financial, Inc. 440 8,158 
American Express Co. 840 64,630 
Capital One Financial Corp. 1,350 103,842 
Credit Acceptance Corp. (a) 10 2,150 
Discover Financial Services 1,380 81,006 
Navient Corp. 1,370 19,769 
Santander Consumer U.S.A. Holdings, Inc. (a) 330 3,686 
Synchrony Financial 763 20,487 
  303,728 
Diversified Financial Services - 0.1%   
Donnelley Financial Solutions, Inc. (a) 187 4,260 
Leucadia National Corp. 340 8,293 
Voya Financial, Inc. 170 5,811 
  18,364 
Insurance - 7.0%   
AFLAC, Inc. 1,280 96,486 
Alleghany Corp. (a) 20 11,747 
Allstate Corp. 1,160 100,154 
American Financial Group, Inc. 670 66,900 
American International Group, Inc. 1,160 73,811 
Arch Capital Group Ltd. (a) 110 10,698 
Assurant, Inc. 460 45,071 
Assured Guaranty Ltd. 120 4,687 
Axis Capital Holdings Ltd. 680 44,594 
Chubb Ltd. 645 92,358 
Cincinnati Financial Corp. 140 9,811 
Everest Re Group Ltd. 340 86,581 
FNF Group 230 9,800 
Hartford Financial Services Group, Inc. 1,750 86,433 
Lincoln National Corp. 1,300 84,474 
Loews Corp. 320 15,091 
Markel Corp. (a) 10 9,773 
MetLife, Inc. 2,320 117,369 
Old Republic International Corp. 200 3,956 
Principal Financial Group, Inc. 270 16,986 
Prudential Financial, Inc. 1,100 115,335 
Reinsurance Group of America, Inc. 70 8,716 
RenaissanceRe Holdings Ltd. 40 5,714 
The Travelers Companies, Inc. 1,100 137,335 
Torchmark Corp. 280 21,140 
Unum Group 1,210 54,426 
Validus Holdings Ltd. 70 3,738 
W.R. Berkley Corp. 110 7,589 
XL Group Ltd. 250 10,923 
  1,351,696 
Mortgage Real Estate Investment Trusts - 0.2%   
Annaly Capital Management, Inc. 3,600 43,128 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 2,200 35,332 
TOTAL FINANCIALS  5,142,479 
HEALTH CARE - 14.9%   
Biotechnology - 3.2%   
AbbVie, Inc. 3,725 245,925 
Amgen, Inc. 1,735 269,341 
Biogen, Inc. (a) 200 49,554 
Gilead Sciences, Inc. 300 19,467 
United Therapeutics Corp. (a) 300 36,267 
  620,554 
Health Care Equipment & Supplies - 1.7%   
Baxter International, Inc. 2,255 133,744 
Danaher Corp. 930 78,994 
Medtronic PLC 1,280 107,878 
  320,616 
Health Care Providers & Services - 3.5%   
Acadia Healthcare Co., Inc. (a) 1,883 77,843 
Aetna, Inc. 810 117,337 
Anthem, Inc. 740 134,939 
Cardinal Health, Inc. 400 29,716 
Cigna Corp. 540 87,064 
DaVita HealthCare Partners, Inc. (a) 80 5,301 
Express Scripts Holding Co. (a) 700 41,825 
HCA Holdings, Inc. (a) 1,150 94,197 
Laboratory Corp. of America Holdings (a) 40 5,560 
LifePoint Hospitals, Inc. (a) 400 24,320 
Quest Diagnostics, Inc. 530 57,648 
  675,750 
Pharmaceuticals - 6.5%   
Johnson & Johnson 4,130 529,673 
Mallinckrodt PLC (a) 200 8,626 
Merck & Co., Inc. 3,870 251,976 
Novartis AG sponsored ADR 1,040 85,041 
Pfizer, Inc. 11,800 385,270 
  1,260,586 
TOTAL HEALTH CARE  2,877,506 
INDUSTRIALS - 7.9%   
Aerospace & Defense - 2.8%   
General Dynamics Corp. 845 171,746 
Hexcel Corp. 90 4,629 
Huntington Ingalls Industries, Inc. 40 7,832 
L3 Technologies, Inc. 70 11,801 
Raytheon Co. 100 16,401 
Spirit AeroSystems Holdings, Inc. Class A 110 5,994 
Textron, Inc. 250 11,950 
The Boeing Co. 1,070 200,764 
Triumph Group, Inc. 700 22,820 
United Technologies Corp. 750 90,960 
  544,897 
Air Freight & Logistics - 0.6%   
FedEx Corp. 400 77,536 
United Parcel Service, Inc. Class B 310 32,851 
  110,387 
Airlines - 1.2%   
Alaska Air Group, Inc. 120 10,446 
American Airlines Group, Inc. 460 22,269 
Delta Air Lines, Inc. 1,690 83,030 
Southwest Airlines Co. 570 34,251 
United Continental Holdings, Inc. (a) 970 77,280 
  227,276 
Building Products - 0.1%   
Owens Corning 110 6,864 
USG Corp. (a) 130 3,697 
  10,561 
Commercial Services & Supplies - 0.3%   
Deluxe Corp. 700 47,712 
LSC Communications, Inc. 187 3,977 
R.R. Donnelley & Sons Co. 500 5,960 
  57,649 
Construction & Engineering - 0.1%   
Fluor Corp. 400 17,944 
Jacobs Engineering Group, Inc. 110 5,766 
Quanta Services, Inc. (a) 150 4,599 
  28,309 
Electrical Equipment - 0.4%   
Eaton Corp. PLC 420 32,500 
Emerson Electric Co. 550 32,516 
Hubbell, Inc. Class B 50 5,796 
  70,812 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 60 6,080 
Honeywell International, Inc. 720 95,753 
  101,833 
Machinery - 1.4%   
AGCO Corp. 570 36,497 
Cummins, Inc. 160 25,232 
Ingersoll-Rand PLC 220 19,712 
Oshkosh Corp. 1,400 88,368 
PACCAR, Inc. 330 20,777 
Pentair PLC 140 9,271 
Snap-On, Inc. 50 8,083 
Stanley Black & Decker, Inc. 130 17,893 
Timken Co. 200 9,230 
Trinity Industries, Inc. 1,200 30,624 
WABCO Holdings, Inc. (a) 50 6,091 
  271,778 
Professional Services - 0.1%   
Manpower, Inc. 60 6,112 
Robert Half International, Inc. 120 5,579 
  11,691 
Road & Rail - 0.2%   
AMERCO 20 7,385 
Ryder System, Inc. 600 39,852 
  47,237 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 1,400 30,562 
United Rentals, Inc. (a) 80 8,698 
  39,260 
TOTAL INDUSTRIALS  1,521,690 
INFORMATION TECHNOLOGY - 15.5%   
Communications Equipment - 1.8%   
Brocade Communications Systems, Inc. 1,500 18,945 
Cisco Systems, Inc. 9,590 302,373 
Harris Corp. 110 12,338 
Juniper Networks, Inc. 360 10,559 
Motorola Solutions, Inc. 150 12,536 
  356,751 
Electronic Equipment & Components - 1.9%   
Arrow Electronics, Inc. (a) 680 51,401 
Avnet, Inc. 170 6,236 
CDW Corp. 150 9,027 
Corning, Inc. 3,040 88,464 
Dell Technologies, Inc. (a) 278 19,290 
Flextronics International Ltd. (a) 2,800 48,328 
Jabil Circuit, Inc. 160 4,787 
TE Connectivity Ltd. 1,000 78,850 
Tech Data Corp. (a) 400 38,788 
Vishay Intertechnology, Inc. 1,300 21,255 
  366,426 
Internet Software & Services - 0.1%   
eBay, Inc. (a) 390 13,377 
IT Services - 1.7%   
Cognizant Technology Solutions Corp. Class A 550 36,801 
DXC Technology Co. 163 12,636 
IBM Corp. 1,260 192,314 
PayPal Holdings, Inc. (a) 1,470 76,749 
The Western Union Co. 440 8,369 
  326,869 
Semiconductors & Semiconductor Equipment - 3.6%   
Applied Materials, Inc. 1,740 79,831 
Cirrus Logic, Inc. (a) 600 39,570 
Intel Corp. 8,420 304,046 
KLA-Tencor Corp. 130 13,520 
Lam Research Corp. 400 62,068 
Marvell Technology Group Ltd. 470 8,103 
Microchip Technology, Inc. 1,505 125,367 
Qorvo, Inc. (a) 120 9,354 
Qualcomm, Inc. 700 40,089 
Skyworks Solutions, Inc. 170 18,093 
  700,041 
Software - 2.8%   
Adobe Systems, Inc. (a) 1,030 146,116 
ANSYS, Inc. (a) 706 89,189 
CA Technologies, Inc. 360 11,437 
Microsoft Corp. 1,710 119,426 
Oracle Corp. 3,860 175,205 
  541,373 
Technology Hardware, Storage & Peripherals - 3.6%   
Apple, Inc. 2,650 404,814 
Hewlett Packard Enterprise Co. 1,900 35,739 
HP, Inc. 4,690 87,984 
NCR Corp. (a) 1,510 58,180 
Seagate Technology LLC 900 39,213 
Western Digital Corp. 500 45,030 
Xerox Corp. 4,750 33,583 
  704,543 
TOTAL INFORMATION TECHNOLOGY  3,009,380 
MATERIALS - 3.8%   
Chemicals - 2.2%   
Ashland Global Holdings, Inc. 50 3,327 
Celanese Corp. Class A 130 11,252 
CF Industries Holdings, Inc. 220 5,918 
Eastman Chemical Co. 840 67,292 
Huntsman Corp. 1,720 41,108 
LyondellBasell Industries NV Class A 1,440 115,949 
PPG Industries, Inc. 755 80,302 
RPM International, Inc. 110 5,965 
The Dow Chemical Co. 1,475 91,391 
Westlake Chemical Corp. 120 7,375 
  429,879 
Construction Materials - 0.6%   
Martin Marietta Materials, Inc. 520 116,532 
Containers & Packaging - 0.8%   
Avery Dennison Corp. 80 6,741 
Crown Holdings, Inc. (a) 130 7,506 
Graphic Packaging Holding Co. 260 3,513 
International Paper Co. 1,190 62,927 
Packaging Corp. of America 590 60,274 
Sonoco Products Co. 90 4,564 
WestRock Co. 111 6,041 
  151,566 
Metals & Mining - 0.1%   
Nucor Corp. 300 17,430 
Reliance Steel & Aluminum Co. 60 4,377 
Steel Dynamics, Inc. 230 7,818 
  29,625 
Paper & Forest Products - 0.1%   
Domtar Corp. 500 18,190 
TOTAL MATERIALS  745,792 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Hospitality Properties Trust (SBI) 1,100 31,812 
Mack-Cali Realty Corp. 1,000 26,610 
Medical Properties Trust, Inc. 1,100 14,245 
  72,667 
Real Estate Management & Development - 0.0%   
Jones Lang LaSalle, Inc. 40 4,619 
TOTAL REAL ESTATE  77,286 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 1.1%   
AT&T, Inc. 3,500 134,855 
Verizon Communications, Inc. 1,600 74,624 
  209,479 
UTILITIES - 3.4%   
Electric Utilities - 2.0%   
American Electric Power Co., Inc. 460 33,019 
Duke Energy Corp. 550 47,124 
Edison International 310 25,287 
Entergy Corp. 770 60,876 
Eversource Energy 300 18,621 
Exelon Corp. 2,970 107,841 
FirstEnergy Corp. 2,000 58,480 
OGE Energy Corp. 190 6,770 
Pinnacle West Capital Corp. 100 8,835 
Xcel Energy, Inc. 440 21,080 
  387,933 
Gas Utilities - 0.4%   
National Fuel Gas Co. 1,395 79,180 
Independent Power and Renewable Electricity Producers - 0.3%   
The AES Corp. 5,420 63,306 
Multi-Utilities - 0.7%   
Ameren Corp. 230 13,053 
DTE Energy Co. 170 18,618 
Public Service Enterprise Group, Inc. 2,280 102,395 
  134,066 
TOTAL UTILITIES  664,485 
TOTAL COMMON STOCKS   
(Cost $13,315,449)  18,332,778 
 Principal Amount   
U.S. Treasury Obligations - 0.3%   
U.S. Treasury Bills, yield at date of purchase 0.79% 7/13/17 to 7/20/17 (b)   
(Cost $59,939) $60,000 59,935 
 Shares  
Money Market Funds - 4.9%   
Invesco Government & Agency Portfolio Institutional Class 0.71% (c) 10 10 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.72%(c) 938,225 938,225 
TOTAL MONEY MARKET FUNDS   
(Cost $938,235)  938,235 
TOTAL INVESTMENT PORTFOLIO - 99.9%   
(Cost $14,313,623)  19,330,948 
NET OTHER ASSETS (LIABILITIES) - 0.1%  26,949 
NET ASSETS - 100%  $19,357,897 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
13 ICE Russell 1000 Value Index Contracts (United States) June 2017 729,755 $(2,098) 

The face value of futures purchased as a percentage of Net Assets is 3.8%

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 $39,958.

 (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 May 31, 2017, 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 $1,675,892 $1,675,892 $-- $-- 
Consumer Staples 1,261,266 1,261,266 -- -- 
Energy 1,147,523 1,147,523 -- -- 
Financials 5,142,479 5,142,479 -- -- 
Health Care 2,877,506 2,877,506 -- -- 
Industrials 1,521,690 1,521,690 -- -- 
Information Technology 3,009,380 3,009,380 -- -- 
Materials 745,792 745,792 -- -- 
Real Estate 77,286 77,286 -- -- 
Telecommunication Services 209,479 209,479 -- -- 
Utilities 664,485 664,485 -- -- 
Other Short-Term Investments 59,935 -- 59,935 -- 
Money Market Funds 938,235 938,235 -- -- 
Total Investments in Securities: $19,330,948 $19,271,013 $59,935 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(2,098) $(2,098) $-- $-- 
Total Liabilities $(2,098) $(2,098) $-- $-- 
Total Derivative Instruments: $(2,098) $(2,098) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $0 $(2,098) 
Total Equity Risk (2,098) 
Total Value of Derivatives $0 $(2,098) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $14,313,623) 
 $19,330,948 
Receivable for investments sold  147,114 
Receivable for fund shares sold  66,722 
Dividends receivable  54,963 
Interest receivable  798 
Prepaid expenses  94 
Receivable from investment adviser for expense reductions  2,405 
Other receivables  293 
Total assets  19,603,337 
Liabilities   
Payable for investments purchased $166,363  
Payable for fund shares redeemed 26,495  
Accrued management fee 8,483  
Audit fee payable 37,477  
Distribution and service plan fees payable 26  
Payable for daily variation margin for derivative instruments 1,235  
Other affiliated payables 2,416  
Other payables and accrued expenses 2,945  
Total liabilities  245,440 
Net Assets  $19,357,897 
Net Assets consist of:   
Paid in capital  $14,044,130 
Undistributed net investment income  116,977 
Accumulated undistributed net realized gain (loss) on investments  181,563 
Net unrealized appreciation (depreciation) on investments  5,015,227 
Net Assets  $19,357,897 
Value Multi-Manager:   
Net Asset Value, offering price and redemption price per share ($15,006,173 ÷ 1,005,719 shares)  $14.92 
Class F:   
Net Asset Value, offering price and redemption price per share ($4,103,005 ÷ 273,491 shares)  $15.00 
Class L:   
Net Asset Value, offering price and redemption price per share ($124,907 ÷ 8,372 shares)  $14.92 
Class N:   
Net Asset Value, offering price and redemption price per share ($123,812 ÷ 8,308 shares)  $14.90 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $402,548 
Interest  4,123 
Total income  406,671 
Expenses   
Management fee $89,986  
Transfer agent fees 19,307  
Distribution and service plan fees 299  
Accounting fees and expenses 6,747  
Custodian fees and expenses 11,295  
Independent trustees' fees and expenses 205  
Registration fees 44,549  
Audit 67,151  
Legal 1,810  
Miscellaneous 1,765  
Total expenses before reductions 243,114  
Expense reductions (90,270) 152,844 
Net investment income (loss)  253,827 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 450,941  
Futures contracts 49,153  
Total net realized gain (loss)  500,094 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
1,790,901  
Futures contracts (9,722)  
Total change in net unrealized appreciation (depreciation)  1,781,179 
Net gain (loss)  2,281,273 
Net increase (decrease) in net assets resulting from operations  $2,535,100 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $253,827 $240,567 
Net realized gain (loss) 500,094 875,882 
Change in net unrealized appreciation (depreciation) 1,781,179 (1,971,649) 
Net increase (decrease) in net assets resulting from operations 2,535,100 (855,200) 
Distributions to shareholders from net investment income (244,137) (224,106) 
Distributions to shareholders from net realized gain (752,307) (795,712) 
Total distributions (996,444) (1,019,818) 
Share transactions - net increase (decrease) 2,308,537 (2,808,946) 
Total increase (decrease) in net assets 3,847,193 (4,683,964) 
Net Assets   
Beginning of period 15,510,704 20,194,668 
End of period $19,357,897 $15,510,704 
Other Information   
Undistributed net investment income end of period $116,977 $107,361 

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


Financial Highlights — Strategic Advisers Value Multi-Manager Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $13.63 $14.83 $14.93 $13.32 $10.65 
Income from Investment Operations      
Net investment income (loss)A .21 .18 .16 .14 .17 
Net realized and unrealized gain (loss) 1.95 (.65) 1.23 2.37 2.92 
Total from investment operations 2.16 (.47) 1.39 2.51 3.09 
Distributions from net investment income (.21) (.16) (.15) (.14) (.16) 
Distributions from net realized gain (.66) (.57) (1.35) (.77) (.26) 
Total distributions (.87) (.73) (1.49)B (.90)C (.42) 
Net asset value, end of period $14.92 $13.63 $14.83 $14.93 $13.32 
Total ReturnD 16.46% (3.12)% 9.78% 19.66% 29.71% 
Ratios to Average Net AssetsE      
Expenses before reductions 1.43% 1.32% 1.25% 1.32% 1.30% 
Expenses net of fee waivers, if any .90% .97% .97% .97% .97% 
Expenses net of all reductions .90% .97% .97% .97% .97% 
Net investment income (loss) 1.45% 1.30% 1.08% .97% 1.43% 
Supplemental Data      
Net assets, end of period (000 omitted) $15,006 $12,405 $17,235 $17,565 $15,774 
Portfolio turnover rateF 27% 41% 36% 59% 30% 

 A Calculated based on average shares outstanding during the period.

 B 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.

 C 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.

 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. 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.

 F 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

Years ended May 31, 2017 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 .22 .19 .17 .15 .08 
Net realized and unrealized gain (loss) 1.96 (.64) 1.23 2.38 1.62 
Total from investment operations 2.18 (.45) 1.40 2.53 1.70 
Distributions from net investment income (.21) (.16) (.15) (.14) (.10) 
Distributions from net realized gain (.66) (.57) (1.35) (.77) (.18) 
Total distributions (.87) (.73) (1.49)C (.90)D (.28) 
Net asset value, end of period $15.00 $13.69 $14.87 $14.96 $13.33 
Total ReturnE,F 16.54% (2.97)% 9.83% 19.81% 14.61% 
Ratios to Average Net AssetsG      
Expenses before reductions 1.29% 1.19% 1.11% 1.26% .98%H 
Expenses net of fee waivers, if any .80% .87% .87% .87% .87%H 
Expenses net of all reductions .80% .87% .87% .87% .87%H 
Net investment income (loss) 1.55% 1.40% 1.18% 1.07% 1.40%H 
Supplemental Data      
Net assets, end of period (000 omitted) $4,103 $2,871 $2,717 $1,535 $287 
Portfolio turnover rateI 27% 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

Years ended May 31, 2017 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 .20 .17 .16 .08 
Net realized and unrealized gain (loss) 1.96 (.64) 1.23 1.38 
Total from investment operations 2.16 (.47) 1.39 1.46 
Distributions from net investment income (.21) (.16) (.15) (.08) 
Distributions from net realized gain (.66) (.57) (1.35) (.48) 
Total distributions (.87) (.73) (1.49)C (.56) 
Net asset value, end of period $14.92 $13.63 $14.83 $14.93 
Total ReturnD,E 16.46% (3.12)% 9.78% 10.65% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.40% 1.28% 1.22% 1.37%G 
Expenses net of fee waivers, if any .90% .97% .97% .97%G 
Expenses net of all reductions .90% .97% .97% .97%G 
Net investment income (loss) 1.45% 1.29% 1.08% .97%G 
Supplemental Data     
Net assets, end of period (000 omitted) $125 $118 $121 $111 
Portfolio turnover rateH 27% 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

Years ended May 31, 2017 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 .17 .14 .12 .06 
Net realized and unrealized gain (loss) 1.95 (.65) 1.23 1.38 
Total from investment operations 2.12 (.51) 1.35 1.44 
Distributions from net investment income (.18) (.12) (.11) (.07) 
Distributions from net realized gain (.66) (.57) (1.35) (.48) 
Total distributions (.83)C (.69) (1.46) (.55) 
Net asset value, end of period $14.90 $13.61 $14.81 $14.92 
Total ReturnD,E 16.20% (3.37)% 9.44% 10.54% 
Ratios to Average Net AssetsF     
Expenses before reductions 1.65% 1.53% 1.47% 1.63%G 
Expenses net of fee waivers, if any 1.15% 1.22% 1.22% 1.22%G 
Expenses net of all reductions 1.15% 1.22% 1.22% 1.22%G 
Net investment income (loss) 1.20% 1.05% .83% .72%G 
Supplemental Data     
Net assets, end of period (000 omitted) $124 $117 $121 $111 
Portfolio turnover rateH 27% 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 $.83 per share is comprised of distributions from net investment income of $.177 and distributions from net realized gain of $.656 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

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, 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 $5,284,897 
Gross unrealized depreciation (313,373) 
Net unrealized appreciation (depreciation) on securities $4,971,524 
Tax Cost $14,359,424 

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

Undistributed ordinary income $145,555 
Undistributed long-term capital gain $196,980 
Net unrealized appreciation (depreciation) on securities and other investments $4,971,524 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $253,504 $ 246,148 
Long-term Capital Gains 742,940 773,670 
Total $996,444 $ 1,019,818 

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 $49,153 and a change in net unrealized appreciation (depreciation) of $(9,722) 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 $5,553,524 and $4,421,924, 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 annual 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, J.P. Morgan Investment Management, Inc. 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% $299 $299 

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 
Value Multi-Manager $19,070 .14 
Class L 119 .10 
Class N 118 .10 
 $19,307  

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 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 $56 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(a) 
Expense
Limitations(b) 
Reimbursement 
Value Multi-Manager .90% .90% $72,588 
Class F .80% .81% 16,470 
Class L .90% .90% 607 
Class N 1.15% 1.15% 605 

 (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:

 Year ended
May 31, 2017 
Year ended May 31, 2016 
From net investment income   
Value Multi-Manager $194,063 $189,181 
Class F 46,819 32,578 
Class L 1,778 1,321 
Class N 1,477 1,026 
Total $244,137 $224,106 
From net realized gain   
Value Multi-Manager $598,867 $670,943 
Class F 142,347 115,398 
Class L 5,562 4,693 
Class N 5,531 4,678 
Total $752,307 $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 
 Year ended May 31, 2017 Year ended May 31, 2016 Year ended May 31, 2017 Year ended May 31, 2016 
Value Multi-Manager     
Shares sold 265,404 110,604 $3,823,547 $1,479,116 
Reinvestment of distributions 57,522 63,359 792,930 859,873 
Shares redeemed (227,430) (426,124) (3,210,201) (5,537,796) 
Net increase (decrease) 95,496 (252,161) $1,406,276 $(3,198,807) 
Class F     
Shares sold 124,570 82,176 $1,790,750 $1,120,335 
Reinvestment of distributions 13,639 10,876 189,166 147,976 
Shares redeemed (74,488) (66,013) (1,070,861) (890,168) 
Net increase (decrease) 63,721 27,039 $909,055 $378,143 
Class L     
Reinvestment of distributions 533 443 $7,340 6,014 
Shares redeemed (795) – (10,607) – 
Net increase (decrease) (262) 443 $(3,267) $6,014 
Class N     
Reinvestment of distributions 510 420 $7,008 5,704 
Shares redeemed (790) – (10,535) – 
Net increase (decrease) (280) 420 $(3,527) $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 48% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Rutland Square Trust II and Shareholders of Strategic Advisers Value Multi-Manager Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Value Multi-Manager Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Value Multi-Manager Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 18, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Value Multi-Manager .90%    
Actual  $1,000.00 $1,067.10 $4.64 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class F .81%    
Actual  $1,000.00 $1,067.50 $4.18 
Hypothetical-C  $1,000.00 $1,020.89 $4.08 
Class L .90%    
Actual  $1,000.00 $1,067.10 $4.64 
Hypothetical-C  $1,000.00 $1,020.44 $4.53 
Class N 1.15%    
Actual  $1,000.00 $1,065.70 $5.92 
Hypothetical-C  $1,000.00 $1,019.20 $5.79 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Value Multi-Manager Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 Pay Date Record Date Dividends Capital Gains 
Strategic Advisers Value Multi-Manager Fund 07/10/17 07/07/17 $0.090 $0.175 
Class F 07/10/17 07/07/17 $0.090 $0.175 
Class L 07/10/17 07/07/17 $0.090 $0.175 
Class N 07/10/17 07/07/17 $0.075 $0.175 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $449,982, or, if subsequently determined to be different, the net capital gain of such year.

Strategic Advisers Value Multi-Manager Fund, Class F, Class L, and Class N designate 100% of each dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Strategic Advisers Value Multi-Manager Fund, Class F, Class L and Class N designate 100% of each dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Value Multi-Manager Fund

On March 7, 2017, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with J.P. Morgan Investment Management Inc. (New Sub-Adviser) for the fund.

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

In considering whether to approve the Sub-Advisory Agreement , the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve the Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board. 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 the New Sub-Adviser from its oversight of the New Sub-Adviser as a sub-adviser on other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to other Strategic Advisers funds will also provide services to the fund. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by the New Sub-Adviser on behalf of the fund. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund 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 the New Sub-Adviser will utilize a different investment mandate to manage the fund than it currently uses in managing other Strategic Advisers funds and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund and its use of technology. The Board noted that the New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered the New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by the New Sub-Adviser in connection with the annual renewal of existing sub-advisory agreements on behalf of other Strategic Advisers funds and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total management fee and total operating expenses, if any, as a result of hiring the New Sub-Adviser.

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 1.00% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or 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 April 30, 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 0.81% of the class' average net assets and that such arrangement may be terminated by Strategic Advisers at any time. The Board also considered that there are no expected changes to the fund's total management fee and total net expenses as a result of approving the Sub-Advisory Agreement because Strategic Advisers does not expect to allocate any assets of the fund to the New Sub-Adviser at this time.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) continue 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 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 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 and each sub-adviser 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 and each sub-advisory agreement. With respect to the Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser 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 under the Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers. The Board noted that the Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to the New Sub-Adviser as assets allocated to the New Sub-Adviser 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 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.

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 0.00 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-ANN-0717
1.9585615.103


Strategic Advisers® Core Fund

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



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Core Fund 18.22% 14.85% 12.17% 

 A From December 30, 2009


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Core Fund on December 30, 2009, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.


Period Ending Values

$23,446Strategic Advisers® Core Fund

$25,048S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund rose 18.22%, outpacing the benchmark S&P 500®. Underlying managers focused on growth and emphasizing economically sensitive market sectors fueled the Fund’s relative performance, as growth-oriented stocks and strategies generally delivered the best results this period. Sub-adviser T. Rowe Price was the top relative contributor. T. Rowe Price’s benchmark-like, sector-neutral core strategy worked well, with broadly positive stock selection led by picks in consumer sectors and industrials. In November, we funded a new subadvisory mandate managed by FIAM®, and it was a leading contributor this period. FIAM’s Sector Managed strategy features sector-focused managers running individual subportfolios corresponding to the sectors within the S&P 500; these managers seek to add value through stock selection. This period, FIAM’s emphasis on growth stocks contributed to strong selection results in information technology, consumer discretionary and industrials. We had a few modest detractors, most notably, our dedicated value exposure via sub-advisers Brandywine Global Investment Management and LSV Asset Management. Both managers performed well versus their value benchmarks but lagged the S&P 500 as growth stocks within the index handily outpaced their value-oriented counterparts.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(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) 8.7 10.8 
Fidelity SAI U.S. Quality Index Fund 7.1 6.9 
Apple, Inc.(b) 2.5 2.1 
Microsoft Corp. 2.1 1.7 
Alphabet, Inc. Class C 2.0 1.7 
Amazon.com, Inc. 1.3 0.8 
Citigroup, Inc.(b) 1.3 1.2 
Facebook, Inc. Class A 1.3 1.0 
JPMorgan Chase & Co.(b) 1.3 1.3 
PIMCO StocksPLUS Absolute Return Fund Institutional Class 1.2 1.1 
 28.8  

 (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 May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 18.7 15.7 
Financials 12.0 13.2 
Health Care 10.7 10.1 
Consumer Discretionary 10.4 9.6 
Industrials 8.8 8.5 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 79.7% 
   Large Blend Funds 11.0% 
   Large Growth Funds 7.3% 
   Sector Funds 0.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.6% 


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% 


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 79.7%   
 Shares Value 
CONSUMER DISCRETIONARY - 10.4%   
Auto Components - 0.2%   
BorgWarner, Inc. 23,700 $1,007,487 
Cooper Tire & Rubber Co. 39,800 1,432,800 
Delphi Automotive PLC 253,769 22,324,059 
Gentex Corp. 32,100 609,258 
Lear Corp. 53,700 8,003,448 
The Goodyear Tire & Rubber Co. 227,900 7,342,938 
  40,719,990 
Automobiles - 0.4%   
Ferrari NV 3,420 296,582 
Ford Motor Co. 1,761,159 19,584,088 
General Motors Co. 595,200 20,195,136 
Harley-Davidson, Inc. 197,411 10,464,757 
Tesla, Inc. (a)(b) 102,360 34,905,784 
Thor Industries, Inc. 8,455 765,431 
  86,211,778 
Distributors - 0.0%   
LKQ Corp. (a) 196,600 6,190,934 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 12,290 326,177 
New Oriental Education & Technology Group, Inc. sponsored ADR (a) 48,250 3,458,078 
  3,784,255 
Hotels, Restaurants & Leisure - 2.0%   
Brinker International, Inc. 61,900 2,428,337 
Carnival Corp. 339,381 21,744,141 
Darden Restaurants, Inc. 29,680 2,639,442 
Domino's Pizza, Inc. 1,285 272,060 
Hilton Grand Vacations, Inc. (a) 45,220 1,617,519 
Hilton, Inc. 350,526 23,299,463 
Hyatt Hotels Corp. Class A (a) 4,300 248,110 
Jack in the Box, Inc. 15,300 1,630,674 
Las Vegas Sands Corp. 83,300 4,925,529 
Marriott International, Inc. Class A 228,520 24,600,178 
McDonald's Corp. 1,273,676 192,184,972 
MGM Mirage, Inc. 654,943 20,774,792 
Norwegian Cruise Line Holdings Ltd. (a) 25,500 1,274,235 
Park Hotels & Resorts, Inc. 35,857 922,959 
Restaurant Brands International, Inc. 416,424 25,478,361 
Royal Caribbean Cruises Ltd. 239,094 26,343,377 
Starbucks Corp. 1,203,892 76,579,570 
Vail Resorts, Inc. 10,200 2,181,780 
Wyndham Worldwide Corp. 175,220 17,695,468 
Yum! Brands, Inc. 302,700 21,988,128 
  468,829,095 
Household Durables - 0.4%   
D.R. Horton, Inc. 10,900 356,321 
Garmin Ltd. 21,200 1,103,248 
Leggett & Platt, Inc. 13,600 707,472 
Lennar Corp. Class A 775,737 39,803,065 
Mohawk Industries, Inc. (a) 38,579 9,231,955 
NVR, Inc. (a) 390 890,128 
PulteGroup, Inc. 425,032 9,635,475 
Sony Corp. sponsored ADR 64,600 2,365,652 
Toll Brothers, Inc. 167,122 6,168,473 
Whirlpool Corp. 80,420 14,921,127 
  85,182,916 
Internet & Direct Marketing Retail - 1.9%   
Amazon.com, Inc. (a) 306,483 304,834,121 
JD.com, Inc. sponsored ADR (a) 238,600 9,551,158 
Liberty Interactive Corp. QVC Group Series A (a) 178,800 4,194,648 
Netflix, Inc. (a) 146,600 23,906,062 
Priceline Group, Inc. (a) 51,716 97,075,586 
  439,561,575 
Leisure Products - 0.1%   
Brunswick Corp. 10,000 552,600 
Hasbro, Inc. 39,400 4,147,244 
Mattel, Inc. 271,200 6,213,192 
  10,913,036 
Media - 3.0%   
CBS Corp. Class B 479,717 29,315,506 
Charter Communications, Inc. Class A (a) 221,572 76,564,205 
Cinemark Holdings, Inc. 13,000 514,410 
Comcast Corp. Class A 4,931,560 205,596,736 
Discovery Communications, Inc. Class A (a) 17,200 455,800 
DISH Network Corp. Class A (a) 506,552 32,302,821 
Gannett Co., Inc. 32,450 254,733 
Interpublic Group of Companies, Inc. 328,500 8,189,505 
News Corp. Class A 42,400 567,312 
Omnicom Group, Inc. 25,900 2,168,348 
Scripps Networks Interactive, Inc. Class A 9,000 595,980 
Tegna, Inc. 64,900 1,540,726 
The Madison Square Garden Co. (a) 309,631 60,504,994 
The Walt Disney Co. 1,171,124 126,411,125 
Time Warner, Inc. 1,162,339 115,641,107 
Twenty-First Century Fox, Inc. Class A 1,265,911 34,331,506 
Viacom, Inc. Class B (non-vtg.) 264,300 9,194,997 
  704,149,811 
Multiline Retail - 0.3%   
Big Lots, Inc. (b) 13,500 659,205 
Dillard's, Inc. Class A 19,700 1,014,156 
Dollar General Corp. 328,986 24,144,283 
Dollar Tree, Inc. (a) 152,220 11,827,494 
Kohl's Corp. 92,500 3,554,775 
Macy's, Inc. 107,700 2,530,950 
Target Corp. 348,400 19,214,260 
  62,945,123 
Specialty Retail - 1.9%   
Abercrombie & Fitch Co. Class A 31,800 419,442 
American Eagle Outfitters, Inc. 164,700 1,894,050 
AutoZone, Inc. (a) 34,425 20,858,796 
Best Buy Co., Inc. 121,900 7,239,641 
CarMax, Inc. (a) 20,700 1,300,581 
Dick's Sporting Goods, Inc. 4,570 187,964 
Foot Locker, Inc. 18,825 1,118,393 
Gap, Inc. 108,400 2,439,000 
Home Depot, Inc. 699,480 107,377,175 
L Brands, Inc. 278,200 14,355,120 
Lowe's Companies, Inc. 1,902,248 149,840,075 
O'Reilly Automotive, Inc. (a) 201,484 48,775,247 
Penske Automotive Group, Inc. 85,600 3,625,160 
Ross Stores, Inc. 394,740 25,231,781 
TJX Companies, Inc. 793,712 59,695,080 
Williams-Sonoma, Inc. 9,700 472,002 
Zumiez, Inc. (a) 21,100 300,675 
  445,130,182 
Textiles, Apparel & Luxury Goods - 0.2%   
Coach, Inc. 258,300 11,936,043 
NIKE, Inc. Class B 700,937 37,142,652 
PVH Corp. 8,700 921,765 
VF Corp. 4,920 264,696 
  50,265,156 
TOTAL CONSUMER DISCRETIONARY  2,403,883,851 
CONSUMER STAPLES - 6.9%   
Beverages - 2.2%   
Coca-Cola European Partners PLC 1,047,390 42,984,886 
Constellation Brands, Inc. Class A (sub. vtg.) 422,803 77,267,248 
Diageo PLC 189,709 5,702,397 
Dr. Pepper Snapple Group, Inc. 147,500 13,689,475 
Molson Coors Brewing Co. Class B 557,268 52,823,434 
Monster Beverage Corp. (a) 314,500 15,901,120 
PepsiCo, Inc. 1,906,595 222,823,758 
The Coca-Cola Co. 1,435,036 65,251,087 
  496,443,405 
Food & Staples Retailing - 1.1%   
Costco Wholesale Corp. (c) 156,900 28,309,467 
CVS Health Corp. 644,247 49,497,497 
Kroger Co. 1,982,089 59,026,610 
Sysco Corp. 80,345 4,383,623 
Wal-Mart Stores, Inc. 817,188 64,230,977 
Walgreens Boots Alliance, Inc. 723,341 58,605,088 
  264,053,262 
Food Products - 1.4%   
Archer Daniels Midland Co. 152,600 6,345,108 
Bunge Ltd. 205,800 16,457,826 
Campbell Soup Co. 530,803 30,600,793 
Fresh Del Monte Produce, Inc. 48,300 2,447,844 
Hormel Foods Corp. 67,577 2,272,615 
Ingredion, Inc. 18,460 2,106,101 
Mondelez International, Inc. 2,402,394 111,927,536 
Pilgrim's Pride Corp. 174,900 4,069,923 
Pinnacle Foods, Inc. 4,145 258,275 
Sanderson Farms, Inc. 30,300 3,596,610 
The Hershey Co. 469,691 54,141,282 
The Kraft Heinz Co. 852,033 78,557,443 
Tyson Foods, Inc. Class A 367,870 21,093,666 
  333,875,022 
Household Products - 0.6%   
Colgate-Palmolive Co. 268,900 20,533,204 
Procter & Gamble Co. 1,152,628 101,535,001 
Spectrum Brands Holdings, Inc. 39,220 5,273,129 
  127,341,334 
Personal Products - 0.5%   
Coty, Inc. Class A 932,340 17,658,520 
Estee Lauder Companies, Inc. Class A 880,678 82,907,027 
Herbalife Ltd. (a) 108,270 7,771,621 
Unilever NV (NY Reg.) 80,500 4,570,790 
  112,907,958 
Tobacco - 1.1%   
Altria Group, Inc. 1,920,419 144,876,409 
Philip Morris International, Inc. 846,192 101,373,802 
Reynolds American, Inc. 143,900 9,677,275 
  255,927,486 
TOTAL CONSUMER STAPLES  1,590,548,467 
ENERGY - 4.3%   
Energy Equipment & Services - 0.3%   
Baker Hughes, Inc. 362,000 19,964,300 
Dril-Quip, Inc. (a) 18,000 892,800 
Frank's International NV (b) 66,455 497,083 
Halliburton Co. 147,600 6,670,044 
Hess Midstream Partners LP 36,700 852,908 
Nabors Industries Ltd. 21,800 191,840 
National Oilwell Varco, Inc. 139,900 4,570,533 
Newpark Resources, Inc. (a) 118,600 877,640 
Oceaneering International, Inc. 91,700 2,235,646 
Odfjell Drilling A/S (a) 95,800 230,166 
RigNet, Inc. (a) 19,300 323,275 
Rowan Companies PLC (a) 156,000 1,878,240 
Schlumberger Ltd. 202,635 14,101,370 
Shelf Drilling Ltd. (a) 128,800 1,006,095 
TechnipFMC PLC (a) 152,700 4,420,665 
Tesco Corp. (a) 16,400 76,260 
TETRA Technologies, Inc. (a) 74,500 230,205 
Total Energy Services, Inc. 6,200 64,256 
Trinidad Drilling Ltd. (a) 162,800 237,418 
Xtreme Drilling & Coil Services Corp. (a) 129,500 222,408 
  59,543,152 
Oil, Gas & Consumable Fuels - 4.0%   
Alon U.S.A. Energy, Inc. 19,900 245,765 
Anadarko Petroleum Corp. 658,641 33,281,130 
Apache Corp. 339,500 15,875,020 
BP PLC sponsored ADR (b) 199,200 7,201,080 
Cabot Oil & Gas Corp. 61,400 1,362,466 
Callon Petroleum Co. (a) 133,900 1,515,748 
Cheniere Energy Partners LP Holdings LLC 28,300 759,855 
Cheniere Energy, Inc. (a) 23,300 1,135,176 
Chevron Corp. 1,380,247 142,827,960 
Cimarex Energy Co. 23,000 2,473,880 
Concho Resources, Inc. (a) 234,378 29,714,443 
ConocoPhillips Co. 1,022,400 45,691,056 
Continental Resources, Inc. (a) 228,000 8,572,800 
Delek U.S. Holdings, Inc. 75,000 1,839,000 
Devon Energy Corp. 46,100 1,566,478 
Diamondback Energy, Inc. (a) 254,761 23,631,630 
Encana Corp. 174,500 1,696,106 
Energen Corp. (a) 10,800 616,032 
Enterprise Products Partners LP 8,300 222,523 
EOG Resources, Inc. 920,094 83,093,689 
EQT Corp. 291,755 16,125,299 
Extraction Oil & Gas, Inc. 69,683 992,286 
Exxon Mobil Corp. 1,453,008 116,967,144 
GasLog Partners LP 18,600 407,340 
Gener8 Maritime, Inc. (a) 154,200 817,260 
Golar LNG Ltd. 26,700 621,176 
Hess Corp. 167,900 7,704,931 
HollyFrontier Corp. 19,300 461,270 
Imperial Oil Ltd. 372,800 10,547,741 
Kinder Morgan, Inc. 1,187,000 22,268,120 
Magellan Midstream Partners LP 180,821 13,125,796 
Marathon Oil Corp. 84,800 1,104,096 
Marathon Petroleum Corp. 390,800 20,337,232 
Newfield Exploration Co. (a) 8,500 276,080 
Noble Energy, Inc. 55,700 1,598,033 
Noble Midstream Partners LP 19,300 887,607 
Occidental Petroleum Corp. 1,127,184 66,424,953 
Parsley Energy, Inc. Class A (a) 87,900 2,606,235 
PBF Energy, Inc. Class A (b) 82,500 1,593,900 
PDC Energy, Inc. (a) 35,800 1,777,828 
Phillips 66 Co. 491,070 37,375,338 
Pioneer Natural Resources Co. 281,066 46,898,673 
Plains All American Pipeline LP 62,500 1,655,000 
Range Resources Corp. 26,000 599,560 
Reliance Industries Ltd. (a) 35,888 745,854 
Resolute Energy Corp. (a)(b) 10,800 423,360 
Rice Energy, Inc. (a) 50,100 1,002,000 
Ring Energy, Inc. (a) 38,500 499,730 
Royal Dutch Shell PLC Class B sponsored ADR 54,800 3,080,308 
RSP Permian, Inc. (a) 72,500 2,580,275 
Seven Generations Energy Ltd. (a) 56,000 1,004,464 
Suncor Energy, Inc. 1,547,917 48,447,963 
Targa Resources Corp. 11,700 537,381 
Teekay LNG Partners LP 10,900 165,680 
Tesoro Corp. 52,800 4,395,072 
The Williams Companies, Inc. 1,049,454 30,014,384 
Total SA sponsored ADR (b) 322,100 16,845,830 
TransCanada Corp. 273,050 12,675,697 
Valero Energy Corp. 434,900 26,733,303 
Viper Energy Partners LP 30,000 510,600 
World Fuel Services Corp. 1,100 38,874 
WPX Energy, Inc. (a) 105,600 1,142,592 
  927,338,102 
TOTAL ENERGY  986,881,254 
FINANCIALS - 12.0%   
Banks - 6.1%   
Bank of America Corp. (c) 12,201,087 273,426,360 
BB&T Corp. 82,700 3,444,455 
BOK Financial Corp. 7,300 587,869 
CIT Group, Inc. 93,700 4,221,185 
Citigroup, Inc. (c) 5,017,777 303,776,220 
Citizens Financial Group, Inc. 482,200 16,443,020 
Comerica, Inc. 17,500 1,199,800 
Commerce Bancshares, Inc. 10,184 545,150 
Cullen/Frost Bankers, Inc. 6,200 568,292 
East West Bancorp, Inc. 15,600 853,788 
Fifth Third Bancorp 1,302,400 30,918,976 
First Republic Bank 198,402 18,272,824 
Huntington Bancshares, Inc. 1,672,900 20,978,166 
Investors Bancorp, Inc. 33,200 439,236 
JPMorgan Chase & Co. (c) 3,572,406 293,473,153 
KeyCorp 2,055,628 35,911,821 
M&T Bank Corp. 17,200 2,691,284 
PacWest Bancorp 13,300 620,711 
PNC Financial Services Group, Inc. 457,174 54,266,554 
Prosperity Bancshares, Inc. 7,700 482,328 
Regions Financial Corp. 796,600 11,024,944 
SunTrust Banks, Inc. 398,440 21,264,743 
SVB Financial Group (a) 94,117 16,046,949 
Synovus Financial Corp. 63,200 2,583,616 
U.S. Bancorp 2,261,066 115,065,649 
Wells Fargo & Co. 3,650,331 186,677,927 
Zions Bancorporation 25,870 1,036,611 
  1,416,821,631 
Capital Markets - 2.5%   
Ameriprise Financial, Inc. 273,760 33,067,470 
Bank of New York Mellon Corp. 800,005 37,696,236 
BlackRock, Inc. Class A 52,000 21,280,480 
CBOE Holdings, Inc. 176,694 15,261,061 
Charles Schwab Corp. 1,395,964 54,093,605 
CME Group, Inc. 74,997 8,796,398 
E*TRADE Financial Corp. (a) 417,000 14,432,370 
Eaton Vance Corp. (non-vtg.) 11,500 535,555 
Franklin Resources, Inc. 62,900 2,628,591 
Goldman Sachs Group, Inc. 420,636 88,863,561 
IntercontinentalExchange, Inc. 879,357 52,928,498 
Invesco Ltd. 45,500 1,442,350 
KKR & Co. LP 1,572,837 28,971,658 
Legg Mason, Inc. 164,100 6,050,367 
Morgan Stanley 2,271,325 94,805,106 
Northern Trust Corp. 147,100 12,862,424 
Raymond James Financial, Inc. 14,400 1,040,688 
S&P Global, Inc. 117,291 16,750,328 
State Street Corp. (c) 816,617 66,521,621 
T. Rowe Price Group, Inc. 15,420 1,086,185 
TD Ameritrade Holding Corp. 305,700 11,420,952 
The NASDAQ OMX Group, Inc. 15,500 1,048,575 
  571,584,079 
Consumer Finance - 0.5%   
Ally Financial, Inc. 51,600 956,664 
American Express Co. 256,220 19,713,567 
Capital One Financial Corp. 800,008 61,536,615 
Credit Acceptance Corp. (a) 700 150,514 
Discover Financial Services 292,474 17,168,224 
Navient Corp. 103,300 1,490,619 
Nelnet, Inc. Class A 32,500 1,277,575 
OneMain Holdings, Inc. (a) 174,500 3,936,720 
Santander Consumer U.S.A. Holdings, Inc. (a) 38,900 434,513 
SLM Corp. (a) 30,100 312,739 
Synchrony Financial 343,055 9,211,027 
  116,188,777 
Diversified Financial Services - 0.7%   
Berkshire Hathaway, Inc. Class B (a) 821,189 135,726,118 
Bioverativ, Inc. 20,000 1,101,800 
GDS Holdings Ltd. ADR 103,900 806,264 
Leucadia National Corp. 40,200 980,478 
NCS Multistage Holdings, Inc. 40,700 1,067,968 
On Deck Capital, Inc. (a) 73,100 258,774 
Valvoline, Inc. 344,693 7,710,782 
Voya Financial, Inc. 217,181 7,423,247 
  155,075,431 
Insurance - 2.2%   
AFLAC, Inc. 106,500 8,027,970 
Alleghany Corp. (a) 1,700 998,478 
Allstate Corp. 136,900 11,819,946 
American Financial Group, Inc. 60,100 6,000,985 
American International Group, Inc. 1,043,812 66,417,758 
Arch Capital Group Ltd. (a) 12,500 1,215,625 
Arthur J. Gallagher & Co. 188,590 10,698,711 
Assurant, Inc. 50,500 4,947,990 
Assured Guaranty Ltd. 13,800 539,028 
Athene Holding Ltd. 485,180 23,909,670 
Axis Capital Holdings Ltd. 48,900 3,206,862 
Chubb Ltd. 406,086 58,147,454 
Cincinnati Financial Corp. 16,200 1,135,296 
CNA Financial Corp. 314,900 14,359,440 
Everest Re Group Ltd. 32,100 8,174,265 
FNF Group 172,700 7,358,747 
Genworth Financial, Inc. Class A (a) 116,700 427,122 
Hanover Insurance Group, Inc. 41,900 3,494,041 
Hartford Financial Services Group, Inc. 156,800 7,744,352 
Lincoln National Corp. 137,900 8,960,742 
Loews Corp. 199,990 9,431,528 
Markel Corp. (a) 1,600 1,563,600 
Marsh & McLennan Companies, Inc. 585,575 45,417,197 
MetLife, Inc. 810,290 40,992,571 
Old Republic International Corp. 24,600 486,588 
Principal Financial Group, Inc. 32,200 2,025,702 
Progressive Corp. 1,068,654 45,342,989 
Prudential Financial, Inc. 122,500 12,844,125 
Reinsurance Group of America, Inc. 40,000 4,980,400 
RenaissanceRe Holdings Ltd. 4,500 642,870 
The Travelers Companies, Inc. 300,100 37,467,485 
Torchmark Corp. 33,200 2,506,600 
Unum Group 208,775 9,390,700 
Validus Holdings Ltd. 8,200 437,880 
W.R. Berkley Corp. 13,500 931,365 
Willis Group Holdings PLC 159,971 23,456,548 
XL Group Ltd. 579,290 25,309,180 
  510,811,810 
Mortgage Real Estate Investment Trusts - 0.0%   
Annaly Capital Management, Inc. 361,000 4,324,780 
Thrifts & Mortgage Finance - 0.0%   
Radian Group, Inc. 198,900 3,194,334 
TOTAL FINANCIALS  2,778,000,842 
HEALTH CARE - 10.7%   
Biotechnology - 1.8%   
AbbVie, Inc. 292,350 19,300,947 
Ablynx NV (a) 115,000 1,446,875 
AC Immune SA (b) 28,000 249,200 
Acorda Therapeutics, Inc. (a) 70,000 966,000 
Advanced Accelerator Applications SA sponsored ADR (a) 23,500 887,830 
Advaxis, Inc. (a) 88,000 710,160 
Alexion Pharmaceuticals, Inc. (a) 457,308 44,829,903 
Alnylam Pharmaceuticals, Inc. (a) 27,600 1,806,696 
Amgen, Inc. 531,904 82,572,777 
Amicus Therapeutics, Inc. (a) 150,000 1,203,000 
Ascendis Pharma A/S sponsored ADR (a)(b) 40,000 954,000 
BeiGene Ltd. ADR (a) 36,000 1,323,000 
Biogen, Inc. (a) 187,988 46,577,787 
Biohaven Pharmaceutical Holding Co. Ltd. 68,751 1,733,213 
BioMarin Pharmaceutical, Inc. (a) 110,270 9,664,063 
bluebird bio, Inc. (a) 14,100 1,062,435 
Blueprint Medicines Corp. (a) 30,000 1,076,400 
Calithera Biosciences, Inc. (a) 60,000 933,000 
Celgene Corp. (a) 359,337 41,111,746 
Cellectis SA sponsored ADR (a) 32,200 766,682 
China Biologic Products, Inc. (a) 11,000 1,251,800 
CytomX Therapeutics, Inc. (a) 31,200 439,608 
Five Prime Therapeutics, Inc. (a) 14,900 420,925 
Gilead Sciences, Inc. 232,958 15,116,645 
Heron Therapeutics, Inc. (a) 28,300 379,220 
Incyte Corp. (a) 125,600 16,243,848 
Insmed, Inc. (a) 120,000 1,850,400 
Intercept Pharmaceuticals, Inc. (a) 28,800 3,222,720 
Loxo Oncology, Inc. (a) 19,200 876,480 
Momenta Pharmaceuticals, Inc. (a) 71,800 1,041,100 
Neurocrine Biosciences, Inc. (a) 38,000 1,651,860 
Prothena Corp. PLC (a) 23,000 1,173,230 
Puma Biotechnology, Inc. (a)(b) 28,000 2,142,000 
Regeneron Pharmaceuticals, Inc. (a) 37,800 17,352,468 
Shire PLC sponsored ADR 123,201 21,279,277 
Spark Therapeutics, Inc. (a) 22,700 1,156,111 
TESARO, Inc. (a) 26,000 3,882,060 
United Therapeutics Corp. (a) 24,100 2,913,449 
Vertex Pharmaceuticals, Inc. (a) 537,014 66,374,930 
Xencor, Inc. (a) 50,000 1,025,000 
  418,968,845 
Health Care Equipment & Supplies - 2.0%   
Abbott Laboratories 428,629 19,571,200 
Atricure, Inc. (a) 75,000 1,566,750 
Becton, Dickinson & Co. 306,788 58,053,493 
Boston Scientific Corp. (a) 2,267,447 61,289,092 
Danaher Corp. 1,287,526 109,362,458 
Dentsply Sirona, Inc. 151,100 9,597,872 
DexCom, Inc. (a) 55,000 3,676,200 
Edwards Lifesciences Corp. (a) 4,235 487,321 
Genmark Diagnostics, Inc. (a) 140,490 1,817,941 
Hologic, Inc. (a) 119,400 5,171,214 
Insulet Corp. (a) 69,800 2,929,506 
Integra LifeSciences Holdings Corp. (a) 44,000 2,215,400 
Intuitive Surgical, Inc. (a) 67,600 61,832,368 
Medtronic PLC 497,656 41,942,448 
NxStage Medical, Inc. (a) 60,000 1,299,600 
Penumbra, Inc. (a) 38,000 3,148,300 
Stryker Corp. 286,090 40,899,426 
The Cooper Companies, Inc. 6,860 1,500,625 
The Spectranetics Corp. (a) 66,000 1,782,000 
Wright Medical Group NV (a) 120,000 3,206,400 
Zimmer Biomet Holdings, Inc. 164,719 19,636,152 
  450,985,766 
Health Care Providers & Services - 2.3%   
Aetna, Inc. 785,409 113,774,348 
American Renal Associates Holdings, Inc. (a) 47,100 763,020 
Anthem, Inc. 227,200 41,429,920 
Cardinal Health, Inc. 89,300 6,634,097 
Centene Corp. (a) 163,100 11,845,953 
Cigna Corp. 270,000 43,532,100 
DaVita HealthCare Partners, Inc. (a) 9,220 610,917 
EBOS Group Ltd. 145,199 1,794,114 
Envision Healthcare Corp. (a) 126,300 6,897,243 
Express Scripts Holding Co. (a) 260,571 15,569,117 
HCA Holdings, Inc. (a) 251,100 20,567,601 
Humana, Inc. 188,965 43,889,011 
Laboratory Corp. of America Holdings (a) 6,520 906,280 
LifePoint Hospitals, Inc. (a) 20,800 1,264,640 
McKesson Corp. 94,474 15,407,765 
Premier, Inc. (a) 50,000 1,726,000 
Quest Diagnostics, Inc. 47,300 5,144,821 
Teladoc, Inc. (a) 128,000 3,916,800 
United Drug PLC (United Kingdom) 140,000 1,472,827 
UnitedHealth Group, Inc. 1,090,304 190,999,455 
Universal Health Services, Inc. Class B 74,600 8,479,036 
  536,625,065 
Health Care Technology - 0.1%   
athenahealth, Inc. (a) 49,200 6,591,816 
Castlight Health, Inc. Class B (a) 600,000 2,100,000 
Cerner Corp. (a) 101,580 6,638,253 
Evolent Health, Inc. (a) 75,000 1,721,250 
HealthStream, Inc. (a) 60,000 1,672,200 
Medidata Solutions, Inc. (a) 20,000 1,423,600 
  20,147,119 
Life Sciences Tools & Services - 0.3%   
Agilent Technologies, Inc. 720,436 43,471,108 
Thermo Fisher Scientific, Inc. 150,469 25,999,539 
  69,470,647 
Pharmaceuticals - 4.2%   
Allergan PLC 433,934 97,092,733 
AstraZeneca PLC sponsored ADR 122,100 4,199,019 
Bayer AG 11,800 1,567,898 
Bristol-Myers Squibb Co. 838,036 45,212,042 
Catalent, Inc. (a) 70,000 2,487,100 
Dechra Pharmaceuticals PLC 100,000 2,504,747 
Eisai Co. Ltd. 35,000 1,844,334 
Eli Lilly & Co. 912,852 72,635,634 
GlaxoSmithKline PLC 280,000 6,128,969 
GlaxoSmithKline PLC sponsored ADR 756,000 33,437,880 
Jazz Pharmaceuticals PLC (a) 31,000 4,512,360 
Johnson & Johnson 2,022,430 259,376,648 
Mallinckrodt PLC (a) 802,600 34,616,138 
Merck & Co., Inc. 1,957,024 127,421,833 
Mylan N.V. (a) 225,836 8,803,087 
Novartis AG sponsored ADR 40,471 3,309,314 
Pfizer, Inc. 3,809,959 124,395,161 
Sanofi SA 62,359 6,176,893 
Teva Pharmaceutical Industries Ltd. sponsored ADR 393,403 10,960,208 
The Medicines Company (a) 27,000 1,073,790 
TherapeuticsMD, Inc. (a) 280,000 1,162,000 
Theravance Biopharma, Inc. (a) 70,000 2,555,000 
Valeant Pharmaceuticals International, Inc. (Canada) (a)(b) 130,340 1,570,597 
Zoetis, Inc. Class A 2,004,302 124,827,929 
  977,871,314 
TOTAL HEALTH CARE  2,474,068,756 
INDUSTRIALS - 8.8%   
Aerospace & Defense - 2.2%   
Arconic, Inc. 290,380 7,976,739 
General Dynamics Corp. 127,894 25,994,456 
Hexcel Corp. 10,200 524,586 
Huntington Ingalls Industries, Inc. 5,100 998,631 
L3 Technologies, Inc. 71,807 12,105,942 
Lockheed Martin Corp. 152,233 42,797,263 
Moog, Inc. Class A (a) 41,400 2,899,656 
Northrop Grumman Corp. 770,560 199,744,563 
Orbital ATK, Inc. 4,800 487,968 
Raytheon Co. 17,100 2,804,571 
Rockwell Collins, Inc. 121,000 13,195,050 
Spirit AeroSystems Holdings, Inc. Class A 54,500 2,969,705 
Textron, Inc. 369,400 17,657,320 
The Boeing Co. (c) 600,488 112,669,563 
Triumph Group, Inc. 61,300 1,998,380 
United Technologies Corp. 555,084 67,320,588 
  512,144,981 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 25,287 1,694,482 
FedEx Corp. 313,600 60,788,224 
United Parcel Service, Inc. Class B 233,408 24,734,246 
  87,216,952 
Airlines - 0.7%   
Alaska Air Group, Inc. 165,800 14,432,890 
American Airlines Group, Inc. 484,510 23,455,129 
Azul SA sponsored ADR 142,300 3,139,138 
Delta Air Lines, Inc. 1,531,402 75,237,780 
Southwest Airlines Co. 67,200 4,038,048 
United Continental Holdings, Inc. (a) 623,136 49,645,245 
  169,948,230 
Building Products - 0.4%   
Allegion PLC 316,910 24,918,633 
Fortune Brands Home & Security, Inc. 338,400 21,353,040 
Johnson Controls International PLC 565,751 23,625,762 
Masco Corp. 372,257 13,866,573 
Owens Corning 19,500 1,216,800 
USG Corp. (a) 15,800 449,352 
  85,430,160 
Commercial Services & Supplies - 0.2%   
Deluxe Corp. 53,900 3,673,824 
Herman Miller, Inc. 82,600 2,606,030 
LSC Communications, Inc. 14,212 302,289 
R.R. Donnelley & Sons Co. 37,900 451,768 
Republic Services, Inc. 27,741 1,764,605 
Stericycle, Inc. (a) 148,800 12,167,376 
Waste Connection, Inc.:   
(Canada) 85,400 8,124,964 
(United States) 166,289 15,822,398 
  44,913,254 
Construction & Engineering - 0.0%   
C&J Energy Services, Inc. (a) 8,100 273,456 
Jacobs Engineering Group, Inc. 13,500 707,670 
Quanta Services, Inc. (a) 17,300 530,418 
Tutor Perini Corp. (a) 51,700 1,341,615 
  2,853,159 
Electrical Equipment - 0.5%   
Acuity Brands, Inc. 41,700 6,793,347 
Eaton Corp. PLC 50,000 3,869,000 
Emerson Electric Co. 65,725 3,885,662 
Fortive Corp. 1,388,262 86,696,962 
Hubbell, Inc. Class B 5,300 614,323 
Sensata Technologies Holding BV (a) 150,500 6,084,715 
  107,944,009 
Industrial Conglomerates - 1.8%   
Carlisle Companies, Inc. 6,600 668,778 
General Electric Co. 4,662,457 127,658,073 
Honeywell International, Inc. 1,948,508 259,132,079 
Roper Technologies, Inc. 147,200 33,443,840 
  420,902,770 
Machinery - 1.0%   
AGCO Corp. 41,400 2,650,842 
Cummins, Inc. 50,700 7,995,390 
Deere & Co. 2,130 260,840 
Flowserve Corp. 488,100 23,672,850 
IDEX Corp. 96,100 10,423,967 
Illinois Tool Works, Inc. 140,300 19,813,166 
Ingersoll-Rand PLC 630,158 56,462,157 
Meritor, Inc. (a) 178,700 2,782,359 
Minebea Mitsumi, Inc. 402,400 6,565,569 
Oshkosh Corp. 2,405 151,804 
PACCAR, Inc. 564,048 35,512,462 
Parker Hannifin Corp. 1,110 174,792 
Pentair PLC 173,100 11,462,682 
ProPetro Holding Corp. 22,100 292,825 
Snap-On, Inc. (b) 6,500 1,050,790 
Stanley Black & Decker, Inc. 320,256 44,080,036 
Timken Co. 56,000 2,584,400 
Trinity Industries, Inc. 129,100 3,294,632 
WABCO Holdings, Inc. (a) 89,100 10,854,162 
Wabtec Corp. 72,228 5,904,639 
  245,990,364 
Professional Services - 0.1%   
Equifax, Inc. 44,756 6,122,621 
Manpower, Inc. 7,500 764,025 
Nielsen Holdings PLC 179,306 6,899,695 
Robert Half International, Inc. 14,200 660,158 
WageWorks, Inc. (a) 20,000 1,415,000 
  15,861,499 
Road & Rail - 1.5%   
AMERCO 2,200 812,350 
Canadian National Railway Co. 99,390 7,705,604 
Canadian Pacific Railway Ltd. 141,324 22,359,082 
CSX Corp. (c) 1,604,785 86,931,203 
Norfolk Southern Corp. 1,271,129 157,658,130 
Ryder System, Inc. 52,100 3,460,482 
Union Pacific Corp. 569,943 62,864,713 
  341,791,564 
Trading Companies & Distributors - 0.0%   
Aircastle Ltd. 98,900 2,158,987 
HD Supply Holdings, Inc. (a) 211,390 8,529,587 
United Rentals, Inc. (a) 9,400 1,022,062 
  11,710,636 
TOTAL INDUSTRIALS  2,046,707,578 
INFORMATION TECHNOLOGY - 18.7%   
Communications Equipment - 1.0%   
Cisco Systems, Inc. 6,205,382 195,655,694 
Harris Corp. 186,700 20,940,272 
Juniper Networks, Inc. 172,800 5,068,224 
Motorola Solutions, Inc. 18,300 1,529,331 
  223,193,521 
Electronic Equipment & Components - 0.9%   
Amphenol Corp. Class A 1,010,798 75,405,531 
Arrow Electronics, Inc. (a) 52,600 3,976,034 
Avnet, Inc. 20,200 740,936 
CDW Corp. 17,700 1,065,186 
Chroma ATE, Inc. 1,232,600 3,856,156 
Cognex Corp. 23,050 2,109,306 
Corning, Inc. 402,600 11,715,660 
Dell Technologies, Inc. (a) 76,909 5,336,716 
Flextronics International Ltd. (a) 244,200 4,214,892 
Hexagon AB (B Shares) 61,500 2,693,818 
Jabil Circuit, Inc. 153,800 4,601,696 
Keysight Technologies, Inc. (a) 163,800 6,329,232 
Largan Precision Co. Ltd. 16,800 2,647,425 
TE Connectivity Ltd. 812,532 64,068,148 
Tech Data Corp. (a) 39,700 3,849,709 
Topcon Corp. 239,600 4,376,621 
Trimble, Inc. (a) 269,700 9,719,988 
Vishay Intertechnology, Inc. 143,700 2,349,495 
  209,056,549 
Internet Software & Services - 4.5%   
58.com, Inc. ADR (a) 127,000 5,461,000 
Akamai Technologies, Inc. (a) 80,400 3,790,860 
Alphabet, Inc.:   
Class A (a) 143,135 141,287,127 
Class C (a) 473,430 456,793,670 
Benefitfocus, Inc. (a) 90,000 2,862,000 
CoStar Group, Inc. (a) 23,500 6,146,895 
DeNA Co. Ltd. 73,500 1,625,296 
eBay, Inc. (a) 2,060,238 70,666,163 
Envestnet, Inc. (a) 100 3,585 
Facebook, Inc. Class A(a) 1,940,029 293,836,792 
LogMeIn, Inc. 51,800 5,749,800 
NetEase, Inc. ADR 21,500 6,122,770 
New Relic, Inc. (a) 38,600 1,685,662 
Shopify, Inc. Class A (a) 9,900 909,414 
SMS Co., Ltd. 135,300 3,738,312 
Tencent Holdings Ltd. 46,600 1,601,519 
Velti PLC (a)(d) 147,198 368 
VeriSign, Inc. (a)(b) 120,422 10,857,248 
Yahoo!, Inc. (a) 475,800 23,942,256 
  1,037,080,737 
IT Services - 2.4%   
Accenture PLC Class A 431,938 53,763,323 
Amdocs Ltd. 170,134 11,021,281 
Cognizant Technology Solutions Corp. Class A 1,148,116 76,820,442 
DXC Technology Co. 22,532 1,746,681 
Fidelity National Information Services, Inc. 255,800 21,965,546 
Fiserv, Inc. (a) 34,895 4,371,646 
FleetCor Technologies, Inc. (a) 37,700 5,439,733 
Global Payments, Inc. 32,555 2,982,364 
IBM Corp. 335,545 51,214,233 
MasterCard, Inc. Class A 534,880 65,726,054 
PayPal Holdings, Inc. (a) 1,357,560 70,878,208 
Paysafe Group PLC (a) 456,400 2,943,183 
The Western Union Co. 205,600 3,910,512 
Vantiv, Inc. (a) 80,887 5,073,233 
Visa, Inc. Class A 1,767,416 168,311,026 
WEX, Inc. (a) 94,470 9,651,055 
  555,818,520 
Semiconductors & Semiconductor Equipment - 3.4%   
ams AG 95,600 6,252,914 
Analog Devices, Inc. 1,163,890 99,815,206 
Applied Materials, Inc. 660,860 30,320,257 
ASML Holding NV 81,100 10,704,389 
Broadcom Ltd. 598,113 143,236,101 
ChipMOS TECHNOLOGIES, Inc. sponsored ADR 54,500 1,100,355 
Cirrus Logic, Inc. (a) 51,700 3,409,615 
GlobalWafers Co. Ltd. 730,000 5,897,155 
GlobalWafers Co. Ltd. unit (a) 361,100 2,918,049 
Himax Technologies, Inc. sponsored ADR (b) 395,500 2,713,130 
Intel Corp. 1,909,252 68,943,090 
KLA-Tencor Corp. 412,774 42,928,496 
Lam Research Corp. 119,100 18,480,747 
Marvell Technology Group Ltd. 1,163,100 20,051,844 
Maxim Integrated Products, Inc. 71,620 3,423,436 
Mellanox Technologies Ltd. (a) 103,700 4,925,750 
Microchip Technology, Inc. 585,471 48,769,734 
Micron Technology, Inc. (a) 1,003,924 30,890,741 
Microsemi Corp. (a) 400 19,644 
Monolithic Power Systems, Inc. 28,000 2,749,600 
NVIDIA Corp. 117,998 17,033,011 
NXP Semiconductors NV (a) 136,878 15,042,892 
Qorvo, Inc. (a) 14,200 1,106,890 
Qualcomm, Inc. 1,616,309 92,566,016 
Rubicon Technology, Inc. (a) 13,440 134,400 
Semtech Corp. (a) 54,100 2,066,620 
Silicon Laboratories, Inc. (a) 9,200 688,160 
Siltronic AG (a) 89,500 8,020,062 
Skyworks Solutions, Inc. 20,000 2,128,600 
Sumco Corp. 539,800 8,924,368 
Texas Instruments, Inc. 769,389 63,466,899 
Xilinx, Inc. 480,025 32,022,468 
  790,750,639 
Software - 3.7%   
Activision Blizzard, Inc. 467,888 27,408,879 
Adobe Systems, Inc. (a) 389,970 55,321,144 
Autodesk, Inc. (a) 191,600 21,415,132 
CA Technologies, Inc. 42,800 1,359,756 
Electronic Arts, Inc. (a) 367,625 41,662,941 
Intuit, Inc. 157,965 22,216,198 
Microsoft Corp. 6,813,591 475,861,195 
Nintendo Co. Ltd. 18,000 5,456,997 
Nintendo Co. Ltd. ADR 91,600 3,465,228 
Oracle Corp. 1,620,586 73,558,399 
Paycom Software, Inc. (a) 150 9,816 
Paylocity Holding Corp. (a) 25,600 1,199,360 
Red Hat, Inc. (a) 535,255 47,942,790 
Salesforce.com, Inc. (a) 349,923 31,367,098 
Snap, Inc. Class A (a)(b) 709,938 15,057,785 
Synopsys, Inc. (a) 5,000 374,350 
Tableau Software, Inc. (a) 47,300 2,933,073 
Take-Two Interactive Software, Inc. (a) 292,006 22,408,540 
Workday, Inc. Class A (a) 91,583 9,156,468 
Zendesk, Inc. (a) 87,300 2,268,054 
  860,443,203 
Technology Hardware, Storage & Peripherals - 2.8%   
Apple, Inc. (c) 3,822,687 583,953,666 
Hewlett Packard Enterprise Co. 262,300 4,933,863 
HP, Inc. 474,300 8,897,868 
NCR Corp. (a) 118,400 4,561,952 
NetApp, Inc. 63,635 2,576,581 
Seagate Technology LLC 117,100 5,102,047 
Western Digital Corp. 357,077 32,158,355 
Xerox Corp. 530,200 3,748,514 
  645,932,846 
TOTAL INFORMATION TECHNOLOGY  4,322,276,015 
MATERIALS - 2.8%   
Chemicals - 2.1%   
Agrium, Inc. 24,800 2,291,547 
Air Products & Chemicals, Inc. 372,161 53,613,514 
Albemarle Corp. U.S. 36,200 4,112,320 
Ashland Global Holdings, Inc. 6,200 412,548 
Cabot Corp. 50,500 2,637,615 
Celanese Corp. Class A 61,100 5,288,205 
CF Industries Holdings, Inc. 525,100 14,125,190 
E.I. du Pont de Nemours & Co. 1,014,737 80,083,044 
Eastman Chemical Co. 330,937 26,511,363 
Ecolab, Inc. 72,600 9,644,184 
Huntsman Corp. 208,700 4,987,930 
LyondellBasell Industries NV Class A 386,300 31,104,876 
Monsanto Co. 447,547 52,550,969 
Potash Corp. of Saskatchewan, Inc. 2,566,985 42,395,111 
PPG Industries, Inc. 187,804 19,974,833 
Praxair, Inc. 676,898 89,546,836 
RPM International, Inc. 204,200 11,073,766 
Sherwin-Williams Co. 31,400 10,417,578 
Stepan Co. 40,900 3,460,958 
The Dow Chemical Co. 171,100 10,601,356 
The Mosaic Co. 285,160 6,453,171 
Westlake Chemical Corp. 14,400 885,024 
  482,171,938 
Construction Materials - 0.2%   
Eagle Materials, Inc. 73,600 6,940,480 
Martin Marietta Materials, Inc. 40,200 9,008,820 
Vulcan Materials Co. 238,475 29,725,909 
  45,675,209 
Containers & Packaging - 0.5%   
Avery Dennison Corp. 9,700 817,322 
Ball Corp. 706,500 28,895,850 
Berry Global Group, Inc. (a) 520,438 30,180,200 
Crown Holdings, Inc. (a) 218,973 12,643,501 
Graphic Packaging Holding Co. 31,300 422,863 
International Paper Co. 146,100 7,725,768 
Owens-Illinois, Inc. (a) 8,100 182,817 
Packaging Corp. of America 194,800 19,900,768 
Sonoco Products Co. 11,100 562,881 
WestRock Co. 236,309 12,859,936 
  114,191,906 
Metals & Mining - 0.0%   
Compass Minerals International, Inc. (b) 105,100 6,742,165 
Nucor Corp. 116,700 6,780,270 
Reliance Steel & Aluminum Co. 7,200 525,240 
Steel Dynamics, Inc. 36,505 1,240,805 
  15,288,480 
Paper & Forest Products - 0.0%   
Domtar Corp. 58,900 2,142,782 
Schweitzer-Mauduit International, Inc. 75,400 2,810,912 
  4,953,694 
TOTAL MATERIALS  662,281,227 
REAL ESTATE - 1.5%   
Equity Real Estate Investment Trusts (REITs) - 1.5%   
Altisource Residential Corp. Class B 305,300 4,194,822 
American Tower Corp. 368,890 48,394,679 
AvalonBay Communities, Inc. 124,380 23,786,431 
Boston Properties, Inc. 42,100 5,107,572 
Colony NorthStar, Inc. 235,142 3,322,556 
Communications Sales & Leasing, Inc. 41,500 1,037,915 
CoreSite Realty Corp. 15,800 1,663,424 
Corporate Office Properties Trust (SBI) 43,100 1,453,763 
Corrections Corp. of America 67,000 1,926,250 
Crown Castle International Corp. 947,836 96,347,529 
Equinix, Inc. 47,000 20,727,470 
Equity Residential (SBI) 248,800 16,194,392 
Extra Space Storage, Inc. 30,900 2,393,823 
Gaming & Leisure Properties 18,700 686,477 
General Growth Properties, Inc. 400,000 8,912,000 
Healthcare Trust of America, Inc. 50,000 1,534,500 
Hospitality Properties Trust (SBI) 149,200 4,314,864 
Mack-Cali Realty Corp. 141,800 3,773,298 
Medical Properties Trust, Inc. 110,600 1,432,270 
Mid-America Apartment Communities, Inc. 47,600 4,852,344 
Omega Healthcare Investors, Inc. 24,800 776,736 
Outfront Media, Inc. 122,800 2,805,980 
Piedmont Office Realty Trust, Inc. Class A 128,500 2,722,915 
Prologis, Inc. 128,600 7,142,444 
Public Storage 43,554 9,379,354 
Regency Centers Corp. 239,400 14,569,884 
SBA Communications Corp. Class A (a) 17,000 2,349,060 
SL Green Realty Corp. 95,337 9,631,897 
Store Capital Corp. 260,100 5,300,838 
Sun Communities, Inc. 25,800 2,222,412 
The GEO Group, Inc. 21,000 628,740 
Ventas, Inc. 55,760 3,707,482 
VEREIT, Inc. 1,665,000 13,769,550 
Vornado Realty Trust 233,689 21,546,126 
Weyerhaeuser Co. 175,821 5,795,060 
  354,404,857 
Real Estate Management & Development - 0.0%   
CBRE Group, Inc. (a) 69,400 2,420,672 
Jones Lang LaSalle, Inc. 5,000 577,350 
  2,998,022 
TOTAL REAL ESTATE  357,402,879 
TELECOMMUNICATION SERVICES - 0.9%   
Diversified Telecommunication Services - 0.6%   
AT&T, Inc. 1,399,352 53,917,033 
Level 3 Communications, Inc. (a) 97,200 5,785,344 
Verizon Communications, Inc. 1,831,965 85,442,848 
Zayo Group Holdings, Inc. (a) 76,800 2,469,888 
  147,615,113 
Wireless Telecommunication Services - 0.3%   
T-Mobile U.S., Inc. (a) 921,689 62,140,272 
Telephone & Data Systems, Inc. 49,700 1,417,941 
  63,558,213 
TOTAL TELECOMMUNICATION SERVICES  211,173,326 
UTILITIES - 2.7%   
Electric Utilities - 2.2%   
American Electric Power Co., Inc. 54,900 3,940,722 
Duke Energy Corp. 65,600 5,620,608 
Edison International 448,223 36,561,550 
Entergy Corp. 114,000 9,012,840 
Eversource Energy 122,800 7,622,196 
Exelon Corp. 1,133,200 41,146,492 
FirstEnergy Corp. 292,400 8,549,776 
Fortis, Inc. 811,583 26,684,849 
Fortis, Inc. 577,341 19,006,073 
Great Plains Energy, Inc. 93,300 2,680,509 
NextEra Energy, Inc. 1,278,387 180,815,057 
OGE Energy Corp. 57,300 2,041,599 
PG&E Corp. 976,350 66,762,813 
Pinnacle West Capital Corp. 12,500 1,104,375 
PNM Resources, Inc. 17,400 669,900 
PPL Corp. 1,389,039 55,436,546 
Southern Co. 497,100 25,158,231 
Xcel Energy, Inc. 394,071 18,879,942 
  511,694,078 
Gas Utilities - 0.0%   
Atmos Energy Corp. 65,405 5,448,891 
Indraprastha Gas Ltd. 30,805 513,027 
National Fuel Gas Co. 6,350 360,426 
South Jersey Industries, Inc. 23,200 844,712 
  7,167,056 
Independent Power and Renewable Electricity Producers - 0.1%   
Calpine Corp. (a) 19,800 254,430 
Dynegy, Inc. (a) 56,200 464,774 
NextEra Energy Partners LP 49,700 1,716,638 
NRG Energy, Inc. 506,800 8,139,208 
NRG Yield, Inc. Class C 47,900 847,830 
Pattern Energy Group, Inc. 47,000 1,060,320 
The AES Corp. 286,800 3,349,824 
  15,833,024 
Multi-Utilities - 0.4%   
Ameren Corp. 27,100 1,537,925 
Avangrid, Inc. 96,700 4,393,081 
Black Hills Corp. 18,000 1,251,720 
CenterPoint Energy, Inc. 74,200 2,122,862 
CMS Energy Corp. 227,751 10,797,675 
Dominion Resources, Inc. 76,500 6,178,905 
DTE Energy Co. 173,931 19,048,923 
National Grid PLC 585,401 8,217,662 
NiSource, Inc. 266,030 6,935,402 
Public Service Enterprise Group, Inc. 288,500 12,956,535 
SCANA Corp. 39,900 2,721,180 
Sempra Energy 95,500 11,124,795 
  87,286,665 
TOTAL UTILITIES  621,980,823 
TOTAL COMMON STOCKS   
(Cost $13,682,900,024)  18,455,205,018 
Convertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc. Series D (a)(d) 32,084 1,066,151 
HEALTH CARE - 0.0%   
Health Care Equipment & Supplies - 0.0%   
Becton, Dickinson & Co. Series A 6.125% 37,600 1,998,816 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $3,348,003)  3,064,967 
Equity Funds - 18.7%   
Large Blend Funds - 11.0%   
BBH Core Select Fund Class N 7,018,829 156,239,127 
Fidelity SAI U.S. Large Cap Index Fund (e) 7,788,195 100,857,121 
JPMorgan U.S. Large Cap Core Plus Fund Select Class (f) 65,540,283 2,006,188,060 
PIMCO StocksPLUS Absolute Return Fund Institutional Class 24,735,530 276,790,577 
TOTAL LARGE BLEND FUNDS  2,540,074,885 
Large Growth Funds - 7.3%   
Fidelity Growth Company Fund (e) 282,263 45,577,002 
Fidelity SAI U.S. Quality Index Fund (e) 133,658,054 1,630,628,264 
TOTAL LARGE GROWTH FUNDS  1,676,205,266 
Sector Funds - 0.4%   
iShares NASDAQ Biotechnology Index ETF 352,758 100,800,599 
TOTAL EQUITY FUNDS   
(Cost $3,135,995,682)  4,317,080,750 
U.S. Treasury Obligations - 0.0%   
 Principal Amount  
U.S. Treasury Bills, yield at date of purchase 0.57% to 0.94% 6/15/17 to 10/19/17 (g)   
(Cost $7,148,764) $7,160,000 7,147,745 
Money Market Funds - 1.8%   
Fidelity Cash Central Fund, 0.86% (h) 41,155,453 41,163,685 
Fidelity Securities Lending Cash Central Fund 0.87% (h)(i) 62,318,950 62,325,182 
Invesco Government & Agency Portfolio Institutional Class 0.71%(j) 312,375,712 312,375,712 
TOTAL MONEY MARKET FUNDS   
(Cost $415,863,351)  415,864,579 
TOTAL INVESTMENT PORTFOLIO - 100.2%   
(Cost $17,245,255,824)  23,198,363,059 
NET OTHER ASSETS (LIABILITIES) - (0.2)%  (40,455,392) 
NET ASSETS - 100%  $23,157,907,667 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium Value 
Call Options     
Apple, Inc. 7/21/17 - $155.00 277 $29,446 $(83,793) 
Apple, Inc. 8/18/17 - $165.00 230 47,379 (38,755) 
Bank of America Corp. 8/18/17 - $26.00 3,123 53,090 (32,792) 
Citigroup, Inc. 8/18/17 - $65.00 1,561 215,913 (113,952) 
Costco Wholesale Corp. 10/20/17 - $178.00 92 42,043 (73,370) 
CSX Corp. 7/21/17 - $52.50 503 77,460 (158,445) 
JPMorgan Chase & Co. 8/18/17 - $90.00 880 83,616 (36,080) 
State Street Corp. 8/18/17 - $85.00 642 88,048 (95,979) 
The Boeing Co. 7/21/17 - $185.00 183 90,034 (120,780) 
TOTAL WRITTEN OPTIONS   $727,029 $(753,946) 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
1,168 CME E-mini S&P 500 Index Contracts (United States) June 2017 140,808,240 $2,525,873 

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 on loan at period end.

 (c) 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 $44,471,137.

 (d) 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 $1,066,519 or 0.0% of net assets.

 (e) Affiliated Fund

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

 (g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $5,797,593.

 (h) 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (i) Investment made with cash collateral received from securities on loan.

 (j) 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 $264,117 
Fidelity Securities Lending Cash Central Fund 80,882 
Total $344,999 

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 4,666,882 50,000,000 53,176 45,577,002 
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 
-- 1,373,382,111 1,289,479,490 2,133,740 100,857,121 
Fidelity SAI U.S.
Quality Index Fund 
1,069,207,940 502,772,417 189,500,000 20,265,068 1,630,628,264 
Fidelity Telecomm-
unications Portfolio 
63,255,428 -- 62,542,854(a) -- -- 
Fidelity Utilities
Portfolio 
78,030,558 -- 77,277,922(a) -- -- 
Total $3,782,725,261 $2,276,332,127 $4,587,144,258 $24,104,042 $1,777,062,387 

 (a) Includes the value of shares redeemed through in-kind transactions (see the Redemptions In-Kind note for additional details).


Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $2,404,950,002 $2,403,883,851 $-- $1,066,151 
Consumer Staples 1,590,548,467 1,584,846,070 5,702,397 -- 
Energy 986,881,254 986,881,254 -- -- 
Financials 2,778,000,842 2,778,000,842 -- -- 
Health Care 2,476,067,572 2,460,194,996 15,872,576 -- 
Industrials 2,046,707,578 2,046,707,578 -- -- 
Information Technology 4,322,276,015 4,315,217,499 7,058,516 -- 
Materials 662,281,227 662,281,227 -- -- 
Real Estate 357,402,879 357,402,879 -- -- 
Telecommunication Services 211,173,326 211,173,326 -- -- 
Utilities 621,980,823 621,980,823 -- -- 
Equity Funds 4,317,080,750 4,317,080,750 -- -- 
Other Short-Term Investments  7,147,745 -- 7,147,745 -- 
Money Market Funds 415,864,579 415,864,579 -- -- 
Total Investments in Securities: $23,198,363,059 $23,161,515,674 $35,781,234 $1,066,151 
Derivative Instruments:     
Assets     
Futures Contracts $2,525,873 $2,525,873 $-- $-- 
Total Assets $2,525,873 $2,525,873 $-- $-- 
Liabilities     
Written Options $(753,946) $(753,946) $-- $-- 
Total Liabilities $(753,946) $(753,946) $-- $-- 
Total Derivative Instruments: $1,771,927 $1,771,927 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $2,525,873 $0 
Written Options(b) (753,946) 
Total Equity Risk 2,525,873 (753,946) 
Total Value of Derivatives $2,525,873 $(753,946) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value (including securities loaned of $60,618,105) — See accompanying schedule:
Unaffiliated issuers (cost $15,646,821,971) 
$21,317,811,805  
Fidelity Central Funds (cost $103,487,639) 103,488,867  
Affiliated issuers (cost $1,494,946,214) 1,777,062,387  
Total Investments (cost $17,245,255,824)  $23,198,363,059 
Foreign currency held at value (cost $283,972)  286,309 
Receivable for investments sold  236,725,203 
Receivable for fund shares sold  8,209,647 
Dividends receivable  36,902,031 
Interest receivable  185,756 
Distributions receivable from Fidelity Central Funds  85,374 
Other receivables  373,496 
Total assets  23,481,130,875 
Liabilities   
Payable to custodian bank $139,810  
Payable for investments purchased 244,290,778  
Payable for fund shares redeemed 11,009,966  
Accrued management fee 4,299,873  
Payable for daily variation margin for derivative instruments 26,513  
Written options, at value (premium received $727,029) 753,946  
Other payables and accrued expenses 377,147  
Collateral on securities loaned 62,325,175  
Total liabilities  323,223,208 
Net Assets  $23,157,907,667 
Net Assets consist of:   
Paid in capital  $16,453,710,479 
Undistributed net investment income  123,480,985 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  625,135,402 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  5,955,580,801 
Net Assets, for 1,336,795,493 shares outstanding  $23,157,907,667 
Net Asset Value, offering price and redemption price per share ($23,157,907,667 ÷ 1,336,795,493 shares)  $17.32 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $346,104,461 
Affiliated issuers  24,104,042 
Interest  1,466,023 
Income from Fidelity Central Funds  344,999 
Total income  372,019,525 
Expenses   
Management fee $106,273,811  
Independent trustees' fees and expenses 279,188  
Miscellaneous 68,846  
Total expenses before reductions 106,621,845  
Expense reductions (58,555,097) 48,066,748 
Net investment income (loss)  323,952,777 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,048,167,351  
Fidelity Central Funds 6,811  
Affiliated issuers 35,565,824  
Foreign currency transactions 430,150  
Futures contracts 34,333,925  
Written options 1,643,631  
Realized gain distributions from underlying funds:   
Unaffiliated issuers 126,560,411  
Affiliated issuers 9,237,342  
Total net realized gain (loss)  1,255,945,445 
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of increase in deferred foreign taxes of $17,703) 
2,317,359,983  
Assets and liabilities in foreign currencies 4,027  
Futures contracts (7,475,873)  
Written options (26,917)  
Total change in net unrealized appreciation (depreciation)  2,309,861,220 
Net gain (loss)  3,565,806,665 
Net increase (decrease) in net assets resulting from operations  $3,889,759,442 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $323,952,777 $314,529,995 
Net realized gain (loss) 1,255,945,445 28,010,733 
Change in net unrealized appreciation (depreciation) 2,309,861,220 (561,892,151) 
Net increase (decrease) in net assets resulting from operations 3,889,759,442 (219,351,423) 
Distributions to shareholders from net investment income (280,132,089) (298,493,508) 
Distributions to shareholders from net realized gain (376,121,471) (1,038,755,853) 
Total distributions (656,253,560) (1,337,249,361) 
Share transactions   
Proceeds from sales of shares 2,346,107,317 5,107,691,854 
Reinvestment of distributions 654,632,342 1,333,719,412 
Cost of shares redeemed (6,713,197,504) (5,745,703,422) 
Net increase (decrease) in net assets resulting from share transactions (3,712,457,845) 695,707,844 
Total increase (decrease) in net assets (478,951,963) (860,892,940) 
Net Assets   
Beginning of period 23,636,859,630 24,497,752,570 
End of period $23,157,907,667 $23,636,859,630 
Other Information   
Undistributed net investment income end of period $123,480,985 $91,406,642 
Shares   
Sold 146,302,124 351,359,217 
Issued in reinvestment of distributions 41,453,021 87,933,538 
Redeemed (419,083,144) (391,230,777) 
Net increase (decrease) (231,327,999) 48,061,978 

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


Financial Highlights — Strategic Advisers Core Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $15.07 $16.12 $15.56 $14.00 $11.28 
Income from Investment Operations      
Net investment income (loss)A .22 .19 .19 .16 .17 
Net realized and unrealized gain (loss) 2.48 (.37) 1.51 2.52 2.89 
Total from investment operations 2.70 (.18) 1.70 2.68 3.06 
Distributions from net investment income (.19) (.19) (.16) (.14) (.16) 
Distributions from net realized gain (.26) (.68) (.98) (.98) (.18) 
Total distributions (.45) (.87) (1.14) (1.12) (.34) 
Net asset value, end of period $17.32 $15.07 $16.12 $15.56 $14.00 
Total ReturnB 18.22% (1.10)% 11.37% 20.15% 27.75% 
Ratios to Average Net AssetsC,D      
Expenses before reductions .46% .43% .42% .46% .44% 
Expenses net of fee waivers, if any .21% .18% .17% .20% .19% 
Expenses net of all reductions .21% .18% .17% .20% .19% 
Net investment income (loss) 1.40% 1.32% 1.22% 1.07% 1.36% 
Supplemental Data      
Net assets, end of period (000 omitted) $23,157,908 $23,636,860 $24,497,753 $14,197,329 $10,785,567 
Portfolio turnover rateE 100% 85% 104% 109% 73% 

 A Calculated based on average shares outstanding during the period.

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

 C 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.

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

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


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


Notes to Financial Statements

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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. 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, 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 May 31, 2017 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 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

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 $6,062,989,137 
Gross unrealized depreciation (243,203,128) 
Net unrealized appreciation (depreciation) on securities $5,819,786,009 
Tax Cost $17,378,577,050 

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

Undistributed ordinary income $247,446,524 
Undistributed long-term capital gain $637,376,432 
Net unrealized appreciation (depreciation) on securities and other investments $5,819,751,405 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $331,699,801 $ 507,258,616 
Long-term Capital Gains 324,553,759 829,990,745 
Total $656,253,560 $ 1,337,249,361 

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 $34,333,925 $(7,475,873) 
Written Options 1,643,631 (26,917) 
Totals $35,977,556 $(7,502,790) 

A summary of the value of derivatives by primary risk exposure as of period end 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 60,781 4,491,441 
Options Exercised (21,338) (1,814,409) 
Options Closed (14,044) (814,177) 
Options Expired (17,908) (1,135,826) 
Outstanding at end of period 7,491 $727,029 

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 $22,681,800,125 and $26,447,174,480, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers (the investment adviser) provides the Fund with investment management related services. For these services, the Fund pays a monthly management fee to the investment adviser. The management fee is calculated by adding the annual management fee rate of .25% of the Fund's average net assets throughout the month payable to the investment adviser to the aggregate of the fee rates, payable monthly, to the Fund's sub-advisers. The Fund's maximum aggregate management fee will not exceed 1.00% of the Fund's average net assets. For the reporting period, the total annual management fee rate was .46% 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 $111,686 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 and Securities Lending Cash Central Fund seek preservation of capital and current income and are 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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 $68,846 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. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $80,882.

9. 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 $57,952,833.

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 $576,893.

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 $20,785 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 $4,586.

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.

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 Fund:

Fidelity SAI U.S. Quality Index Fund 32% 

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Core Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Core Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 19, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Actual .22% $1,000.00 $1,110.60 $1.16 
Hypothetical-C  $1,000.00 $1,023.83 $1.11 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Core Fund voted to pay on July 10, 2017, to shareholders of record at the opening of business on July 07, 2017 a distribution of $0.558 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.093 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $882,523,946, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% and 83% of the dividends distributed in July and December, respectively, during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 100% and 90% of the dividends distributed in July and December, respectively, during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Core Fund

On March 7, 2017, 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 J.P. Morgan Investment Management Inc. (J.P. Morgan) to add an additional investment mandate (the Amended Sub-Advisory Agreement) for 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, which was amended to add a new investment mandate.

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, Inc. (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. 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 J.P. Morgan from its oversight of J.P. Morgan as a sub-adviser on an existing investment mandate on behalf of the fund and other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to the fund and other Strategic Advisers funds will also provide services to the fund on behalf of the new investment mandate. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by J.P. Morgan under the new investment mandate on behalf of the fund. The Board also considered the structure of J.P. Morgan's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund under the new investment mandate 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 J.P. Morgan will utilize a different investment mandate to manage the fund than it currently uses on behalf of the fund and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund under the new investment mandate and its use of technology. The Board noted that J.P. Morgan'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 J.P. Morgan's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by J.P. Morgan in connection with the annual renewal of the Current Sub-Advisory Agreement and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of J.P. Morgan 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 Amended Sub-Advisory Agreement should continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Amended 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 J.P. Morgan and the projected change in the fund's total management fee and total operating expenses, if any, as a result of the new investment mandate.

The Board considered that the Amended Sub-Advisory Agreement will not result in any changes to the fund's total management fee or total fund expenses of the fund because Strategic Advisers does not expect to allocate any assets of the fund to J.P. Morgan under the new investment mandate at this time. The Board also considered that the Amended Sub-Advisory Agreement will not result in any changes to the fund's maximum aggregate annual management fee rate, Strategic Advisers' portion of the fund's management fee or Strategic Advisers' contractual management fee waiver for the fund. In addition, the Board considered that Strategic Advisers' portion of the management fee will continue to be all-inclusive and that Strategic Advisers will continue to pay the fund's operating expenses, with certain limited exceptions, out of its portion of the management fee. Based on its review, the Board concluded that the fund's management fee structure and total expenses continue to bear a reasonable relationship to the services that the fund and its shareholders will receive and the other factors considered.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) 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 or Strategic Advisers portion of the management fee, the Board did not consider the costs of services and profitability to be significant factors in its decision to approve the Amended Sub-Advisory Agreement.

Potential Fall-Out Benefits.  The Board considered that it reviews information regarding the potential of direct and indirect benefits to Strategic Advisers and its affiliates and each sub-adviser 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 and each sub-advisory agreement. With respect to the Amended Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the addition of the new investment mandate 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 under the Amended Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers.

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 continues to bear a reasonable relationship to the services to be rendered and that the Amended Sub-Advisory Agreement should be approved because the agreement is in the best interests of the fund and its shareholders. The Board also concluded that the sub-advisory fees to be charged thereunder will be based on services provided that will be in addition to, rather than duplicative of services provided under the advisory contract of any underlying fund in which the fund may invest. In addition, the Board concluded that the approval of the Amended Sub-Advisory Agreement does not involve a conflict of interest from which Strategic Advisers or its affiliates derive an inappropriate advantage.

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-ANN-0717
1.902940.108


Strategic Advisers® Growth Fund

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



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Growth Fund 19.87% 15.29% 14.07% 

 A From June 2, 2010


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Growth Fund on June 2, 2010, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.


Period Ending Values

$25,137Strategic Advisers® Growth Fund

$27,281Russell 1000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund rose 19.87%, slightly trailing the 20.27% return of the benchmark Russell 1000® Growth Index. Underlying managers holding large-cap aggressive-growth stocks performed particularly well this period, bolstering the Fund’s relative performance. Conversely, managers pursuing valuation-driven strategies underperformed and detracted versus the benchmark. Fidelity® Growth Company Fund was the top relative contributor, as its aggressive, all-cap growth strategy yielded strong stock picks in the information technology, industrials and consumer discretionary sectors. Sub-advisor ClariVest Asset Management also contributed, as this manager's quantitative strategy with a momentum bias led it to overweight the technology sector, within which it also benefited from favorable stock picks. On the downside, the Focused Growth strategy managed by sub-adviser FIAM® fell out of favor during the period and also was hampered by selections in consumer discretionary and health care. Sub-adviser Waddell & Reed’s quality-growth strategy worked against relative performance due to unfavorable positioning in several sectors. We defunded this strategy early in the period. As of period end, we had defunded sub-adviser Morgan Stanley Investment Management due to concern about the longer-term performance of its strategy.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents) % of fund's net assets % of fund's net assets 6 months ago 
Fidelity Growth Company Fund 15.5 13.5 
Fidelity SAI U.S. Quality Index Fund 9.0 8.1 
Columbia Select Large Cap Growth Fund Class R5 5.2 4.1 
Apple, Inc. 3.9 3.3 
Facebook, Inc. Class A 2.4 2.2 
Amazon.com, Inc. 2.2 2.0 
Alphabet, Inc. Class C 2.2 2.0 
Microsoft Corp. 2.1 2.1 
Alphabet, Inc. Class A 2.1 1.9 
UnitedHealth Group, Inc. 1.6 1.4 
 46.2  

Top Five Market Sectors as of May 31, 2017

(stocks only) % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 26.3 25.7 
Consumer Discretionary 11.9 13.0 
Health Care 10.7 12.0 
Consumer Staples 6.5 7.0 
Industrials 6.5 7.0 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 68.6% 
   Preferred Stocks 0.1% 
   Large Growth Funds 29.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.6% 


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% 


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 68.6%   
 Shares Value 
CONSUMER DISCRETIONARY - 11.8%   
Auto Components - 0.5%   
Lear Corp. 335,275 $49,969,386 
Automobiles - 0.2%   
Thor Industries, Inc. 198,800 17,997,364 
Hotels, Restaurants & Leisure - 2.3%   
Carnival Corp. 290,975 18,642,768 
Domino's Pizza, Inc. 265,995 56,316,461 
International Game Technology PLC 336,934 5,980,579 
Marriott International, Inc. Class A 195,821 21,080,131 
McDonald's Corp. 492,430 74,302,763 
Starbucks Corp. 378,166 24,055,139 
Wyndham Worldwide Corp. 240,200 24,257,798 
Yum China Holdings, Inc. 364,357 13,994,952 
Yum! Brands, Inc. 247,857 18,004,332 
  256,634,923 
Household Durables - 0.4%   
D.R. Horton, Inc. 846,700 27,678,623 
Mohawk Industries, Inc. (a) 63,522 15,200,815 
  42,879,438 
Internet & Direct Marketing Retail - 2.7%   
Amazon.com, Inc. (a) 243,086 241,778,197 
Expedia, Inc. 115,330 16,582,147 
Priceline Group, Inc. (a) 21,576 40,500,094 
  298,860,438 
Media - 2.3%   
Charter Communications, Inc. Class A (a) 111,896 38,665,663 
Comcast Corp. Class A 2,718,020 113,314,254 
Omnicom Group, Inc. 277,860 23,262,439 
The Walt Disney Co. 320,447 34,589,049 
Twenty-First Century Fox, Inc. Class A 611,530 16,584,694 
Viacom, Inc. Class B (non-vtg.) 876,150 30,481,259 
  256,897,358 
Multiline Retail - 0.1%   
Dollar Tree, Inc. (a) 170,072 13,214,594 
Specialty Retail - 3.2%   
AutoZone, Inc. (a) 83,759 50,751,253 
Best Buy Co., Inc. 470,800 27,960,812 
Dick's Sporting Goods, Inc. 354,200 14,568,246 
Foot Locker, Inc. 326,000 19,367,660 
Home Depot, Inc. 972,409 149,274,506 
Ross Stores, Inc. 514,027 32,856,606 
TJX Companies, Inc. 622,180 46,794,158 
Urban Outfitters, Inc. (a)(b) 440,424 8,310,801 
  349,884,042 
Textiles, Apparel & Luxury Goods - 0.1%   
NIKE, Inc. Class B 142,396 7,545,564 
TOTAL CONSUMER DISCRETIONARY  1,293,883,107 
CONSUMER STAPLES - 6.5%   
Beverages - 2.0%   
Constellation Brands, Inc. Class A (sub. vtg.) 176,188 32,198,357 
Monster Beverage Corp. (a) 757,665 38,307,542 
PepsiCo, Inc. 1,040,924 121,652,788 
The Coca-Cola Co. 701,619 31,902,616 
  224,061,303 
Food & Staples Retailing - 0.5%   
Costco Wholesale Corp. 62,691 11,311,337 
CVS Health Corp. 165,500 12,715,365 
Wal-Mart Stores, Inc. 431,800 33,939,480 
  57,966,182 
Food Products - 2.4%   
Archer Daniels Midland Co. 435,444 18,105,762 
Bunge Ltd. 134,594 10,763,482 
Danone SA sponsored ADR 2,189,770 32,616,624 
Ingredion, Inc. 136,200 15,539,058 
Kellogg Co. 490,550 35,123,380 
Mondelez International, Inc. 1,190,671 55,473,362 
Pinnacle Foods, Inc. 313,100 19,509,261 
The Hershey Co. 217,900 25,117,333 
The J.M. Smucker Co. 105,439 13,480,376 
Tyson Foods, Inc. Class A 580,262 33,272,223 
  259,000,861 
Household Products - 0.3%   
Procter & Gamble Co. 338,642 29,830,974 
Personal Products - 0.2%   
Estee Lauder Companies, Inc. Class A 234,604 22,085,621 
Tobacco - 1.1%   
Altria Group, Inc. 440,660 33,243,390 
Philip Morris International, Inc. 766,834 91,866,713 
  125,110,103 
TOTAL CONSUMER STAPLES  718,055,044 
ENERGY - 0.8%   
Energy Equipment & Services - 0.3%   
Halliburton Co. 361,400 16,331,666 
Schlumberger Ltd. 270,847 18,848,243 
  35,179,909 
Oil, Gas & Consumable Fuels - 0.5%   
EOG Resources, Inc. 203,400 18,369,054 
Hess Corp. 441,980 20,282,462 
ONEOK, Inc. (b) 212,568 10,560,378 
Parsley Energy, Inc. Class A (a) 158,786 4,708,005 
  53,919,899 
TOTAL ENERGY  89,099,808 
FINANCIALS - 3.0%   
Banks - 0.9%   
Bank of America Corp. 1,652,029 37,021,970 
JPMorgan Chase & Co. 545,420 44,806,253 
Zions Bancorporation 252,800 10,129,696 
  91,957,919 
Capital Markets - 1.0%   
Bank of New York Mellon Corp. 670,800 31,608,096 
FactSet Research Systems, Inc. 101,252 16,776,444 
Morgan Stanley 491,700 20,523,558 
SEI Investments Co. 527,095 26,402,189 
State Street Corp. 183,300 14,931,618 
  110,241,905 
Consumer Finance - 0.5%   
American Express Co. 173,599 13,356,707 
Capital One Financial Corp. 278,760 21,442,219 
Discover Financial Services 393,819 23,117,175 
  57,916,101 
Diversified Financial Services - 0.2%   
Valvoline, Inc. 908,099 20,314,175 
Varex Imaging Corp. (a) 52,959 1,819,142 
  22,133,317 
Insurance - 0.4%   
MetLife, Inc. 337,936 17,096,182 
Progressive Corp. 262,500 11,137,875 
Prudential Financial, Inc. 157,033 16,464,910 
  44,698,967 
TOTAL FINANCIALS  326,948,209 
HEALTH CARE - 10.7%   
Biotechnology - 3.1%   
AbbVie, Inc. 304,900 20,129,498 
Alexion Pharmaceuticals, Inc. (a) 132,091 12,948,881 
Amgen, Inc. 479,673 74,464,437 
Biogen, Inc. (a) 177,499 43,978,927 
BioMarin Pharmaceutical, Inc. (a) 265,680 23,284,195 
Celgene Corp. (a) 617,467 70,644,399 
Gilead Sciences, Inc. 1,069,207 69,380,842 
Regeneron Pharmaceuticals, Inc. (a) 64,041 29,398,661 
  344,229,840 
Health Care Equipment & Supplies - 1.9%   
Edwards Lifesciences Corp. (a) 607,283 69,880,055 
Hologic, Inc. (a) 344,917 14,938,355 
Medtronic PLC 701,220 59,098,822 
Stryker Corp. 122,644 17,533,186 
The Cooper Companies, Inc. 128,000 28,000,000 
Varian Medical Systems, Inc. (a) 230,010 22,775,590 
  212,226,008 
Health Care Providers & Services - 2.8%   
Aetna, Inc. 197,900 28,667,794 
Express Scripts Holding Co. (a) 462,641 27,642,800 
HCA Holdings, Inc. (a) 303,491 24,858,948 
Humana, Inc. 37,458 8,699,995 
Laboratory Corp. of America Holdings (a) 193,500 26,896,500 
McKesson Corp. 99,418 16,214,082 
UnitedHealth Group, Inc. 981,174 171,882,061 
  304,862,180 
Health Care Technology - 0.2%   
Cerner Corp. (a) 362,432 23,684,931 
Life Sciences Tools & Services - 1.2%   
Agilent Technologies, Inc. 405,530 24,469,680 
Thermo Fisher Scientific, Inc. 585,300 101,133,987 
  125,603,667 
Pharmaceuticals - 1.5%   
Eli Lilly & Co. 491,053 39,073,087 
Merck & Co., Inc. 837,666 54,540,433 
Novartis AG sponsored ADR 247,867 20,268,085 
Novo Nordisk A/S Series B sponsored ADR 725,476 30,738,418 
Pfizer, Inc. 490,562 16,016,849 
  160,636,872 
TOTAL HEALTH CARE  1,171,243,498 
INDUSTRIALS - 6.5%   
Aerospace & Defense - 2.0%   
General Dynamics Corp. 124,300 25,263,975 
Lockheed Martin Corp. 68,700 19,313,631 
Northrop Grumman Corp. 259,745 67,331,099 
Orbital ATK, Inc. 70,267 7,143,343 
Spirit AeroSystems Holdings, Inc. Class A 185,783 10,123,316 
Textron, Inc. 315,172 15,065,222 
United Technologies Corp. 621,362 75,358,783 
  219,599,369 
Air Freight & Logistics - 1.1%   
Expeditors International of Washington, Inc. 508,217 27,128,623 
FedEx Corp. 200,573 38,879,070 
United Parcel Service, Inc. Class B 541,591 57,392,398 
  123,400,091 
Airlines - 0.4%   
Copa Holdings SA Class A (b) 262,021 29,618,854 
Delta Air Lines, Inc. 207,800 10,209,214 
  39,828,068 
Building Products - 0.5%   
Lennox International, Inc. 62,198 11,015,266 
Owens Corning 738,352 46,073,165 
  57,088,431 
Industrial Conglomerates - 0.5%   
Honeywell International, Inc. 289,030 38,438,100 
Roper Technologies, Inc. 72,072 16,374,758 
  54,812,858 
Machinery - 1.0%   
Caterpillar, Inc. 107,810 11,366,408 
Deere & Co. 383,150 46,920,549 
Ingersoll-Rand PLC 291,200 26,091,520 
Oshkosh Corp. 185,100 11,683,512 
Parker Hannifin Corp. 85,800 13,510,926 
  109,572,915 
Road & Rail - 0.3%   
CSX Corp. 237,500 12,865,375 
Union Pacific Corp. 167,883 18,517,495 
  31,382,870 
Trading Companies & Distributors - 0.7%   
HD Supply Holdings, Inc. (a) 514,400 20,756,040 
MSC Industrial Direct Co., Inc. Class A 126,847 10,647,537 
United Rentals, Inc. (a) 218,811 23,791,320 
Univar, Inc. (a) 550,310 16,740,430 
  71,935,327 
TOTAL INDUSTRIALS  707,619,929 
INFORMATION TECHNOLOGY - 26.3%   
Communications Equipment - 0.9%   
Cisco Systems, Inc. 2,112,806 66,616,773 
Juniper Networks, Inc. 918,600 26,942,538 
  93,559,311 
Electronic Equipment & Components - 0.1%   
Keysight Technologies, Inc. (a) 281,495 10,876,967 
Internet Software & Services - 7.8%   
Alibaba Group Holding Ltd. sponsored ADR (a)(b) 446,597 54,690,269 
Alphabet, Inc.:   
Class A (a) 229,393 226,431,536 
Class C (a) 248,424 239,694,381 
Dropbox, Inc. Class B (a)(c) 286,254 3,578,175 
eBay, Inc. (a) 2,018,797 69,244,737 
Facebook, Inc. Class A (a) 1,725,093 261,282,586 
SurveyMonkey (a)(c) 163,411 1,913,543 
  856,835,227 
IT Services - 4.5%   
Accenture PLC Class A 242,873 30,230,402 
Alliance Data Systems Corp. 159,300 38,412,009 
Amdocs Ltd. 129,478 8,387,585 
Automatic Data Processing, Inc. 84,600 8,660,502 
DXC Technology Co. 284,287 22,037,928 
Fidelity National Information Services, Inc. 870,800 74,775,596 
Fiserv, Inc. (a) 225,800 28,288,224 
FleetCor Technologies, Inc. (a) 178,479 25,752,735 
Global Payments, Inc. 394,680 36,156,635 
IBM Corp. 50,802 7,753,909 
MasterCard, Inc. Class A 306,000 37,601,280 
PayPal Holdings, Inc. (a) 714,517 37,304,933 
Total System Services, Inc. 302,768 18,029,834 
Vantiv, Inc. (a) 461,912 28,971,121 
Visa, Inc. Class A 984,325 93,737,270 
  496,099,963 
Semiconductors & Semiconductor Equipment - 3.1%   
Analog Devices, Inc. 526,319 45,137,117 
Applied Materials, Inc. 1,271,200 58,322,656 
KLA-Tencor Corp. 74,200 7,716,800 
Lam Research Corp. 264,600 41,057,982 
Microchip Technology, Inc. 222,600 18,542,580 
NVIDIA Corp. 527,698 76,173,206 
Qualcomm, Inc. 1,215,928 69,636,197 
Texas Instruments, Inc. 292,449 24,124,118 
  340,710,656 
Software - 5.6%   
Activision Blizzard, Inc. 751,140 44,001,781 
Adobe Systems, Inc. (a) 428,477 60,783,747 
Autodesk, Inc. (a) 362,423 40,508,019 
Electronic Arts, Inc. (a) 687,188 77,879,016 
Intuit, Inc. 251,580 35,382,211 
Microsoft Corp. 3,280,497 229,109,910 
Oracle Corp. 2,047,906 92,954,453 
Synopsys, Inc. (a) 385,800 28,884,846 
  609,503,983 
Technology Hardware, Storage & Peripherals - 4.3%   
Apple, Inc. 2,793,075 426,670,137 
NCR Corp. (a) 432,833 16,677,055 
NetApp, Inc. 728,889 29,512,716 
  472,859,908 
TOTAL INFORMATION TECHNOLOGY  2,880,446,015 
MATERIALS - 2.1%   
Chemicals - 1.6%   
Air Products & Chemicals, Inc. 133,858 19,283,583 
Ashland Global Holdings, Inc. 330,790 22,010,767 
FMC Corp. 260,020 19,597,707 
LyondellBasell Industries NV Class A 298,422 24,028,939 
Monsanto Co. 698,723 82,044,055 
Sherwin-Williams Co. 20,017 6,641,040 
  173,606,091 
Containers & Packaging - 0.3%   
Berry Global Group, Inc. (a) 281,830 16,343,322 
Owens-Illinois, Inc. (a) 630,300 14,225,871 
  30,569,193 
Metals & Mining - 0.2%   
Freeport-McMoRan, Inc. (a) 486,720 5,592,413 
Steel Dynamics, Inc. 734,000 24,948,660 
  30,541,073 
TOTAL MATERIALS  234,716,357 
REAL ESTATE - 0.6%   
Equity Real Estate Investment Trusts (REITs) - 0.6%   
Alexandria Real Estate Equities, Inc. 195,460 22,806,273 
American Tower Corp. 92,000 12,069,480 
Equity Lifestyle Properties, Inc. 119,503 10,086,053 
Public Storage 31,030 6,682,311 
Simon Property Group, Inc. 105,485 16,271,061 
  67,915,178 
TELECOMMUNICATION SERVICES - 0.2%   
Diversified Telecommunication Services - 0.2%   
Verizon Communications, Inc. 384,443 17,930,422 
UTILITIES - 0.1%   
Independent Power and Renewable Electricity Producers - 0.1%   
The AES Corp. 790,612 9,234,348 
TOTAL COMMON STOCKS   
(Cost $4,521,486,737)  7,517,091,915 
Convertible Preferred Stocks - 0.1%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc. Series D (a)(c) 98,859 10,380,195 
INFORMATION TECHNOLOGY - 0.0%   
Internet Software & Services - 0.0%   
Dropbox, Inc. Series A (a)(c) 28,508 356,350 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $4,282,822)  10,736,545 
Equity Funds - 29.7%   
Large Growth Funds - 29.7%   
Columbia Select Large Cap Growth Fund Class R5 33,140,530 566,703,055 
Fidelity Growth Company Fund (d) 10,539,674 1,701,841,148 
Fidelity SAI U.S. Quality Index Fund (d) 81,030,344 988,570,199 
TOTAL EQUITY FUNDS   
(Cost $2,450,791,728)  3,257,114,402 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 0.79% to 0.89% 7/20/17 to 8/17/17 (e)   
(Cost $4,082,432) $4,089,000 4,082,246 
 Shares Value 
Money Market Funds - 2.0%   
Fidelity Securities Lending Cash Central Fund 0.87% (f)(g) 52,060,796 52,066,002 
Invesco Government & Agency Portfolio Institutional Class 0.71%(h) 168,856,090 168,856,090 
TOTAL MONEY MARKET FUNDS   
(Cost $220,922,479)  220,922,092 
TOTAL INVESTMENT PORTFOLIO - 100.4%   
(Cost $7,201,566,198)  11,009,947,200 
NET OTHER ASSETS (LIABILITIES) - (0.4)%  (44,993,320) 
NET ASSETS - 100%  $10,964,953,880 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
1,649 ICE Russell 1000 Growth Index Contracts (United States) June 2017 98,634,935 $4,651,364 

The face value of futures purchased as a percentage of Net Assets is 0.9%

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (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 $16,228,263 or 0.1% of net assets.

 (d) Affiliated Fund

 (e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $3,972,397.

 (f) 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (g) Investment made with cash collateral received from securities on loan.

 (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 
Airbnb, Inc. Series D 4/16/14 $4,024,850 
Dropbox, Inc. Class B 5/1/12 $2,591,086 
Dropbox, Inc. Series A 5/25/12 $257,972 
SurveyMonkey 11/25/14 $2,688,111 

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 Securities Lending Cash Central Fund $1,870 

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 $321,199,936 $50,000,000 $925,213 $1,701,841,148 
Fidelity SAI U.S. Quality Index Fund 358,091,164 610,127,679 127,000,000 10,694,505 988,570,199 
Total $1,500,834,958 $931,327,615 $177,000,000 $11,619,718 $2,690,411,347 

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $1,304,263,302 $1,293,883,107 $-- $10,380,195 
Consumer Staples 718,055,044 718,055,044 -- -- 
Energy 89,099,808 89,099,808 -- -- 
Financials 326,948,209 326,948,209 -- -- 
Health Care 1,171,243,498 1,171,243,498 -- -- 
Industrials 707,619,929 707,619,929 -- -- 
Information Technology 2,880,802,365 2,874,954,297 -- 5,848,068 
Materials 234,716,357 234,716,357 -- -- 
Real Estate 67,915,178 67,915,178 -- -- 
Telecommunication Services 17,930,422 17,930,422 -- -- 
Utilities 9,234,348 9,234,348 -- -- 
Equity Funds 3,257,114,402 3,257,114,402 -- -- 
Other Short-Term Investments 4,082,246 -- 4,082,246 -- 
Money Market Funds 220,922,092 220,922,092 -- -- 
Total Investments in Securities: $11,009,947,200 $10,989,636,691 $4,082,246 $16,228,263 
Derivative Instruments:     
Assets     
Futures Contracts $4,651,364 $4,651,364 $-- $-- 
Total Assets $4,651,364 $4,651,364 $-- $-- 
Total Derivative Instruments: $4,651,364 $4,651,364 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $4,651,364 $0 
Total Equity Risk 4,651,364 
Total Value of Derivatives $4,651,364 $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

  May 31, 2017 
Assets   
Investment in securities, at value (including securities loaned of $50,573,133) — See accompanying schedule:
Unaffiliated issuers (cost $5,201,041,435) 
$8,267,469,851  
Fidelity Central Funds (cost $52,066,389) 52,066,002  
Affiliated issuers (cost $1,948,458,374) 2,690,411,347  
Total Investments (cost $7,201,566,198)  $11,009,947,200 
Foreign currency held at value (cost $13,636)  14,391 
Receivable for investments sold  612,586 
Receivable for fund shares sold  3,832,490 
Dividends receivable  10,216,902 
Distributions receivable from Fidelity Central Funds  1,871 
Receivable for daily variation margin for derivative instruments  83,234 
Prepaid expenses  56,176 
Other receivables  188,827 
Total assets  11,024,953,677 
Liabilities   
Payable for fund shares redeemed $5,251,906  
Accrued management fee 1,283,052  
Other affiliated payables 1,149,717  
Other payables and accrued expenses 248,722  
Collateral on securities loaned 52,066,400  
Total liabilities  59,999,797 
Net Assets  $10,964,953,880 
Net Assets consist of:   
Paid in capital  $6,650,293,294 
Undistributed net investment income  31,676,597 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  469,950,868 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  3,813,033,121 
Net Assets, for 611,517,602 shares outstanding  $10,964,953,880 
Net Asset Value, offering price and redemption price per share ($10,964,953,880 ÷ 611,517,602 shares)  $17.93 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $114,015,966 
Affiliated issuers  11,619,718 
Interest  311,001 
Income from Fidelity Central Funds  1,870 
Total income  125,948,555 
Expenses   
Management fee $42,776,163  
Transfer agent fees 12,825,583  
Accounting fees 1,317,326  
Custodian fees and expenses 96,119  
Independent trustees' fees and expenses 128,993  
Registration fees 74,143  
Audit 81,154  
Legal 75,425  
Miscellaneous 200,719  
Total expenses before reductions 57,575,625  
Expense reductions (27,105,112) 30,470,513 
Net investment income (loss)  95,478,042 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 974,726,207  
Fidelity Central Funds (11)  
Affiliated issuers 12,820,425  
Foreign currency transactions 17,799  
Futures contracts 87,158,837  
Realized gain distributions from underlying funds:   
Unaffiliated issuers 47,741,178  
Affiliated issuers 82,707,896  
Total net realized gain (loss)  1,205,172,331 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
679,284,010  
Assets and liabilities in foreign currencies 898  
Futures contracts 2,618,355  
Total change in net unrealized appreciation (depreciation)  681,903,263 
Net gain (loss)  1,887,075,594 
Net increase (decrease) in net assets resulting from operations  $1,982,553,636 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $95,478,042 $93,291,122 
Net realized gain (loss) 1,205,172,331 622,272,662 
Change in net unrealized appreciation (depreciation) 681,903,263 (831,489,007) 
Net increase (decrease) in net assets resulting from operations 1,982,553,636 (115,925,223) 
Distributions to shareholders from net investment income (93,952,653) (82,792,975) 
Distributions to shareholders from net realized gain (947,878,670) (638,862,712) 
Total distributions (1,041,831,323) (721,655,687) 
Share transactions   
Proceeds from sales of shares 1,262,990,627 1,732,660,773 
Reinvestment of distributions 1,038,085,983 719,255,590 
Cost of shares redeemed (3,239,442,386) (3,785,909,086) 
Net increase (decrease) in net assets resulting from share transactions (938,365,776) (1,333,992,723) 
Total increase (decrease) in net assets 2,356,537 (2,171,573,633) 
Net Assets   
Beginning of period 10,962,597,343 13,134,170,976 
End of period $10,964,953,880 $10,962,597,343 
Other Information   
Undistributed net investment income end of period $31,676,597 $38,300,004 
Shares   
Sold 76,190,260 105,285,014 
Issued in reinvestment of distributions 64,942,406 42,548,390 
Redeemed (193,497,248) (230,381,540) 
Net increase (decrease) (52,364,582) (82,548,136) 

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


Financial Highlights — Strategic Advisers Growth Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $16.51 $17.60 $16.51 $14.71 $12.13 
Income from Investment Operations      
Net investment income (loss)A .15 .13 .12 .12 .12 
Net realized and unrealized gain (loss) 2.89 (.23) 2.10 3.01 2.57 
Total from investment operations 3.04 (.10) 2.22 3.13 2.69 
Distributions from net investment income (.15) (.12) (.12) (.10) (.10) 
Distributions from net realized gain (1.47) (.88) (1.01) (1.23) B 
Total distributions (1.62) (.99)C (1.13) (1.33) (.11)D 
Net asset value, end of period $17.93 $16.51 $17.60 $16.51 $14.71 
Total ReturnE 19.87% (.62)% 13.99% 22.64% 22.29% 
Ratios to Average Net AssetsF      
Expenses before reductions .54% .57% .56% .56% .62% 
Expenses net of fee waivers, if any .28% .32% .31% .31% .37% 
Expenses net of all reductions .28% .32% .31% .31% .37% 
Net investment income (loss) .89% .79% .73% .75% .89% 
Supplemental Data      
Net assets, end of period (000 omitted) $10,964,954 $10,962,597 $13,134,171 $12,141,245 $9,084,200 
Portfolio turnover rateG 38% 30% 40% 39% 73% 

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

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


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


Notes to Financial Statements

For the period ended May 31, 2017

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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 May 31, 2017 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 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds, 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 $3,890,557,662 
Gross unrealized depreciation (94,533,653) 
Net unrealized appreciation (depreciation) on securities $3,796,024,009 
Tax Cost $7,213,923,191 

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

Undistributed ordinary income $31,859,666 
Undistributed long-term capital gain $486,961,618 
Net unrealized appreciation (depreciation) on securities and other investments $3,796,024,764 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $93,952,653 $ 82,792,975 
Long-term Capital Gains 947,878,670 638,862,712 
Total $1,041,831,323 $ 721,655,687 

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 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 recognized net realized gain (loss) of $87,158,837 and a change in net unrealized appreciation (depreciation) of $2,618,355 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Underlying Fund shares), other than short-term securities, aggregated $3,941,304,398 and $5,593,495,757, 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 annual management fee rate was .40% 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. ClariVest Asset Management LLC, Loomis Sayles & Company, L.P., Massachusetts Financial Services Company (MFS), Morgan Stanley Investment Management, Inc. (through March 31, 2017), 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, Morgan Stanley Investment Management, Inc. 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 annual 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 accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions, and is paid by the investment adviser or an affiliate.

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 $27,601 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. 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 Securities Lending 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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 $28,646 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. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,870.

9. 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 $26,906,756.

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 $190,300 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 $4,320.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $3,736.

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.

The Fund does not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Fund within its principal investment strategies may represent a significant portion of an Underlying Fund's net assets. At the end of the period, the Fund was the owner of record of approximately 20% of the total outstanding shares of Fidelity SAI U.S. Quality Index Fund.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Growth Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Growth Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 14, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

Actual Expenses

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

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Actual .27% $1,000.00 $1,152.40 $1.45 
Hypothetical-C  $1,000.00 $1,023.59 $1.36 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Growth Fund voted to pay on July 10, 2017, to shareholders of record at the opening of business on July 07, 2017, a distribution of $0.799 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.053 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $1,164,091,773 or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

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-ANN-0717
1.907404.108


Strategic Advisers® Value Fund

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



Annual Report

May 31, 2017




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contract 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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended May 31, 2017 Past 1 year Past 5 years Life of fundA 
Strategic Advisers® Value Fund 15.56% 14.39% 13.10% 

 A From December 30, 2008


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Strategic Advisers® Value Fund on December 30, 2008, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.


Period Ending Values

$28,201Strategic Advisers® Value Fund

$28,997Russell 1000® Value Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 17.47% for the year ending May 31, 2017, rising sharply following the November election and continuing to gain ground through the end of February on optimism for President Trump’s pro-business agenda. Equity markets leveled off, however, as the fledgling administration faced the first test of its domestic agenda. Stocks reacted with uncertainty to efforts by Congress in March to repeal and replace the Affordable Care Act (ACA), and were relatively flat through May 31. In a stark reversal from 2016, growth-oriented stocks topped their value counterparts through the first five months of 2017. Sector-wise, information technology (+34%) fared best, anchored by twin rallies in the September 2016 quarter and year-to-date in 2017 as a handful of constituents posted stellar returns. Financials (+23%) also handily outperformed, riding an uptick in bond yields and a surge in banks, particularly post-election. Industrials (+21%) and materials (+16%) were driven by a call for increased infrastructure spending and a rise in related commodity prices, respectively. Conversely, real estate (+4%) and telecommunication services (-1%) were held back amid an improved backdrop for riskier assets that curbed demand for dividend-rich sectors, as well as the likelihood of one or two additional interest rate hikes later in 2017. Energy (-1%) also struggled this period.

Comments from Lead Portfolio Manager John Stone:  For the year, the Fund rose 15.56%, outpacing the 14.66% return of the benchmark Russell 1000® Value Index. Relative to the benchmark, underlying managers pursuing deep-value strategies generated some of the best results this period. Managers that were favorably positioned in economically sensitive sectors also did well. Conversely, income- and quality-oriented strategies underperformed. Sub-adviser LSV Asset Management was the top relative contributor. LSV’s quantitatively driven, deep-value strategy resulted in favorable positioning in the financials and information technology sectors. Sub-adviser Brandywine Global Investment Management’s strategy emphasizing traditional value metrics, as well as company quality, also aided relative performance. This period, Brandywine received a major boost from holding shares of Apple. On the downside, a small position in Fidelity® Select Energy Portfolio, held to partially offset the aggregate underweighting in that sector by the Fund’s diversified managers, declined in step with the poor performance of energy generally. Invesco Diversified Dividend Fund also hurt, as its income-oriented strategy was out of step with market leadership. In March, we hired JPMorgan Investment Management as a sub-adviser to run its opportunistic, all-cap value strategy.

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

Investment Summary (Unaudited)

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

Top Ten Holdings as of May 31, 2017

(excluding cash equivalents)

 % of fund's net assets % of fund's net assets 6 months ago 
Invesco Diversified Dividend Fund - Class A 5.1 5.3 
Johnson & Johnson 3.0 2.5 
JPMorgan Chase & Co. 2.7 2.7 
Fidelity Low-Priced Stock Fund 2.4 2.3 
Bank of America Corp. 2.2 2.0 
Apple, Inc. 2.1 1.7 
Pfizer, Inc. 2.1 1.9 
Citigroup, Inc. 1.9 1.6 
Wells Fargo & Co. 1.7 0.6 
Fidelity Energy Portfolio 1.6 1.8 
 24.8  

Top Five Market Sectors as of May 31, 2017

(stocks only)

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 25.3 22.6 
Information Technology 14.0 11.8 
Health Care 12.9 11.1 
Consumer Discretionary 8.1 7.3 
Industrials 7.6 7.6 

Asset Allocation (% of fund's net assets)

As of May 31, 2017 
   Common Stocks 87.1% 
   Large Blend Funds 1.5% 
   Large Value Funds 5.1% 
   Mid-Cap Value Funds 2.4% 
   Sector Funds 1.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.3% 


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% 


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 May 31, 2017

Showing Percentage of Net Assets

Common Stocks - 87.1%   
 Shares Value 
CONSUMER DISCRETIONARY - 8.1%   
Auto Components - 0.8%   
BorgWarner, Inc. 285,009 $12,115,733 
Cooper Tire & Rubber Co. 265,127 9,544,572 
Delphi Automotive PLC 127,300 11,198,581 
Gentex Corp. 136,400 2,588,872 
Lear Corp. 189,500 28,243,080 
The Goodyear Tire & Rubber Co. 804,900 25,933,878 
  89,624,716 
Automobiles - 1.0%   
Ford Motor Co. 2,037,000 22,651,440 
General Motors Co. 1,719,300 58,335,849 
Harley-Davidson, Inc. 484,972 25,708,366 
Thor Industries, Inc. 25,000 2,263,250 
  108,958,905 
Distributors - 0.1%   
Genuine Parts Co. 49,480 4,582,838 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 52,360 1,389,634 
Hotels, Restaurants & Leisure - 0.9%   
Brinker International, Inc. (a) 383,411 15,041,214 
Carnival Corp. 254,800 16,325,036 
Hilton, Inc. 65,788 4,372,928 
Hyatt Hotels Corp. Class A (b) 18,300 1,055,910 
La Quinta Holdings, Inc. (b) 226,118 3,133,995 
Norwegian Cruise Line Holdings Ltd. (b) 108,200 5,406,754 
Park Hotels & Resorts, Inc. 43,916 1,130,398 
Red Rock Resorts, Inc. 49,570 1,171,835 
Royal Caribbean Cruises Ltd. 101,600 11,194,288 
Wyndham Worldwide Corp. 277,600 28,034,824 
Yum! Brands, Inc. 146,800 10,663,552 
  97,530,734 
Household Durables - 0.7%   
Garmin Ltd. 90,200 4,694,008 
Leggett & Platt, Inc. 57,900 3,011,958 
Lennar Corp. Class A 323,000 16,573,130 
Mohawk Industries, Inc. (b) 35,300 8,447,290 
Newell Brands, Inc. 54,299 2,875,132 
NVR, Inc. (b) 1,770 4,039,813 
PulteGroup, Inc. 149,800 3,395,966 
Toll Brothers, Inc. 77,200 2,849,452 
Whirlpool Corp. 170,300 31,597,462 
  77,484,211 
Internet & Direct Marketing Retail - 0.1%   
Expedia, Inc. 38,614 5,551,921 
Leisure Products - 0.0%   
Brunswick Corp. 42,400 2,343,024 
Media - 2.7%   
CBS Corp. Class B 331,114 20,234,377 
Charter Communications, Inc. Class A (b) 15,279 5,279,658 
Cinemark Holdings, Inc. 55,300 2,188,221 
Clear Channel Outdoor Holding, Inc. Class A (b) 223,281 859,632 
Comcast Corp. Class A 209,606 8,738,474 
Discovery Communications, Inc. Class A (b) 73,000 1,934,500 
DISH Network Corp. Class A (b) 140,199 8,940,490 
Entercom Communications Corp. Class A (a) 184,895 1,904,419 
Gannett Co., Inc. 247,600 1,943,660 
Interpublic Group of Companies, Inc. 419,040 10,446,667 
Liberty Global PLC LiLAC Class C (b) 116,312 2,437,900 
News Corp. Class A 180,400 2,413,752 
Nexstar Broadcasting Group, Inc. Class A 65,956 3,772,683 
Omnicom Group, Inc. 110,100 9,217,572 
Scripps Networks Interactive, Inc. Class A 38,000 2,516,360 
Sinclair Broadcast Group, Inc. Class A (a) 75,090 2,432,916 
Tegna, Inc. 402,400 9,552,976 
The Madison Square Garden Co. (b) 9,200 1,797,772 
The Walt Disney Co. 743,100 80,210,214 
Time Warner, Inc. 876,382 87,191,245 
Twenty-First Century Fox, Inc. Class A 746,151 20,235,615 
Viacom, Inc. Class B (non-vtg.) 300,200 10,443,958 
  294,693,061 
Multiline Retail - 0.6%   
Big Lots, Inc. (a) 160,800 7,851,864 
Dillard's, Inc. Class A 109,300 5,626,764 
Kohl's Corp. 517,680 19,894,442 
Macy's, Inc. 348,100 8,180,350 
Target Corp. 322,200 17,769,330 
  59,322,750 
Specialty Retail - 1.1%   
Abercrombie & Fitch Co. Class A 139,700 1,842,643 
American Eagle Outfitters, Inc. 775,200 8,914,800 
AutoZone, Inc. (b) 8,199 4,967,938 
Bed Bath & Beyond, Inc. 83,032 2,857,131 
Best Buy Co., Inc. 628,171 37,307,076 
CarMax, Inc. (b) 87,900 5,522,757 
Foot Locker, Inc. 62,000 3,683,420 
Gap, Inc. 97,465 2,192,963 
Home Depot, Inc. 221,902 34,064,176 
Murphy U.S.A., Inc. (b) 38,920 2,647,728 
Penske Automotive Group, Inc. 237,300 10,049,655 
Tiffany & Co., Inc. 44,280 3,850,589 
Williams-Sonoma, Inc. 41,000 1,995,060 
  119,895,936 
Textiles, Apparel & Luxury Goods - 0.1%   
Columbia Sportswear Co. 64,546 3,503,557 
Hanesbrands, Inc. (a) 104,830 2,164,740 
PVH Corp. 37,000 3,920,150 
  9,588,447 
TOTAL CONSUMER DISCRETIONARY  870,966,177 
CONSUMER STAPLES - 4.6%   
Beverages - 0.3%   
Coca-Cola European Partners PLC 136,596 5,605,900 
Dr. Pepper Snapple Group, Inc. 45,196 4,194,641 
Molson Coors Brewing Co. Class B 50,793 4,814,668 
The Coca-Cola Co. 305,000 13,868,350 
  28,483,559 
Food & Staples Retailing - 2.4%   
CVS Health Corp. 411,032 31,579,589 
Kroger Co. 1,148,446 34,200,722 
Wal-Mart Stores, Inc. 1,717,500 134,995,500 
Walgreens Boots Alliance, Inc. 756,948 61,327,927 
  262,103,738 
Food Products - 1.6%   
Archer Daniels Midland Co. 1,104,200 45,912,636 
Bunge Ltd. 428,500 34,267,145 
Dean Foods Co. 606,600 11,064,384 
Fresh Del Monte Produce, Inc. 235,200 11,919,936 
Ingredion, Inc. 93,100 10,621,779 
Mondelez International, Inc. 323,000 15,048,570 
Pilgrim's Pride Corp. 880,900 20,498,543 
Post Holdings, Inc. (b) 54,315 4,363,667 
TreeHouse Foods, Inc. (b) 52,490 4,051,178 
Tyson Foods, Inc. Class A 310,200 17,786,868 
  175,534,706 
Household Products - 0.1%   
Energizer Holdings, Inc. 27,838 1,492,117 
Procter & Gamble Co. 72,979 6,428,720 
  7,920,837 
Personal Products - 0.2%   
Coty, Inc. Class A 320,480 6,069,891 
Herbalife Ltd. (b) 13,100 940,318 
Unilever NV (NY Reg.) 305,000 17,317,900 
  24,328,109 
TOTAL CONSUMER STAPLES  498,370,949 
ENERGY - 5.6%   
Energy Equipment & Services - 0.4%   
Baker Hughes, Inc. 179,700 9,910,455 
Halliburton Co. 251,000 11,342,690 
Helmerich & Payne, Inc. (a) 143,800 7,572,508 
National Oilwell Varco, Inc. 360,600 11,780,802 
Parker Drilling Co. (b) 1,082,600 1,461,510 
Rowan Companies PLC (b) 530,900 6,392,036 
  48,460,001 
Oil, Gas & Consumable Fuels - 5.2%   
Apache Corp. 93,095 4,353,122 
Chevron Corp. 1,691,916 175,079,468 
ConocoPhillips Co. 847,466 37,873,256 
Diamondback Energy, Inc. (b) 48,692 4,516,670 
Energen Corp. (b) 114,736 6,544,541 
EOG Resources, Inc. 45,107 4,073,613 
EQT Corp. 280,455 15,500,748 
Exxon Mobil Corp. 1,219,334 98,156,387 
Gulfport Energy Corp. (b) 92,594 1,328,724 
HollyFrontier Corp. 82,000 1,959,800 
Kinder Morgan, Inc. 253,537 4,756,354 
Marathon Oil Corp. 253,350 3,298,617 
Marathon Petroleum Corp. 1,073,397 55,859,580 
PBF Energy, Inc. Class A (a) 410,796 7,936,579 
Phillips 66 Co. 728,649 55,457,475 
Pioneer Natural Resources Co. 92,851 15,493,118 
Tesoro Corp. 63,537 5,288,820 
Valero Energy Corp. 924,700 56,841,309 
  554,318,181 
TOTAL ENERGY  602,778,182 
FINANCIALS - 25.3%   
Banks - 12.5%   
Banco Bilbao Vizcaya Argentaria SA sponsored ADR 2,249,907 18,494,236 
Bank of America Corp. 10,401,471 233,096,965 
BB&T Corp. 360,300 15,006,495 
BOK Financial Corp. 143,600 11,564,108 
CIT Group, Inc. 251,200 11,316,560 
Citigroup, Inc. 3,296,814 199,589,120 
Citizens Financial Group, Inc. 433,284 14,774,984 
Comerica, Inc. 74,500 5,107,720 
Commerce Bancshares, Inc. 43,330 2,319,455 
Cullen/Frost Bankers, Inc. 125,700 11,521,662 
East West Bancorp, Inc. 66,400 3,634,072 
Fifth Third Bancorp 1,543,888 36,651,901 
First Republic Bank 163,817 15,087,546 
Investors Bancorp, Inc. 141,100 1,866,753 
JPMorgan Chase & Co. 3,527,903 289,817,231 
KeyCorp 757,800 13,238,766 
Lloyds Banking Group PLC sponsored ADR (a) 1,365,835 5,053,590 
M&T Bank Corp. 211,130 33,035,511 
Mitsubishi UFJ Financial Group, Inc. sponsored ADR 1,708,000 10,623,760 
PacWest Bancorp 56,700 2,646,189 
PNC Financial Services Group, Inc. 564,321 66,984,903 
Prosperity Bancshares, Inc. 32,800 2,054,592 
Regions Financial Corp. 3,895,971 53,920,239 
SunTrust Banks, Inc. 995,039 53,105,231 
Synovus Financial Corp. 58,100 2,375,128 
U.S. Bancorp 929,501 47,302,306 
Wells Fargo & Co. 3,518,099 179,915,583 
Zions Bancorporation 96,200 3,854,734 
  1,343,959,340 
Capital Markets - 3.4%   
Ameriprise Financial, Inc. 509,900 61,590,821 
Bank of New York Mellon Corp. 493,800 23,267,856 
BlackRock, Inc. Class A 76,947 31,489,790 
Charles Schwab Corp. 108,803 4,216,116 
E*TRADE Financial Corp. (b) 130,400 4,513,144 
Eaton Vance Corp. (non-vtg.) 48,900 2,277,273 
Franklin Resources, Inc. 267,200 11,166,288 
Goldman Sachs Group, Inc. 408,785 86,359,919 
Invesco Ltd. 288,137 9,133,943 
Morgan Stanley 1,560,222 65,123,666 
Northern Trust Corp. 146,565 12,815,644 
Raymond James Financial, Inc. 61,400 4,437,378 
State Street Corp. 373,700 30,441,602 
T. Rowe Price Group, Inc. 169,839 11,963,459 
The NASDAQ OMX Group, Inc. 65,700 4,444,605 
  363,241,504 
Consumer Finance - 1.9%   
Ally Financial, Inc. 445,285 8,255,584 
American Express Co. 426,700 32,830,298 
Capital One Financial Corp. 895,483 68,880,552 
Credit Acceptance Corp. (b) 2,900 623,558 
Discover Financial Services 851,595 49,988,627 
Navient Corp. 901,073 13,002,483 
Nelnet, Inc. Class A 227,900 8,958,749 
Santander Consumer U.S.A. Holdings, Inc. (b) 165,300 1,846,401 
Synchrony Financial 537,585 14,434,157 
  198,820,409 
Diversified Financial Services - 0.3%   
Berkshire Hathaway, Inc. Class B (b) 164,225 27,143,108 
Donnelley Financial Solutions, Inc. (b) 80,075 1,824,109 
Leucadia National Corp. 170,900 4,168,251 
Voya Financial, Inc. 88,300 3,018,094 
  36,153,562 
Insurance - 6.8%   
AFLAC, Inc. 614,300 46,305,934 
Alleghany Corp. (b) 9,748 5,725,390 
Allied World Assurance Co. Holdings AG 83,334 4,380,868 
Allstate Corp. 698,636 60,320,232 
American Financial Group, Inc. 207,100 20,678,935 
American International Group, Inc. 858,878 54,650,407 
Arch Capital Group Ltd. (b) 53,100 5,163,975 
Assurant, Inc. 287,200 28,139,856 
Assured Guaranty Ltd. 58,700 2,292,822 
Athene Holding Ltd. 35,200 1,734,656 
Axis Capital Holdings Ltd. 303,200 19,883,856 
Chubb Ltd. 224,774 32,185,389 
Cincinnati Financial Corp. 69,000 4,835,520 
CNO Financial Group, Inc. 112,860 2,312,501 
Everest Re Group Ltd. 149,100 37,968,315 
FNF Group 118,200 5,036,502 
Genworth Financial, Inc. Class A (b) 504,800 1,847,568 
Hanover Insurance Group, Inc. 168,500 14,051,215 
Hartford Financial Services Group, Inc. 873,730 43,153,525 
Lincoln National Corp. 632,900 41,125,842 
Loews Corp. 417,603 19,694,157 
Markel Corp. (b) 6,600 6,449,850 
Marsh & McLennan Companies, Inc. 25,160 1,951,410 
MetLife, Inc. 1,147,300 58,041,907 
Old Republic International Corp. 104,500 2,067,010 
Principal Financial Group, Inc. 136,900 8,612,379 
Prudential Financial, Inc. 553,842 58,070,334 
Reinsurance Group of America, Inc. 33,400 4,158,634 
RenaissanceRe Holdings Ltd. 19,300 2,757,198 
The Travelers Companies, Inc. 643,930 80,394,661 
Torchmark Corp. 141,300 10,668,150 
Unum Group 744,186 33,473,486 
Validus Holdings Ltd. 34,900 1,863,660 
W.R. Berkley Corp. 57,600 3,973,824 
XL Group Ltd. 124,700 5,448,143 
  729,418,111 
Mortgage Real Estate Investment Trusts - 0.3%   
Annaly Capital Management, Inc. 2,759,800 33,062,404 
Thrifts & Mortgage Finance - 0.1%   
Radian Group, Inc. 888,500 14,269,310 
TOTAL FINANCIALS  2,718,924,640 
HEALTH CARE - 12.9%   
Biotechnology - 2.6%   
AbbVie, Inc. 1,527,400 100,838,948 
Amgen, Inc. 742,400 115,250,176 
Biogen, Inc. (b) 100,200 24,826,554 
Gilead Sciences, Inc. 331,958 21,540,755 
Shire PLC sponsored ADR 21,510 3,715,207 
United Therapeutics Corp. (b) 94,329 11,403,433 
  277,575,073 
Health Care Equipment & Supplies - 0.6%   
Abbott Laboratories 157,488 7,190,902 
Baxter International, Inc. 379,000 22,478,490 
Danaher Corp. 164,000 13,930,160 
Medtronic PLC 220,000 18,541,600 
  62,141,152 
Health Care Providers & Services - 2.9%   
Acadia Healthcare Co., Inc. (b) 325,832 13,469,895 
Aetna, Inc. 382,114 55,353,034 
Anthem, Inc. 390,310 71,173,029 
Cardinal Health, Inc. 230,400 17,116,416 
Cigna Corp. 184,189 29,696,792 
DaVita HealthCare Partners, Inc. (b) 97,477 6,458,826 
Express Scripts Holding Co. (b) 272,900 16,305,775 
HCA Holdings, Inc. (b) 594,436 48,690,253 
Laboratory Corp. of America Holdings (b) 43,086 5,988,954 
LifePoint Hospitals, Inc. (b) 87,658 5,329,606 
Quest Diagnostics, Inc. 276,481 30,072,838 
UnitedHealth Group, Inc. 79,572 13,939,423 
  313,594,841 
Life Sciences Tools & Services - 0.0%   
VWR Corp. (b) 47,571 1,572,697 
Pharmaceuticals - 6.8%   
Allergan PLC 17,430 3,899,963 
Johnson & Johnson 2,543,146 326,158,475 
Mallinckrodt PLC (b) 89,508 3,860,480 
Merck & Co., Inc. 2,309,450 150,368,290 
Novartis AG sponsored ADR 186,550 15,254,194 
Pfizer, Inc. 6,773,374 221,150,661 
Sanofi SA sponsored ADR (a) 163,000 8,083,170 
  728,775,233 
TOTAL HEALTH CARE  1,383,658,996 
INDUSTRIALS - 7.6%   
Aerospace & Defense - 2.8%   
General Dynamics Corp. 294,561 59,869,523 
Hexcel Corp. 43,100 2,216,633 
Huntington Ingalls Industries, Inc. 21,900 4,288,239 
L3 Technologies, Inc. 62,888 10,602,288 
Moog, Inc. Class A (b) 142,200 9,959,688 
Orbital ATK, Inc. 20,850 2,119,611 
Raytheon Co. 113,728 18,652,529 
Spirit AeroSystems Holdings, Inc. Class A 366,300 19,959,687 
Textron, Inc. 127,100 6,075,380 
The Boeing Co. 491,800 92,276,434 
Triumph Group, Inc. (a) 270,000 8,802,000 
United Technologies Corp. 531,441 64,453,164 
Vectrus, Inc. (b) 37,733 1,113,124 
  300,388,300 
Air Freight & Logistics - 0.5%   
FedEx Corp. 188,500 36,538,840 
United Parcel Service, Inc. Class B 153,700 16,287,589 
  52,826,429 
Airlines - 1.3%   
Alaska Air Group, Inc. 58,700 5,109,835 
American Airlines Group, Inc. 233,900 11,323,099 
Delta Air Lines, Inc. 1,145,392 56,273,109 
Southwest Airlines Co. 285,700 17,167,713 
United Continental Holdings, Inc. (b) 591,616 47,134,047 
  137,007,803 
Building Products - 0.0%   
Owens Corning 53,100 3,313,440 
USG Corp. (b) 67,200 1,911,168 
  5,224,608 
Commercial Services & Supplies - 0.1%   
Deluxe Corp. 166,100 11,321,376 
LSC Communications, Inc. 80,075 1,703,195 
R.R. Donnelley & Sons Co. 213,533 2,545,313 
  15,569,884 
Construction & Engineering - 0.2%   
Fluor Corp. 181,300 8,133,118 
Jacobs Engineering Group, Inc. 57,200 2,998,424 
Quanta Services, Inc. (b) 73,500 2,253,510 
Tutor Perini Corp. (b) 280,800 7,286,760 
  20,671,812 
Electrical Equipment - 0.4%   
Eaton Corp. PLC 339,725 26,287,921 
Emerson Electric Co. 279,100 16,500,392 
Hubbell, Inc. Class B 22,600 2,619,566 
  45,407,879 
Industrial Conglomerates - 0.7%   
Carlisle Companies, Inc. 86,100 8,724,513 
Honeywell International, Inc. 415,179 55,214,655 
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.) 306,457 10,824,061 
  74,763,229 
Machinery - 1.1%   
AGCO Corp. 210,900 13,503,927 
Cummins, Inc. 79,800 12,584,460 
Dover Corp. 58,389 4,820,012 
Illinois Tool Works, Inc. 28,151 3,975,484 
Ingersoll-Rand PLC 111,900 10,026,240 
Oshkosh Corp. 247,000 15,590,640 
PACCAR, Inc. 166,800 10,501,728 
Pentair PLC 72,500 4,800,950 
Snap-On, Inc. 27,500 4,445,650 
Stanley Black & Decker, Inc. 67,000 9,221,880 
Timken Co. 169,200 7,808,580 
Trinity Industries, Inc. 504,800 12,882,496 
WABCO Holdings, Inc. (b) 59,219 7,214,059 
  117,376,106 
Professional Services - 0.1%   
Manpower, Inc. 32,000 3,259,840 
Robert Half International, Inc. 60,400 2,807,996 
  6,067,836 
Road & Rail - 0.2%   
AMERCO 9,300 3,434,025 
Ryder System, Inc. 276,319 18,353,108 
  21,787,133 
Trading Companies & Distributors - 0.2%   
Aircastle Ltd. 570,900 12,462,747 
United Rentals, Inc. (b) 40,100 4,360,073 
  16,822,820 
TOTAL INDUSTRIALS  813,913,839 
INFORMATION TECHNOLOGY - 14.0%   
Communications Equipment - 1.9%   
Brocade Communications Systems, Inc. 209,341 2,643,977 
Cisco Systems, Inc. 5,545,514 174,850,056 
CommScope Holding Co., Inc. (b) 59,842 2,213,556 
Harris Corp. 89,412 10,028,450 
Juniper Networks, Inc. 181,400 5,320,462 
Motorola Solutions, Inc. 77,600 6,485,032 
  201,541,533 
Electronic Equipment & Components - 1.7%   
Arrow Electronics, Inc. (b) 332,883 25,162,626 
Avnet, Inc. 86,000 3,154,480 
CDW Corp. 75,300 4,531,554 
Corning, Inc. 1,397,600 40,670,160 
Dell Technologies, Inc. (b) 191,031 13,255,641 
Flextronics International Ltd. (b) 1,648,953 28,460,929 
Jabil Circuit, Inc. 80,400 2,405,568 
TE Connectivity Ltd. 506,988 39,976,004 
Tech Data Corp. (b) 166,200 16,116,414 
Vishay Intertechnology, Inc. 590,800 9,659,580 
  183,392,956 
Internet Software & Services - 0.3%   
Alphabet, Inc. Class A (b) 18,060 17,826,845 
eBay, Inc. (b) 509,605 17,479,452 
  35,306,297 
IT Services - 1.6%   
Cognizant Technology Solutions Corp. Class A 371,183 24,835,855 
CSG Systems International, Inc. 185,800 7,411,562 
DXC Technology Co. 232,291 18,007,198 
IBM Corp. 614,100 93,730,083 
Leidos Holdings, Inc. 43,262 2,403,637 
PayPal Holdings, Inc. (b) 349,375 18,240,869 
The Western Union Co. 221,300 4,209,126 
  168,838,330 
Semiconductors & Semiconductor Equipment - 3.3%   
Applied Materials, Inc. 995,500 45,673,540 
Cirrus Logic, Inc. (b) 198,579 13,096,285 
Intel Corp. 4,254,400 153,626,384 
KLA-Tencor Corp. 145,217 15,102,568 
Lam Research Corp. 209,300 32,477,081 
Marvell Technology Group Ltd. 237,400 4,092,776 
Microchip Technology, Inc. 255,000 21,241,500 
Qorvo, Inc. (b) 60,400 4,708,180 
Qualcomm, Inc. 653,046 37,399,944 
Skyworks Solutions, Inc. 85,100 9,057,193 
Texas Instruments, Inc. 192,203 15,854,825 
  352,330,276 
Software - 1.7%   
Adobe Systems, Inc. (b) 176,000 24,967,360 
ANSYS, Inc. (b) 132,698 16,763,738 
CA Technologies, Inc. 181,700 5,772,609 
Microsoft Corp. 566,974 39,597,464 
Oracle Corp. 2,240,538 101,698,020 
  188,799,191 
Technology Hardware, Storage & Peripherals - 3.5%   
Apple, Inc. 1,458,990 222,875,312 
Hewlett Packard Enterprise Co. 1,854,650 34,885,967 
HP, Inc. 2,144,400 40,228,944 
NCR Corp. (b) 469,500 18,089,835 
NetApp, Inc. 191,400 7,749,786 
Seagate Technology LLC 502,900 21,911,353 
Western Digital Corp. 177,300 15,967,638 
Xerox Corp. 1,941,300 13,724,991 
  375,433,826 
TOTAL INFORMATION TECHNOLOGY  1,505,642,409 
MATERIALS - 3.6%   
Chemicals - 2.0%   
AdvanSix, Inc. (b) 47,964 1,379,924 
Ashland Global Holdings, Inc. 26,300 1,750,002 
Cabot Corp. 272,700 14,243,121 
Celanese Corp. Class A 328,381 28,421,376 
CF Industries Holdings, Inc. 110,200 2,964,380 
Eastman Chemical Co. 413,071 33,091,118 
FMC Corp. 41,306 3,113,233 
Huntsman Corp. 749,700 17,917,830 
LyondellBasell Industries NV Class A 607,900 48,948,108 
Methanex Corp. 102,644 4,233,870 
PPG Industries, Inc. 170,659 18,151,291 
RPM International, Inc. 57,800 3,134,494 
Stepan Co. 142,400 12,049,888 
The Dow Chemical Co. 423,410 26,234,484 
Westlake Chemical Corp. 61,300 3,767,498 
  219,400,617 
Construction Materials - 0.3%   
CRH PLC sponsored ADR 71,921 2,597,787 
Martin Marietta Materials, Inc. 114,969 25,764,553 
  28,362,340 
Containers & Packaging - 0.9%   
Avery Dennison Corp. 41,200 3,471,512 
Ball Corp. 181,076 7,406,008 
Crown Holdings, Inc. (b) 65,100 3,758,874 
Graphic Packaging Holding Co. 369,652 4,993,999 
International Paper Co. 593,000 31,357,840 
Packaging Corp. of America 261,500 26,714,840 
Sonoco Products Co. 47,200 2,393,512 
WestRock Co. 229,557 12,492,492 
  92,589,077 
Metals & Mining - 0.3%   
Barrick Gold Corp. 287,072 4,747,521 
Nucor Corp. 234,699 13,636,012 
Reliance Steel & Aluminum Co. 30,500 2,224,975 
Steel Dynamics, Inc. 311,250 10,579,388 
  31,187,896 
Paper & Forest Products - 0.1%   
Domtar Corp. 211,100 7,679,818 
Kapstone Paper & Packaging Corp. 103,878 2,194,942 
Schweitzer-Mauduit International, Inc. 199,000 7,418,720 
  17,293,480 
TOTAL MATERIALS  388,833,410 
REAL ESTATE - 1.0%   
Equity Real Estate Investment Trusts (REITs) - 0.9%   
American Homes 4 Rent Class A 195,359 4,389,717 
Brixmor Property Group, Inc. 209,948 3,787,462 
EastGroup Properties, Inc. 38,305 3,119,559 
Hospitality Properties Trust (SBI) 690,200 19,960,584 
Kimco Realty Corp. 209,135 3,668,228 
Lexington Corporate Properties Trust 1,090,900 10,483,549 
Mack-Cali Realty Corp. 410,100 10,912,761 
Medical Properties Trust, Inc. 493,400 6,389,530 
Mid-America Apartment Communities, Inc. 35,268 3,595,220 
Outfront Media, Inc. 141,666 3,237,068 
Piedmont Office Realty Trust, Inc. Class A 655,900 13,898,521 
Rayonier, Inc. 184,764 5,190,021 
VEREIT, Inc. 1,208,900 9,997,603 
Weyerhaeuser Co. 79,795 2,630,043 
  101,259,866 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (b) 107,526 3,750,507 
Jones Lang LaSalle, Inc. 21,400 2,471,058 
  6,221,565 
TOTAL REAL ESTATE  107,481,431 
TELECOMMUNICATION SERVICES - 1.2%   
Diversified Telecommunication Services - 1.2%   
AT&T, Inc. 2,004,400 77,229,532 
Verizon Communications, Inc. 1,153,235 53,786,880 
  131,016,412 
UTILITIES - 3.2%   
Electric Utilities - 2.2%   
American Electric Power Co., Inc. 329,083 23,621,578 
Duke Energy Corp. 318,518 27,290,622 
Edison International 216,131 17,629,806 
Entergy Corp. 499,800 39,514,188 
Eversource Energy 211,497 13,127,619 
Exelon Corp. 1,461,000 53,048,910 
FirstEnergy Corp. 924,700 27,038,228 
NextEra Energy, Inc. 50,374 7,124,899 
OGE Energy Corp. 94,400 3,363,472 
Pinnacle West Capital Corp. 53,000 4,682,550 
Xcel Energy, Inc. 365,573 17,514,602 
  233,956,474 
Gas Utilities - 0.1%   
National Fuel Gas Co. 259,297 14,717,698 
Independent Power and Renewable Electricity Producers - 0.2%   
The AES Corp. 1,523,158 17,790,485 
Multi-Utilities - 0.7%   
Ameren Corp. 115,200 6,537,600 
DTE Energy Co. 85,200 9,331,104 
Public Service Enterprise Group, Inc. 1,276,100 57,309,651 
Sempra Energy 34,562 4,026,127 
  77,204,482 
TOTAL UTILITIES  343,669,139 
TOTAL COMMON STOCKS   
(Cost $6,822,975,230)  9,365,255,584 
Equity Funds - 10.6%   
Large Blend Funds - 1.5%   
Fidelity SAI U.S. Minimum Volatility Index Fund (c) 13,379,941 160,693,092 
Large Value Funds - 5.1%   
Invesco Diversified Dividend Fund - Class A 27,452,114 548,493,228 
Mid-Cap Value Funds - 2.4%   
Fidelity Low-Priced Stock Fund (c) 4,902,813 259,751,017 
Sector Funds - 1.6%   
Fidelity Energy Portfolio (c) 4,436,677 175,381,841 
TOTAL EQUITY FUNDS   
(Cost $776,106,705)  1,144,319,178 
 Principal Amount  
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.79% to 0.87% 7/27/17 to 8/10/17 (d)   
(Cost $6,621,046) $6,630,000 6,620,360 
 Shares  
Money Market Funds - 2.5%   
Fidelity Securities Lending Cash Central Fund 0.87% (e)(f) 49,963,297 49,968,293 
State Street Institutional U.S. Government Money Market Fund Premier Class 0.72%(g) 215,878,657 215,878,657 
TOTAL MONEY MARKET FUNDS   
(Cost $265,846,950)  265,846,950 
TOTAL INVESTMENT PORTFOLIO - 100.3%   
(Cost $7,871,549,931)  10,782,042,072 
NET OTHER ASSETS (LIABILITIES) - (0.3)%  (28,546,241) 
NET ASSETS - 100%  $10,753,495,831 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
2,120 ICE Russell 1000 Value Index Contracts (United States) June 2017 119,006,200 $(797,310) 

The face value of futures purchased as a percentage of Net Assets is 1.1%

Legend

 (a) Security or a portion of the security is on loan at period end.

 (b) Non-income producing

 (c) Affiliated Fund

 (d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $5,411,017.

 (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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (f) Investment made with cash collateral received from securities on loan.

 (g) 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 Securities Lending Cash Central Fund $2,926 
Total $2,926 

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 $11,238,212 $26,454,603 $1,238,212 $175,381,841 
Fidelity Low-Priced Stock Fund 487,692,838 11,798,521 255,936,125 5,985,649 259,751,017 
Fidelity SAI U.S. Minimum Volatility Index Fund -- 228,193,670 79,990,523 3,193,670 160,693,092 
Total $681,371,518 $251,230,403 $362,381,251 $10,417,531 $595,825,950 

Investment Valuation

The following is a summary of the inputs used, as of May 31, 2017, 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 $870,966,177 $870,966,177 $-- $-- 
Consumer Staples 498,370,949 498,370,949 -- -- 
Energy 602,778,182 602,778,182 -- -- 
Financials 2,718,924,640 2,718,924,640 -- -- 
Health Care 1,383,658,996 1,383,658,996 -- -- 
Industrials 813,913,839 813,913,839 -- -- 
Information Technology 1,505,642,409 1,505,642,409 -- -- 
Materials 388,833,410 388,833,410 -- -- 
Real Estate 107,481,431 107,481,431 -- -- 
Telecommunication Services 131,016,412 131,016,412 -- -- 
Utilities 343,669,139 343,669,139 -- -- 
Equity Funds 1,144,319,178 1,144,319,178 -- -- 
Other Short-Term Investments 6,620,360 -- 6,620,360 -- 
Money Market Funds 265,846,950 265,846,950 -- -- 
Total Investments in Securities: $10,782,042,072 $10,775,421,712 $6,620,360 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(797,310) $(797,310) $-- $-- 
Total Liabilities $(797,310) $(797,310) $-- $-- 
Total Derivative Instruments: $(797,310) $(797,310) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of May 31, 2017. 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) $0 $(797,310) 
Total Equity Risk (797,310) 
Total Value of Derivatives $0 $(797,310) 

 (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

  May 31, 2017 
Assets   
Investment in securities, at value (including securities loaned of $48,333,687) — See accompanying schedule:
Unaffiliated issuers (cost $7,361,532,748) 
$10,136,247,829  
Fidelity Central Funds (cost $49,968,293) 49,968,293  
Affiliated issuers (cost $460,048,890) 595,825,950  
Total Investments (cost $7,871,549,931)  $10,782,042,072 
Receivable for investments sold  73,983,329 
Receivable for fund shares sold  3,910,376 
Dividends receivable  28,629,855 
Interest receivable  153,789 
Distributions receivable from Fidelity Central Funds  2,926 
Prepaid expenses  55,589 
Other receivables  187,929 
Total assets  10,888,965,865 
Liabilities   
Payable for investments purchased $76,826,144  
Payable for fund shares redeemed 4,901,368  
Accrued management fee 1,823,756  
Payable for daily variation margin for derivative instruments 203,027  
Other affiliated payables 1,417,273  
Other payables and accrued expenses 329,741  
Collateral on securities loaned 49,968,725  
Total liabilities  135,470,034 
Net Assets  $10,753,495,831 
Net Assets consist of:   
Paid in capital  $7,368,492,407 
Undistributed net investment income  90,236,532 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  385,072,061 
Net unrealized appreciation (depreciation) on investments  2,909,694,831 
Net Assets, for 558,360,048 shares outstanding  $10,753,495,831 
Net Asset Value, offering price and redemption price per share ($10,753,495,831 ÷ 558,360,048 shares)  $19.26 

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


Statement of Operations

  Year ended May 31, 2017 
Investment Income   
Dividends:   
Unaffiliated issuers  $239,569,910 
Affiliated issuers  10,417,531 
Interest  886,647 
Income from Fidelity Central Funds  2,926 
Total income  250,877,014 
Expenses   
Management fee $47,368,683  
Transfer agent fees 15,103,539  
Accounting fees 1,315,851  
Custodian fees and expenses 117,548  
Independent trustees' fees and expenses 129,194  
Registration fees 78,833  
Audit 74,305  
Legal 66,624  
Interest 237  
Miscellaneous 276,098  
Total expenses before reductions 64,530,912  
Expense reductions (26,818,260) 37,712,652 
Net investment income (loss)  213,164,362 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 561,321,299  
Fidelity Central Funds (432)  
Affiliated issuers 15,827,696  
Foreign currency transactions (2,038)  
Futures contracts 28,207,375  
Realized gain distributions from underlying funds:   
Unaffiliated issuers 14,002,574  
Affiliated issuers 5,812,872  
Total net realized gain (loss)  625,169,346 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
720,334,404  
Futures contracts (5,361,304)  
Total change in net unrealized appreciation (depreciation)  714,973,100 
Net gain (loss)  1,340,142,446 
Net increase (decrease) in net assets resulting from operations  $1,553,306,808 

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


Statement of Changes in Net Assets

 Year ended May 31, 2017 Year ended May 31, 2016 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $213,164,362 $230,194,343 
Net realized gain (loss) 625,169,346 605,414,566 
Change in net unrealized appreciation (depreciation) 714,973,100 (1,167,188,621) 
Net increase (decrease) in net assets resulting from operations 1,553,306,808 (331,579,712) 
Distributions to shareholders from net investment income (197,242,245) (207,553,112) 
Distributions to shareholders from net realized gain (426,212,584) (606,768,125) 
Total distributions (623,454,829) (814,321,237) 
Share transactions   
Proceeds from sales of shares 951,857,789 1,698,604,727 
Reinvestment of distributions 621,702,046 811,880,855 
Cost of shares redeemed (2,810,534,542) (3,573,981,046) 
Net increase (decrease) in net assets resulting from share transactions (1,236,974,707) (1,063,495,464) 
Total increase (decrease) in net assets (307,122,728) (2,209,396,413) 
Net Assets   
Beginning of period 11,060,618,559 13,270,014,972 
End of period $10,753,495,831 $11,060,618,559 
Other Information   
Undistributed net investment income end of period $90,236,532 $83,424,702 
Shares   
Sold 51,329,536 96,694,313 
Issued in reinvestment of distributions 34,489,325 45,489,893 
Redeemed (153,829,784) (204,970,604) 
Net increase (decrease) (68,010,923) (62,786,398) 

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


Financial Highlights — Strategic Advisers Value Fund

Years ended May 31, 2017 2016 2015 2014 2013 
Selected Per–Share Data      
Net asset value, beginning of period $17.66 $19.26 $19.14 $16.92 $13.54 
Income from Investment Operations      
Net investment income (loss)A .37 .34 .31 .26 .29 
Net realized and unrealized gain (loss) 2.29 (.73) 1.59 3.02 3.73 
Total from investment operations 2.66 (.39) 1.90 3.28 4.02 
Distributions from net investment income (.34) (.31) (.27) (.25) (.26) 
Distributions from net realized gain (.72) (.90) (1.51) (.81) (.38) 
Total distributions (1.06) (1.21) (1.78) (1.06) (.64) 
Net asset value, end of period $19.26 $17.66 $19.26 $19.14 $16.92 
Total ReturnB 15.56% (1.97)% 10.23% 20.07% 30.65% 
Ratios to Average Net AssetsC,D      
Expenses before reductions .60% .58% .56% .56% .58% 
Expenses net of fee waivers, if any .35% .33% .31% .31% .33% 
Expenses net of all reductions .35% .33% .31% .31% .33% 
Net investment income (loss) 1.99% 1.94% 1.63% 1.45% 1.90% 
Supplemental Data      
Net assets, end of period (000 omitted) $10,753,496 $11,060,619 $13,270,015 $12,849,529 $9,527,041 
Portfolio turnover rateE 32% 39% 31% 42% 48% 

 A Calculated based on average shares outstanding during the period.

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

 C 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.

 D 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.

 E 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

For the period ended May 31, 2017

1. Organization.

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

2. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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, 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 May 31, 2017 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. As of May 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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 $3,060,342,388 
Gross unrealized depreciation (167,708,367) 
Net unrealized appreciation (depreciation) on securities $2,892,634,021 
Tax Cost $7,889,408,051 

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

Undistributed ordinary income $90,419,667 
Undistributed long-term capital gain $402,137,666 
Net unrealized appreciation (depreciation) on securities and other investments $2,892,634,021 

The tax character of distributions paid was as follows:

 May 31, 2017 May 31, 2016 
Ordinary Income $197,242,245 $207,553,112 
Long-term Capital Gains 426,212,584 606,768,125 
Total $623,454,829 $ 814,321,237 

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 $28,207,375 and a change in net unrealized appreciation (depreciation) of $(5,361,304) 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 and in-kind transactions), other than short-term securities, aggregated $3,366,461,443 and $5,035,293,427, respectively.

Exchanges In-Kind. During the period, the Fund redeemed shares of JPMorgan Value Advantage L in exchange for cash and investments, as noted in the following table. Realized gains on the Fund's redemptions of JPMorgan Value Advantage L shares are included in "Net realized gain (loss) on Investment securities: Unaffiliated issuers" in the accompanying Statement of Operations. The Fund recognized gains on the exchanges for federal income tax purposes.

Transaction Date Fund Name Value of investments and cash received Realized gain (loss) Shares redeemed 
3/20/17 JPMorgan Value Advantage L $644,711,422 $184,795,386 19,227,898 

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 annual 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, J.P. Morgan Investment Management, Inc., 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 annual 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 accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions, and is paid by the investment adviser or an affiliate.

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 $28 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. 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 Securities Lending 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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 $34,147 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. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,926.

9. 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.

10. 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 $26,818,260.

11. 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 36% of the total outstanding shares of Fidelity SAI U.S. Minimum Volatility Index Fund.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Strategic Advisers Value Fund (a fund of Fidelity Rutland Square Trust II) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Strategic Advisers Value Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2017 by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
July 14, 2017

Trustees and Officers

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

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

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Bruce T. Herring (1965)

Year of Election or Appointment: 2015

Trustee

Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.

Robert A. Lawrence (1952)

Year of Election or Appointment: 2016

Trustee

Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

 * Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Peter C. Aldrich (1944)

Year of Election or Appointment: 2006

Trustee

Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then “Aldrich, Eastman and Waltch, L.P.”). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.

Ralph F. Cox (1932)

Year of Election or Appointment: 2006

Trustee

Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.

Mary C. Farrell (1949)

Year of Election or Appointment: 2013

Trustee

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

Karen Kaplan (1960)

Year of Election or Appointment: 2006

Trustee

Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives’ Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Women’s Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of women’s accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Women’s Forum (2008-2010), Treasurer of the Massachusetts Women’s Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).

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

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.  Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Amy Butte (1968)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Butte also serves as Member of the Advisory Board of other funds. Ms. Butte is an Independent Director of BNP Paribas USA (2016-present). She is a Board Observer for Carbon38 (e-commerce, 2015-present), Strategic Advisor to the Long-Term Stock Exchange (financial technology start-up company, 2015-present), and member of the Advisory Board of and on air contributor for Wall Street Week (investment news, 2015-present). Ms. Butte was the founder and Chief Executive Officer of TILE Financial and SpendGrowGive (financial internet service, 2008-2012). Previously, Ms. Butte served as Trustee of certain funds (2011-2017), the Chief Financial Officer and member of the Board of Directors of MF Global (broker-dealer, 2006-2008) and Chief Financial Officer and Executive Vice President of the New York Stock Exchange (2004-2006). Ms. Butte is a member of the Economic Club of New York and WomenCorporateDirectors. Ms. Butte previously served as a member of the Boards of Accion International, Women’s Forum of New York, National Organization of Investment Professionals, and YMCA of Greater New York and on the Corporate Advisory Board of the New York City Ballet. Ms. Butte is also an alumna of the World Economic Forum's Young Global Leader program and the French American Young Leader program.

Howard E. Cox, Jr. (1944)

Year of Election or Appointment: 2009

Member of the Advisory Board

Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forum’s Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Brian J. Blackburn (1975)

Year of Election or Appointment: 2014

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2012

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2015

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2015

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

John Hitt (1967)

Year of Election or Appointment: 2014

Secretary and Chief Legal Officer

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (December 1, 2016 to May 31, 2017).

Actual Expenses

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

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
December 1, 2016 
Ending
Account Value
May 31, 2017 
Expenses Paid
During Period-B
December 1, 2016
to May 31, 2017 
Actual .35% $1,000.00 $1,058.40 $1.80 
Hypothetical-C  $1,000.00 $1,023.19 $1.77 

 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 182/365 (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


Distributions (Unaudited)

The Board of Trustees of Strategic Advisers Value Fund voted to pay on July 10, 2017, to shareholders of record at the opening of business on July 07, 2017, a distribution of $0.722 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.163 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended May 31, 2017, $616,260,259, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contract and Management Fees

Strategic Advisers Value Fund

On March 7, 2017, the Board of Trustees, including the Independent Trustees (together, the Board) voted at an in-person meeting to approve an investment advisory agreement (the Sub-Advisory Agreement) with J.P. Morgan Investment Management Inc. (New Sub-Adviser) for the fund.

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

In considering whether to approve the Sub-Advisory Agreement , the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the approval of the Sub-Advisory Agreement is in the best interests of the fund and its shareholders and that the approval of such agreement does not involve a conflict of interest from which Strategic Advisers, Inc. (Strategic Advisers) or its affiliates derive an inappropriate advantage. Also, the Board found that the advisory fees to be charged under the Sub-Advisory Agreement bear a reasonable relationship to the services to be rendered and will be based upon services provided that will be in addition to, rather than duplicative of, services provided under the advisory contract of any underlying fund in which the fund may invest. The Board's decision to approve the Sub-Advisory Agreement was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board. 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 the New Sub-Adviser from its oversight of the New Sub-Adviser as a sub-adviser on other funds overseen by the Board and that the same support staff, including compliance personnel, that currently provides services to other Strategic Advisers funds will also provide services to the fund. The Board also took into consideration the fund's investment objective, strategies and related investment philosophy, and current sub-adviser lineup as well as information regarding the investment strategy to be used by the New Sub-Adviser on behalf of the fund. The Board also considered the structure of the New Sub-Adviser's portfolio manager compensation program with respect to the investment personnel that will provide services to the fund 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 the New Sub-Adviser will utilize a different investment mandate to manage the fund than it currently uses in managing other Strategic Advisers funds and reviewed the general qualifications and capabilities of the investment staff that will provide services to the fund and its use of technology. The Board noted that the New Sub-Adviser's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated fundamental and/or quantitative analysis. Additionally, in their deliberations, the Board considered the New Sub-Adviser's trading capabilities and resources which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board also noted that it reviewed information regarding (i) the nature, extent, quality and cost of advisory services provided by the New Sub-Adviser in connection with the annual renewal of existing sub-advisory agreements on behalf of other Strategic Advisers funds and (ii) the resources devoted to compliance policies and procedures at its September 2016 Board meeting.

Investment Performance.  The Board also considered the historical investment performance of the New Sub-Adviser and the portfolio managers in managing accounts under a similar investment mandate.

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

Competitiveness of Management Fee and Total Fund Expenses.  In reviewing the Sub-Advisory Agreement, the Board considered the amount and nature of fees to be paid by the fund to the fund's investment adviser, Strategic Advisers, the amount and nature of fees to be paid by Strategic Advisers to the New Sub-Adviser and the projected change in the fund's total management fee and total operating expenses, if any, as a result of hiring the New Sub-Adviser.

The Board noted that the fund's maximum aggregate annual management fee rate may not exceed 0.70% of the fund's average daily net assets and that the Sub-Advisory Agreement will not result in a change to the maximum aggregate annual management fee payable by the fund or 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, 2019. The Board also considered that the fund's total management fee and total net expenses after allocating assets to the New Sub-Adviser are expected to continue to rank below median of its competitive peer group.

Based on its review, the Board concluded that the fund's management fee structure and any projected changes to total expenses (if any) continue 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 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 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 and each sub-adviser 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 and each sub-advisory agreement. With respect to the Sub-Advisory Agreement, the Board considered management's representation that it does not anticipate that the hiring of the New Sub-Adviser 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 under the Sub-Advisory Agreement, a lower sub-advisory fee rate is paid to J.P. Morgan as a result of aggregating assets managed by J.P. Morgan on behalf of all funds managed by Strategic Advisers. The Board noted that the Sub-Advisory Agreement provides for breakpoints that have the potential to reduce sub-advisory fees paid to the New Sub-Adviser as assets allocated to the New Sub-Adviser 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 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.

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-ANN-0717
1.912897.108


Item 2.

Code of Ethics


As of the end of the period, May 31, 2017, Fidelity Rutland Square Trust II (the “trust”) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Peter Aldrich is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Aldrich is independent for purposes of Item 3 of Form N-CSR.  


Item 4.  

Principal Accountant Fees and Services


Fees and Services


The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers Short Duration Fund, Strategic Advisers Value Fund and Strategic Advisers Value Multi-Manager Fund (the “Funds”):


Services Billed by PwC


May 31, 2017 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Strategic Advisers Core Fund

 $41,000  

$4,300

 $10,000   

$7,900

Strategic Advisers Core Multi-Manager Fund

$38,000

$3,900

$6,700

$7,100

Strategic Advisers Growth Fund

 $41,000  

$4,300

 $4,200   

$7,900

Strategic Advisers Growth Multi-Manager Fund

 $38,000  

$3,900

 $4,100   

$7,100

Strategic Advisers Short Duration Fund

 $39,000  

$4,000

 $3,500   

$7,300

Strategic Advisers Value Fund

 $41,000  

$4,300

 $4,200   

$7,900

Strategic Advisers Value Multi-Manager Fund

 $38,000  

$3,900

 $4,100   

$7,100



May 31, 2016 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Strategic Advisers Core Fund

 $47,000  

$2,500

 $4,400   

$8,800

Strategic Advisers Core Multi-Manager Fund

$38,000

$3,200

$4,100

$5,100

Strategic Advisers Growth Fund

 $44,000  

$8,500

 $9,700   

$10,300

Strategic Advisers Growth Multi-Manager Fund

 $38,000  

$3,200

 $4,100   

$5,100

Strategic Advisers Short Duration Fund

 $39,000  

$6,500

 $3,500   

$7,900

Strategic Advisers Value Fund

 $42,000  

$8,500

 $4,200   

$10,300

Strategic Advisers Value Multi-Manager Fund

 $38,000  

$3,100

 $4,100   

$5,100


 

 

 

 

A Amounts may reflect rounding.

B Certain amounts have been reclassified to align with current period presentation.


The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Strategic Advisers, Inc. (“Strategic Advisers”) and entities controlling, controlled by, or under common control with Strategic Advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds (“Fund Service Providers”):


Services Billed by PwC



 

May 31, 2017A

May 31, 2016A,B

Audit-Related Fees

 $6,260,000

 $5,470,000

Tax Fees

$115,000

$-

All Other Fees

$-

$-


A Amounts may reflect rounding.

B Certain amounts have been reclassified to align with current period presentation.


“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the Fund audit or the review of the Fund's financial statements and that are not reported under Audit Fees.


“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the Fund.


“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.  


Assurance services must be performed by an independent public accountant.


* * *


The aggregate non-audit fees billed by PwC for services rendered to the Funds, Strategic Advisers (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider relating to Covered Services and Non-Covered Services (each as defined below) for each of the last two fiscal years of the Funds are as follows:


Billed By

May 31, 2017 A

May 31, 2016 A,B

PwC

$8,660,000

$6,190,000


A Amounts may reflect rounding.

B Certain amounts have been reclassified to align with current period presentation.



The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Funds, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and Strategic Advisers’ review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.


Audit Committee Pre-Approval Policies and Procedures

 

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.


The trust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to the trust and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of the trust (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.

 

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.


Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of the trust (“Non-Covered Service”) are not required to be approved, but are reported to the Audit Committee annually.


Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)


There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds’ last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.



Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

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


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

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


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


Not applicable.


Item 11.

Controls and Procedures


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


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


Item 12.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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




SIGNATURES


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


Fidelity Rutland Square Trust II


By:

/s/Adrien E. Deberghes

 

Adrien E. Deberghes

 

President and Treasurer

 

 

Date:

July 26, 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:

July 26, 2017



By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

July 26, 2017